EXHIBIT 4.1
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XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.,
as Depositor,
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Servicer,
and
XXXXX FARGO BANK, N.A.,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated February 27, 2006
----------------------
Banc of America Alternative Loan Trust 2006-2
Mortgage Pass-Through Certificates
Series 2006-2
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms................................................
Section 1.02 Interest Calculations........................................
Section 1.03 Fiscal Year..................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.................................
Section 2.02 Acceptance by the Trustee of the Mortgage Loans..............
Section 2.03 Representations and Warranties of the Servicer...............
Section 2.04 Representations and Warranties of the Depositor as to the
Mortgage Loans..............................................
Section 2.05 Designation of Interests in the REMICs.......................
Section 2.06 Designation of Start-up Day..................................
Section 2.07 REMIC Certificate Maturity Date..............................
Section 2.08 Execution and Delivery of Certificates.......................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans...........................
Section 3.02 Subservicing; Enforcement of the Obligations of Servicer.....
Section 3.03 Fidelity Bond; Errors and Omissions Insurance................
Section 3.04 Access to Certain Documentation..............................
Section 3.05 Maintenance of Primary Insurance Policy; Claims;
Collections of BPP Mortgage Loan Payments...................
Section 3.06 Rights of the Depositor and the Trustee in Respect of the
Servicer....................................................
Section 3.07 Trustee to Act as Servicer...................................
Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial
Account; Certificate Account; Reserve Fund; Yield
Maintenance Agreement.......................................
Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.............................................
Section 3.10 Access to Certain Documentation and Information Regarding
the Mortgage Loans..........................................
Section 3.11 Permitted Withdrawals from the Servicer Custodial Account
and Certificate Account.....................................
Section 3.12 Maintenance of Hazard Insurance..............................
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption Agreements....
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property......
Section 3.15 Trustee to Cooperate; Release of Mortgage Files..............
Section 3.16 Documents, Records and Funds in Possession of the
Servicer to Be Held for the Trustee.........................
Section 3.17 Servicing Compensation.......................................
Section 3.18 Annual Statement as to Compliance............................
Section 3.19 Assessments of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports.........................
Section 3.20 Advances.....................................................
Section 3.21 Modifications, Waivers, Amendments and Consents..............
Section 3.22 Reports to the Securities and Exchange Commission............
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate.......................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions................................................
Section 5.02 Priorities of Distributions..................................
Section 5.03 Allocation of Losses.........................................
Section 5.04 Statements to Certificateholders.............................
Section 5.05 Tax Returns and Reports to Certificateholders................
Section 5.06 Tax Matters Person...........................................
Section 5.07 Rights of the Tax Matters Person in Respect of the Trustee...
Section 5.08 REMIC Related Covenants......................................
Section 5.09 Determination of LIBOR.......................................
Section 5.10 Grantor Trust Administration.................................
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates.............................................
Section 6.02 Registration of Transfer and Exchange of Certificates........
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates............
Section 6.04 Persons Deemed Owners........................................
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Servicer.....
Section 7.02 Merger or Consolidation of the Depositor or the Servicer.....
Section 7.03 Limitation on Liability of the Depositor, the Servicer
and Others..................................................
Section 7.04 Depositor and Servicer Not to Resign.........................
Section 7.05 Assignment or Delegation of Duties by the Servicer...........
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default............................................
Section 8.02 Remedies of Trustee..........................................
Section 8.03 Directions by Certificateholders and Duties of Trustee
During Event of Default.....................................
Section 8.04 Action upon Certain Failures of the Servicer and upon
Event of Default............................................
Section 8.05 Trustee to Act; Appointment of Successor.....................
Section 8.06 Notification to Certificateholders...........................
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee............................................
Section 9.02 Certain Matters Affecting the Trustee........................
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans........
Section 9.04 Trustee May Own Certificates.................................
Section 9.05 Eligibility Requirements for Trustee.........................
Section 9.06 Resignation and Removal of Trustee...........................
Section 9.07 Successor Trustee............................................
Section 9.08 Merger or Consolidation of Trustee...........................
Section 9.09 Appointment of Co-Trustee or Separate Trustee................
Section 9.10 Authenticating Agents........................................
Section 9.11 Trustee's Fees and Expenses..................................
Section 9.12 Appointment of Custodian.....................................
Section 9.13 Paying Agents................................................
Section 9.14 Limitation of Liability......................................
Section 9.15 Trustee May Enforce Claims Without Possession of
Certificates................................................
Section 9.16 Suits for Enforcement........................................
Section 9.17 Waiver of Bond Requirement...................................
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement....
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or Liquidation
of All Mortgage Loans.......................................
Section 10.02 Additional Termination Requirements..........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement.....................................
Section 11.03 Limitation on Rights of Certificateholders...................
Section 11.04 Governing Law................................................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Certificates Nonassessable and Fully Paid....................
Section 11.08 Access to List of Certificateholders.........................
Section 11.09 Recharacterization...........................................
Section 11.10 Insolvency...................................................
Section 11.11 Regulation AB Compliance; Intent of Parties;
Reasonableness..............................................
EXHIBITS
Exhibit A-1-CB-1 - Form of Face of Class 1-CB-1 Certificate
Exhibit A-2-CB-1 - Form of Face of Class 2-CB-1 Certificate
Exhibit A-3-CB-1 - Form of Face of Class 3-CB-1 Certificate
Exhibit A-4-CB-1 - Form of Face of Class 4-CB-1 Certificate
Exhibit A-CB-IO - Form of Face of Class CB-IO Certificate
Exhibit A-CB-PO - Form of Face of Class CB-PO Certificate
Exhibit A-5-A-1 - Form of Face of Class 5-A-1 Certificate
Exhibit A-5-A-2 - Form of Face of Class 5-A-2 Certificate
Exhibit A-5-A-3 - Form of Face of Class 5-A-3 Certificate
Exhibit A-5-A-4 - Form of Face of Class 5-A-4 Certificate
Exhibit A-5-A-5 - Form of Face of Class 5-A-5 Certificate
Exhibit A-5-A-6 - Form of Face of Class 5-A-6 Certificate
Exhibit A-5-A-R - Form of Face of Class 5-A-R Certificate
Exhibit A-5-IO - Form of Face of Class 5-A-IO Certificate
Exhibit A-5-PO - Form of Face of Class 5-A-PO Certificate
Exhibit A-6-A-1 - Form of Face of Class 6-A-1 Certificate
Exhibit A-7-A-1 - Form of Face of Class 7-A-1 Certificate
Exhibit A-15-IO - Form of Face of Class 15-IO Certificate
Exhibit A-15-PO - Form of Face of Class 15-PO Certificate
Exhibit B-1 - Form of Face of Class B-1 Certificate
Exhibit B-2 - Form of Face of Class B-2 Certificate
Exhibit B-3 - Form of Face of Class B-3 Certificate
Exhibit B-4 - Form of Face of Class B-4 Certificate
Exhibit B-5 - Form of Face of Class B-5 Certificate
Exhibit B-6 - Form of Face of Class B-6 Certificate
Exhibit C - Form of Reverse of all Certificates.................
Exhibit D-1 - Mortgage Loan Schedule (Loan Group 1)...............
Exhibit D-2 - Mortgage Loan Schedule (Loan Group 2)...............
Exhibit D-3 - Mortgage Loan Schedule (Loan Group 3)...............
Exhibit D-4 - Mortgage Loan Schedule (Loan Group 4)...............
Exhibit D-5 - Mortgage Loan Schedule (Loan Group 5)...............
Exhibit D-6 - Mortgage Loan Schedule (Loan Group 6)...............
Exhibit D-7 - Mortgage Loan Schedule (Loan Group 7)...............
Exhibit E - Request for Release of Documents....................
Exhibit F - Form of Certification of Establishment of
Account............................................
Exhibit G-1 - Form of Transferor's Certificate....................
Exhibit G-2A - Form 1 of Transferee's Certificate..................
Exhibit G-2B - Form 2 of Transferee's Certificate..................
Exhibit H - Form of Transferee Representation Letter for
ERISA Restricted Certificates......................
Exhibit I - Form of Affidavit Regarding Transfer of
Residual Certificate...............................
Exhibit J - Contents of Servicing File..........................
Exhibit K - Form of Special Servicing Agreement.................
Exhibit L - List of Recordation States..........................
Exhibit M - Form of Initial Certification of the Trustee........
Exhibit N - Form of Final Certification of the Trustee..........
Exhibit O - Form of Xxxxxxxx-Xxxxx Certification................
Exhibit P - Form of Trustee's Certification.....................
Exhibit Q - Servicing Criteria..................................
Exhibit R-1 - Additional Form 10-D Information ...................
Exhibit R-2 - Additional Form 10-K Information ...................
Exhibit R-3 - Form 8-K Information ...............................
Exhibit S - Yield Maintenance Agreement.........................
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated February 27, 2006, is
hereby executed by and among BANC OF AMERICA MORTGAGE SECURITIES, INC., as
depositor (together with its permitted successors and assigns, the "Depositor"),
BANK OF AMERICA, NATIONAL ASSOCIATION, as servicer (together with its permitted
successors and assigns, the "Servicer"), and XXXXX FARGO BANK, N.A., as trustee
(together with its permitted successors and assigns, the "Trustee").
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the Servicer and the Trustee agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor hereby conveys the
Trust Estate to the Trustee to create the Trust. The Trust Estate for federal
income tax purposes will be treated as three separate real estate mortgage
investment conduits (the "Upper-Tier REMIC," the "Middle-Tier REMIC" and the
"Lower-Tier REMIC," respectively, and each, a "REMIC"). The Senior Certificates
(other than the Class CB-IO, Class CB-PO, Class 15-IO, Class 15-PO, Class 5-A-R
Certificates and the right of the Class 5-A-1 Certificates to receive amounts
from the Reserve Fund) are referred to collectively as the "Regular
Certificates" and shall constitute "regular interests" in the Upper-Tier REMIC.
The Class 1-CB-PO Component, Class 2-CB-PO Component, Class 3-CB-PO Component,
Class 4-CB-PO Component, Class 6-15-PO Component and Class 7-15-PO Component
(the "PO Components"), the Class 1-CB-IO Component, Class 2-CB-IO Component,
Class 3-CB-IO Component, Class 4-CB-IO Component, Class 6-15-IO Component and
Class 7-15-IO Component (the "IO Components" and, collectively with the PO
Components, the "Components") shall also constitute "regular interests" in the
Upper-Tier REMIC. The Uncertificated Middle-Tier Interests shall constitute the
"regular interests" in the Middle-Tier REMIC. The Uncertificated Lower-Tier
Interests shall constitute the "regular interests" in the Lower-Tier REMIC. The
Class R-U Interest shall be the sole "residual interest" in the Upper-Tier
REMIC. The Class R-M Interest shall be the sole "residual interest" in the
Middle-Tier REMIC. The Class X-X Interest shall be the sole "residual interest"
in the Lower-Tier REMIC. The Class 5-A-R Certificate shall represent ownership
of the Class R-U Interest, the Class R-M Interest and the Class X-X Interest.
The portion of the Trust Estate consisting of the Reserve Fund and the Yield
Maintenance Agreement and the right of the Class 5-A-1 Certificates to receive
amounts from the Reserve Fund shall not be assets of any REMIC created
hereunder, but rather shall be assets of the Grantor Trust. The assets of the
Grantor Trust, the Certificates, the Uncertificated Middle-Tier Interests and
the Uncertificated Lower-Tier Interests will represent the entire beneficial
ownership interest in the Trust. The "latest possible maturity date" for federal
income tax purposes of all interests created hereby will be the REMIC
Certificate Maturity Date.
The following tables set forth characteristics of the Certificates
and the Components, together with the minimum denominations and integral
multiples in excess thereof in which the Classes of Certificates shall be
issuable:
Initial Class Integral
Certificate Multiples in
Balance or Pass-Through Minimum Excess of
Classes Notional Amount Rate Denomination Minimum
--------------- ------------------ -------------- ---------------- -------------
Class 1-CB-1 $51,314,000.00 6.000% $1,000 $1
Class 2-CB-1 $90,220,000.00 6.000% $1,000 $1
Class 3-CB-1 $75,638,000.00 6.500% $1,000 $1
Class 4-CB-1 $58,238,000.00 6.500% $1,000 $1
Class CB-IO $5,264,595.00 (1) $1,000,000 $1
Class CB-PO $2,170,897.00 (2) $25,000 $1
Class 5-A-1 $17,627,000.00 (3) $1,000 $1
Class 5-A-2 $17,627,000.00 (4) $1,000,000 $1
Class 5-A-3 $13,777,000.00 6.000% $1,000 $1
Class 5-A-4 $1,531,000.00 6.000% $1,000 $1
Class 5-A-5 $35,797,000.00 6.000% $1,000 $1
Class 5-A-6 $4,333,000.00 6.000% $1,000 $1
Class 5-A-R $100.00 6.000% $100 N/A
Class 5-IO $5,556,109.00 6.000% $1,000,000 $1
Class 5-PO $298,441.00 (5) $25,000 $1
Class 6-A-1 $39,800,000.00 5.500% $1,000 $1
Class 7-A-1 $34,898,000.00 6.000% $1,000 $1
Class 15-IO $1,940,983.00 (6) $1,000,000 $1
Class 15-PO $728,066.00 (7) $25,000 $1
Class B-1 $8,455,000.00 (8) $25,000 $1
Class B-2 $3,336,000.00 (8) $25,000 $1
Class B-3 $2,446,000.00 (8) $25,000 $1
Class B-4 $1,780,000.00 (8) $25,000 $1
Class B-5 $1,334,000.00 (8) $25,000 $1
Class B-6 $1,112,841.00 (8) $25,000 $1
Initial Component Integral
Balance or Multiples In
Component Pass-Through Minimum Excess Of
Components Notional Amount Rate Denomination Minimum
----------------- ------------------- ------------- ------------- --------------
Class 1-CB-IO $898,959.00 6.000% N/A N/A
Class 2-CB-IO $1,410,104.00 6.000% N/A N/A
Class 3-CB-IO $1,549,973.00 6.000% N/A N/A
Class 4-CB-IO $1,405,559.00 6.000% N/A N/A
Class 6-15-IO $1,107,184.00 5.750% N/A N/A
Class 7-15-IO $833,799.00 5.750% N/A N/A
Class 1-CB-PO $455,662.00 (9) N/A N/A
Class 2-CB-PO $1,187,576.00 (9) N/A N/A
Class 3-CB-PO $242,881.00 (9) N/A N/A
Class 4-CB-PO $284,778.00 (9) N/A N/A
Class 6-15-PO $538,813.00 (9) N/A N/A
Class 7-15-PO $189,253.00 (9) N/A N/A
------------
(1) The Class CB-IO Certificates are Interest Only Certificates and will be
deemed for purposes of distributions of interest to consist of four
Components described in the table: the Class 1-CB-IO Component, the Class
2-CB-IO Component, the Class 3-CB-IO Component and the Class 4-CB-IO
Component. These Components are not severable.
(2) The Class CB-PO Certificates are Principal Only Certificates and will be
deemed for purposes of distributions of principal to consist of four
Components as described in the table: the Class 1-CB-PO Component, the
Class 2-CB-PO Component, the Class 3-CB-PO Component and the Class 4-CB-PO
Component. These Components are not severable.
(3) During the initial Interest Accrual Period, interest will accrue on the
Class 5-A-1 Certificates at the rate of 5.420% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class
5-A-1 Certificates at a per annum rate equal to (i) 0.850% plus (ii)
LIBOR, subject to a minimum rate of 0.850% and a maximum rate of 6.000%.
(4) During the initial Interest Accrual Period, interest will accrue on the
Class 5-A-2 Certificates at the rate of 0.580% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class
5-A-2 Certificates at a per annum rate equal to (i) 5.150% minus (ii)
LIBOR, subject to a minimum rate of 0.000% and a maximum rate of 5.150%.
(5) The Class 5-PO Certificates are Principal Only Certificates and will not
be entitled to distributions in respect of interest.
(6) The Class 15-IO Certificates are Interest Only Certificates and will be
deemed for purposes of distributions of interest to consist of two
Components described in the table: the Class 6-15-IO Component and the
Class 7-15-IO Component. These Components are not severable.
(7) The Class 15-PO Certificates are Principal Only Certificates and will be
deemed for purposes of distributions of principal to consist of two
Components as described in the table: the Class 6-15-PO Component and the
Class 7-15-PO Component. These Components are not severable.
(8) Interest will accrue on the Class B Certificates for each Distribution
Date at a per annum rate equal to the weighted average (based on the Group
Subordinate Amount for each Loan Group) of (i) with respect to Loan Group
1, 6.000%, (ii) with respect to Loan Group 2, 6.000%, (iii) with respect
to Loan Group 3, 6.500%, (iv) with respect to Loan Group 4, 6.500%, (v)
with respect to Loan Group 5, 6.000%, (vi) with respect to Loan Group 6,
5.500% and (vii) with respect to Loan Group 7, 6.000%.
(9) The Class 1-CB-PO, Class 2-CB-PO, Class 3-CB-PO, Class 4-CB-PO, Class
6-15-PO and Class 7-15-PO Components are Principal Only Components and
will not be entitled to distributions in respect of interest.
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article:
10-K Filing Deadline: As defined in Section 3.22(c).
1933 Act: The Securities Act of 1933, as amended.
Accrued Certificate Interest: For any Distribution Date and each
interest-bearing Class (other than the Class CB-IO and Class 15-IO
Certificates), one month's interest accrued during the related Interest Accrual
Period at the applicable Pass-Through Rate on the applicable Class Certificate
Balance or Notional Amount. For any Distribution Date and the Class CB-IO
Certificates, the sum of the Accrued Component Interest for the Class 1-CB-IO
Component, the Class 2-CB-IO Component, the Class 3-CB-IO Component and the
Class 4-CB-IO Component. For any Distribution Date and the Class 15-IO
Certificates, the sum of the Accrued Component Interest for the Class 6-15-IO
Component and the Class 7-15-IO Component.
Accrued Component Interest: For any Distribution Date and each IO
Component, one month's interest accrued during the related Interest Accrual
Period at the applicable Pass-Through Rate on the applicable Notional Amount.
Additional Form 10-D Information: As defined in Section 3.22(b).
Additional Form 10-K Information: As defined in Section 3.22(c).
Additional Servicer: As defined in Section 3.02(e)
Adjusted Pool Amount: With respect to any Distribution Date and Loan
Group, the Cut-off Date Pool Principal Balance of the Mortgage Loans in such
Loan Group minus the sum of (i) all amounts in respect of principal received in
respect of the Mortgage Loans in such Loan Group (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Principal Prepayments,
Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates and (ii) the principal portion of all Realized Losses (other than Debt
Service Reductions) incurred on the Mortgage Loans in such Loan Group from the
Cut-off Date through the end of the month preceding such Distribution Date.
Adjusted Pool Amount (Non-PO Portion): With respect to any
Distribution Date and Loan Group, the difference between the Adjusted Pool
Amount and the Adjusted Pool Amount (PO Portion).
Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date and Loan Group, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans of such Loan Group: the product of (i) the PO
Percentage for each such Mortgage Loan and (ii) the remainder of (A) the Cut-off
Date Principal Balance of such Mortgage Loan minus (B) the sum of (x) all
amounts in respect of principal received in respect of such Mortgage Loan
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed to Holders of the Certificates of the
Related Group on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-off Date through the end of the
month preceding such Distribution Date.
Advance: A Periodic Advance or a Servicing Advance.
Aggregate Subordinate Percentage: As to any Distribution Date, the
aggregate Class Certificate Balance of the Class B Certificates divided by the
aggregate Pool Stated Principal Balance (Non-PO Portion) for all of the Loan
Groups.
Agreement: This Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date and
Loan Group, the total of the amounts held in the Servicer Custodial Account at
the close of business on the preceding Determination Date on account of (i)
Principal Prepayments and Liquidation Proceeds received or made on the Mortgage
Loans in such Loan Group in the month of such Distribution Date and (ii)
payments which represent receipt of Monthly Payments on the Mortgage Loans in
such Loan Group in respect of a Due Date or Due Dates subsequent to the related
Due Date.
Ancillary Income: All prepayment premiums (if any), assumption fees,
late payment charges and all other ancillary income and fees with respect to the
Mortgage Loans.
Appraised Value: With respect to any Mortgaged Property, either (i)
the lesser of (a) the appraised value determined in an appraisal obtained by the
originator at origination of such Mortgage Loan or an automated valuation model
or tax assessed value (if permitted by the applicable mortgage loan program) and
(b) the sales price for such property, except that, in the case of Mortgage
Loans the proceeds of which were used to refinance an existing mortgage loan,
the Appraised Value of the related Mortgaged Property is the appraised value
thereof determined either in an appraisal obtained at the time of refinancing or
an automated valuation model or tax assessed value (if permitted by the
applicable mortgage loan program), or (ii) the appraised value determined in an
appraisal made at the request of a Mortgagor subsequent to origination in order
to eliminate the Mortgagor's obligation to keep a Primary Insurance Policy in
force.
Assignment of Mortgage: An individual assignment of the Mortgage,
notice of transfer or equivalent instrument in recordable form, sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property is located
to give record notice of the sale of the Mortgage.
Authenticating Agents: As defined in Section 9.10.
Bank of America: Bank of America, National Association, a national
banking association, or its successor in interest.
BBA: As defined in Section 5.09.
Book-Entry Certificate: Any Class of Certificates other than the
Physical Certificates.
BPP Mortgage Loan: Any Mortgage Loan which includes a Borrowers
Protection Plan(R) addendum to the related Mortgage Note whereby Bank of America
agrees to cancel (i) certain payments of principal and interest on such Mortgage
Loan for up to twelve months upon the disability or involuntary unemployment of
the Mortgagor or (ii) the outstanding principal balance of the Mortgage Loan
upon the accidental death of the Mortgagor; provided that such Borrowers
Protection Plan(R) has not been terminated in accordance with its terms.
BPP Mortgage Loan Payment: With respect to any BPP Mortgage Loan,
the Monthly Covered Amount or Total Covered Amount, if any, payable by Bank of
America pursuant to Section 5 of the Mortgage Loan Purchase Agreement.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of North Carolina, the State of
New York, the State of Minnesota, each state in which the servicing offices of
the Servicer are located or each state in which the Corporate Trust Office is
located are required or authorized by law or executive order to be closed.
Calculated Principal Distribution: As defined in Section 5.03(d).
Certificate: Any of the Banc of America Alternative Loan Trust
2006-2 Mortgage Pass-Through Certificates, Series 2006-2 that are issued
pursuant to this Agreement.
Certificate Account: The Eligible Account created and maintained by
the Trustee pursuant to Section 3.08(c) in the name of the Trustee for the
benefit of the Certificateholders and designated "Xxxxx Fargo Bank, N.A., in
trust for registered holders of Banc of America Alternative Loan Trust 2006-2
Mortgage Pass-Through Certificates, Series 2006-2." The Certificate Account
shall be deemed to consist of nine sub-accounts; one for each Group, an eighth
sub-account referred to herein as the Middle-Tier Certificate Sub-Account and a
ninth sub-account referred to herein as the Upper-Tier Certificate Sub-Account.
Funds in the Certificate Account shall be held in trust for the Holders of the
Certificates of such Group for the uses and purposes set forth in this
Agreement.
Certificate Balance: With respect to any Certificate at any date,
the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the product of the Percentage
Interest of such Certificate and the Class Certificate Balance of the Class of
Certificates of which such Certificate is a part.
Certificate Custodian: Initially, Xxxxx Fargo Bank, N.A.; thereafter
any other Certificate Custodian acceptable to the Depository and selected by the
Trustee.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of a Book-Entry Certificate. With respect to
any Definitive Certificate, the Certificateholder of such Certificate.
Certificate Register: The register maintained pursuant to Section
6.02.
Certificate Registrar: The registrar appointed pursuant to Section
6.02.
Certificateholder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, the Servicer or any affiliate thereof shall be deemed not
to be outstanding and the Percentage Interest and Voting Rights evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, unless such entity is the
registered owner of the entire Class of Certificates, provided that the Trustee
shall not be responsible for knowing that any Certificate is registered in the
name of such an affiliate unless one of its Responsible Officers has actual
knowledge.
Certification: As defined in Section 3.22(c).
Class: As to the Certificates, the Class 1-CB-1, Class 2-CB-1, Class
3-CB-1, Class 4-CB-1, Class CB-IO, Class CB-PO, Class 5-A-1, Class 5-A-2, Class
5-A-3, Class 5-A-4, Class 5-A-5, Class 5-A-6, Class 5-A-R, Class 5-IO, Class
5-PO, Class 6-A-1, Class 7-A-1, Class 15-IO, Class 15-PO, Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6, as the case may be.
Class 1-CB-IO Notional Amount: As to any Distribution Date and the
Class 1-CB-IO Component, the product of (i) the aggregate Stated Principal
Balance of the Group 1 Premium Mortgage Loans on the Due Date in the month
preceding the month of such Distribution Date and (ii) a fraction, (a) the
numerator of which is equal to the weighted average of the Net Mortgage Interest
Rates of the Group 1 Premium Mortgage Loans (based on the Stated Principal
Balances of the Group 1 Premium Mortgage Loans as of the Due Date in the month
preceding the month of such Distribution Date) minus 6.000% and (b) the
denominator of which is equal to 6.000%.
Class 15-IO Notional Amount: As to any Distribution Date, the sum of
the Class 6-15-IO Notional Amount and the Class 7-15-IO Notional Amount.
Class 2-CB-IO Notional Amount: As to any Distribution Date and the
Class 2-CB-IO Component, the product of (i) the aggregate Stated Principal
Balance of the Group 2 Premium Mortgage Loans on the Due Date in the month
preceding the month of such Distribution Date and (ii) a fraction, (a) the
numerator of which is equal to the weighted average of the Net Mortgage Interest
Rates of the Group 2 Premium Mortgage Loans (based on the Stated Principal
Balances of the Group 2 Premium Mortgage Loans as of the Due Date in the month
preceding the month of such Distribution Date) minus 6.000% and (b) the
denominator of which is equal to 6.000%.
Class 3-CB-IO Notional Amount: As to any Distribution Date and the
Class 3-CB-IO Component, the product of (i) the aggregate Stated Principal
Balance of the Group 3 Premium Mortgage Loans on the Due Date in the month
preceding the month of such Distribution Date and (ii) a fraction, (a) the
numerator of which is equal to the weighted average of the Net Mortgage Interest
Rates of the Group 3 Premium Mortgage Loans (based on the Stated Principal
Balances of the Group 3 Premium Mortgage Loans as of the Due Date in the month
preceding the month of such Distribution Date) minus 6.500% and (b) the
denominator of which is equal to 6.000%.
Class 4-CB-IO Notional Amount: As to any Distribution Date and the
Class 4-CB-IO Component, the product of (i) the aggregate Stated Principal
Balance of the Group 4 Premium Mortgage Loans on the Due Date in the month
preceding the month of such Distribution Date and (ii) a fraction, (a) the
numerator of which is equal to the weighted average of the Net Mortgage Interest
Rates of the Group 4 Premium Mortgage Loans (based on the Stated Principal
Balances of the Group 4 Premium Mortgage Loans as of the Due Date in the month
preceding the month of such Distribution Date) minus 6.500% and (b) the
denominator of which is equal to 6.000%.
Class 5-A-2 Notional Amount: As to any Distribution Date and the
Class 5-A-2 Certificates, the Class Certificate Balance of the Class 5-A-1
Certificates.
Class 5-A-3 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date, the amount, if any, by which the Class
Certificate Balance of the Class 5-A-3 Certificates would be reduced as a result
of the allocation of any reduction pursuant to Section 5.03(b) to such Class,
without regard to the operation of Section 5.03(e).
Class 5-A-4 Loss Allocation Amount: With respect to any Distribution
Date after the Senior Credit Support Depletion Date, the lesser of (a) the Class
Certificate Balance of the Class 5-A-4 Certificates with respect to such
Distribution Date prior to any reduction for the Class 5-A-4 Loss Allocation
Amount and (b) the Class 5-A-3 Loss Amount with respect to such Distribution
Date.
Class 5-IO Notional Amount: As to any Distribution Date and the
Class 5-IO Certificates, the product of (i) the aggregate Stated Principal
Balance of the Group 5 Premium Mortgage Loans on the Due Date in the month
preceding the month of such Distribution Date and (ii) a fraction, (a) the
numerator of which is equal to the weighted average of the Net Mortgage Interest
Rates of the Group 5 Premium Mortgage Loans (based on the Stated Principal
Balances of the Group 5 Premium Mortgage Loans as of the Due Date in the month
preceding the month of such Distribution Date) minus 6.000% and (b) the
denominator of which is equal to 6.000%.
Class 6-15-IO Notional Amount: As to any Distribution Date and the
Class 6-15-IO Component, the product of (i) the aggregate Stated Principal
Balance of the Group 6 Premium Mortgage Loans on the Due Date in the month
preceding the month of such Distribution Date and (ii) a fraction, (a) the
numerator of which is equal to the weighted average of the Net Mortgage Interest
Rates of the Group 6 Premium Mortgage Loans (based on the Stated Principal
Balances of the Group 6 Premium Mortgage Loans as of the Due Date in the month
preceding the month of such Distribution Date) minus 5.500% and (b) the
denominator of which is equal to 5.750%.
Class 7-15-IO Notional Amount: As to any Distribution Date and the
Class 7-15-IO Component, the product of (i) the aggregate Stated Principal
Balance of the Group 7 Premium Mortgage Loans on the Due Date in the month
preceding the month of such Distribution Date and (ii) a fraction, (a) the
numerator of which is equal to the weighted average of the Net Mortgage Interest
Rates of the Group 7 Premium Mortgage Loans (based on the Stated Principal
Balances of the Group 7 Premium Mortgage Loans as of the Due Date in the month
preceding the month of such Distribution Date) minus 6.000% and (b) the
denominator of which is equal to 5.750%.
Class B Certificates: The Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates.
Class CB-IO Notional Amount: As to any Distribution Date, the sum of
the Class 1-CB-IO Notional Amount, the Class 2-CB-IO Notional Amount, the Class
3-CB-IO Notional Amount and the Class 4-CB-IO Notional Amount.
Class Certificate Balance: With respect to any Class (other than the
Class CB-IO, Class CB-PO, Class 5-A-2, Class 5-IO, Class 15-IO and Class 15-PO
Certificates) and any date of determination, and subject to Section 5.03(e), the
Initial Class Certificate Balance of such Class minus (A) the sum of (i) all
distributions of principal made with respect thereto (including in the case of
any Class of Subordinate Certificates any principal otherwise payable to such
Class of Subordinate Certificates used to pay any PO Deferred Amounts), (ii) all
reductions in Class Certificate Balance previously allocated thereto pursuant to
Section 5.03(b) and (iii) in the case of the Class 5-A-4 Certificates, any
reduction allocated thereto pursuant to Section 5.03(e) plus (B) the sum of (i)
all increases in Class Certificate Balance previously allocated thereto pursuant
to Section 5.03(b) and (ii) in the case of the Class 5-A-4 Certificates, any
increases allocated thereto pursuant to Section 5.03(e). The Class CB-IO, Class
5-A-2, Class 5-IO and Class 15-IO Certificates are Interest Only Certificates
and have no Class Certificate Balance. The Class Certificate Balance of the
Class CB-PO Certificates as of any date of determination shall equal the sum of
the Component Balances of the Class 1-CB-PO Component, the Class 2-CB-PO
Component, the Class 3-CB-PO Component and the Class 4-CB-PO Component. The
Class Certificate Balance of the Class 15-PO Certificates as of any date of
determination shall equal the sum of the Component Balances of the Class 6-15-PO
Component and the Class 7-15-PO Component.
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class (other than the Class CB-IO and Class 15-IO
Certificates), the amount by which Accrued Certificate Interest for such Class
(as reduced pursuant to Section 5.02(c)) exceeds the amount of interest actually
distributed on such Class on such Distribution Date pursuant to clause (i) of
the definition of "Interest Distribution Amount."
Class Unpaid Interest Shortfall: As to any Distribution Date and
each interest-bearing Class (other than the Class CB-IO and Class 15-IO
Certificates), the amount by which the aggregate Class Interest Shortfalls for
such Class on prior Distribution Dates exceeds the amount of interest actually
distributed on such Class on such prior Distribution Dates pursuant to clause
(ii) of the definition of "Interest Distribution Amount." As to any Distribution
Date and the Class CB-IO Certificates, the sum of the Component Unpaid Interest
Shortfalls for the Class 1-CB-IO Component, the Class 2-CB-IO Component, the
Class 3-CB-IO Component and the Class 4-CB-IO Component. As to any Distribution
Date and the Class 15-IO Certificates, the sum of the Component Unpaid Interest
Shortfalls for the Class 6-15-IO Component and the Class 7-15-IO Component.
Closing Date: February 27, 2006.
Code: The Internal Revenue Code of 1986, as amended.
Compensating Interest: With respect to any Distribution Date, the
least of (a) the aggregate Servicing Fee for such Distribution Date (before
giving effect to any reduction pursuant to Section 3.17), (b) the Prepayment
Interest Shortfall for such Distribution Date and (c) one-twelfth of 0.25% of
the aggregate Stated Principal Balance of the Mortgage Loans.
Component: As defined in the Preliminary Statement.
Component Balance: With respect to any PO Component and any date of
determination, the Initial Component Balance of such Component minus the sum of
(i) all distributions of principal made with respect thereto and (ii) all
reductions in Component Balance previously allocated thereto pursuant to Section
5.03(b). The IO Components are interest-only Components and have no Component
Balance.
Component Interest Distribution Amount: For any Distribution Date
and each IO Component, the sum of (i) the Accrued Component Interest and (ii)
any Component Unpaid Interest Shortfall for such Component. The PO Components
are principal only Components and are not entitled to distributions of interest.
Component Interest Shortfall: For any Distribution Date and each IO
Component, the amount by which Accrued Component Interest for such Component
exceeds the amount of interest actually distributed on such Component on such
Distribution Date pursuant to clause (i) of the definition of "Component
Interest Distribution Amount."
Component Notional Amount: As of any Distribution Date, any of the
Class 1-CB-IO Notional Amount, Class 2-CB-IO Notional Amount, Class 3-CB-IO
Notional Amount, Class 4-CB-IO Notional Amount, the Class 6-15-IO Notional
Amount or Class 7-15-IO Notional Amount.
Component Unpaid Interest Shortfall: As to any Distribution Date and
each IO Component, the amount by which the aggregate Component Interest
Shortfalls for such Component on prior Distribution Dates exceeds the amount of
interest actually distributed on such Component on such prior Distribution Dates
pursuant to clause (ii) of the definition of "Component Interest Distribution
Amount."
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business with
respect to this Agreement is conducted, which office at the date of the
execution of this instrument is located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000-0000, Attention: Corporate Trust Services - BOALT 2006-2, and for
certificate transfer purposes is located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Services - BOALT
2006-2, or at such other address as the Trustee may designate from time to time
by notice to the Certificateholders, the Depositor and the Servicer.
Corresponding Upper-Tier Class, Classes or Component: As to the
following Uncertificated Middle-Tier Interests, the Corresponding Upper-Tier
Class, Classes or Component, as follows:
Uncertificated Corresponding Upper-Tier
Middle-Tier Interest Class, Classes or Component
-------------------------------- -----------------------------------------------
Class 1-CB-M1 Interest Class 1-CB-1 Certificates
Class 1-CB-MIO Interest Class 1-CB-IO Component
Class 1-CB-MPO Interest Class 1-CB-PO Component
Class 2-CB-M1 Interest Class 2-CB-1 Certificates
Class 2-CB-MIO Interest Class 2-CB-IO Component
Class 2-CB-MPO Interest Class 2-CB-PO Component
Class 3-CB-M1 Interest Class 3-CB-1 Certificates
Class 3-CB-MIO Interest Class 3-CB-IO Component
Class 3-CB-MPO Interest Class 3-CB-PO Component
Class 4-CB-M1 Interest Class 4-CB-1 Certificates
Class 4-CB-MIO Interest Class 4-CB-IO Component
Class 4-CB-MPO Interest Class 4-CB-PO Component
Class 5-A-M1 Interest Class 5-A-1 and Class 5-A-2 Certificates
Class 5-A-M3 Interest Class 5-A-3, Class 5-A-4, Class 5-A-5 and
Class 5-A-6 Certificates
Class 5-A-MUR Interest Class 5-A-R Certificate
Class 5-MIO Interest Class 5-IO Certificates
Class 5-MPO Interest Class 5-PO Certificates
Class 6-A-M1 Interest Class 6-A-1 Certificates
Class 6-15-MIO Interest Class 6-15-IO Component
Class 6-15-MPO Interest Class 6-15-PO Component
Class 7-A-M1 Interest Class 7-A-1 Certificates
Class 7-15-MIO Interest Class 7-15-IO Component
Class 7-15-MPO Interest Class 7-15-PO Component
Class B-M1 Interest Class B-1 Certificates
Class B-M2 Interest Class B-2 Certificates
Class B-M3 Interest Class B-3 Certificates
Class B-M4 Interest Class B-4 Certificates
Class B-M5 Interest Class B-5 Certificates
Class B-M6 Interest Class B-6 Certificates
Counterparty: Bank of America, National Association.
Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 9.12. The Custodian
may (but need not) be the Trustee or any Person directly or indirectly
controlling or controlled by or under common control of either of them. Neither
the Servicer nor the Depositor, nor any Person directly or indirectly
controlling or controlled by or under common control with any such Person may be
appointed Custodian.
Customary Servicing Procedures: With respect to the Servicer,
procedures (including collection procedures) that the Servicer customarily
employs and exercises in servicing and administering mortgage loans for its own
account and which are in accordance with accepted mortgage servicing practices
of prudent lending institutions servicing mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located.
Cut-off Date: February 1, 2006.
Cut-off Date Pool Principal Balance: For each Loan Group the
aggregate of the Cut-off Date Principal Balances of the Mortgage Loans in such
Loan Group which is $54,011,938.46 for Loan Group 1, $95,366,148.84 for Loan
Group 2, $79,166,715.41 for Loan Group 3, $61,056,863.20 for Loan Group 4,
$76,539,965.87 for Loan Group 5, $42,085,419.35 for Loan Group 6 and
$36,607,295.49 for Loan Group 7.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-off Date,
reduced by all installments of principal due on or prior thereto whether or not
paid.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (i) the Monthly Payment due on the related Due
Date under the terms of such Mortgage Loan over (ii) the amount of the monthly
payment of principal and/or interest required to be paid with respect to such
Due Date by the Mortgagor as established by a court of competent jurisdiction
(pursuant to an order which has become final and nonappealable) as a result of a
proceeding initiated by or against the related Mortgagor under the Bankruptcy
Code, as amended from time to time (11 U.S.C.); provided that no such excess
shall be considered a Debt Service Reduction so long as (a) the Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payment due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the Servicer in
accordance with the terms of such Mortgage Loan as in effect on the Cut-off
Date.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became
the subject of a Debt Service Reduction.
Defective Mortgage Loan: Any Mortgage Loan which is required to be
cured, repurchased or substituted for pursuant to Section 2.02 or 2.04.
Deficient Valuation: As to any Mortgage Loan and any Determination
Date, the excess of (i) the then outstanding indebtedness under such Mortgage
Loan over (ii) the secured valuation thereof established by a court of competent
jurisdiction (pursuant to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payments due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the Servicer in
accordance with the terms of such Mortgage Loan as in effect on the Cut-off
Date.
Deficient Valuation Mortgage Loan: Any Mortgage Loan that became the
subject of a Deficient Valuation.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Depositor: Banc of America Mortgage Securities, Inc., a Delaware
corporation, or its successor in interest, as depositor of the Trust Estate.
Depository: The Depository Trust Company, the nominee of which is
Cede & Co., as the registered Holder of the Book-Entry Certificates or any
successor thereto appointed in accordance with this Agreement. The Depository
shall at all times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform Commercial Code of the State of New York.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: As to any Distribution Date, the 16th day of the
month of the related Distribution Date or, if such 16th day is not a Business
Day, the Business Day immediately preceding such 16th day.
Discount Mortgage Loan: Any Group 1 Discount Mortgage Loan, Group 2
Discount Mortgage Loan, Group 3 Discount Mortgage Loan, Group 4 Discount
Mortgage Loan, Group 5 Discount Mortgage Loan, Group 6 Discount Mortgage Loan or
Group 7 Discount Mortgage Loan.
Distribution Date: The 25th day of each month beginning in March
2006 (or, if such day is not a Business Day, the next Business Day).
Due Date: As to any Distribution Date and each Mortgage Loan, the
first day in the calendar month of such Distribution Date.
Eligible Account: Any of (i) an account or accounts maintained with
(a) Bank of America, or (b) a federal or state chartered depository institution
or trust company the short-term unsecured debt obligations of which (or, in the
case of a depository institution or trust company that is the principal
subsidiary of a holding company, the debt obligations of such holding company)
have the highest short-term ratings of each Rating Agency at the time any
amounts are held on deposit therein, or (ii) an account or accounts in a
depository institution or trust company in which such accounts are insured by
the FDIC (to the limits established by the FDIC) and the uninsured deposits in
which accounts are otherwise secured such that, as evidenced by an Opinion of
Counsel delivered to the Trustee and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral (which shall
be limited to Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository institution or
trust company in which such account is maintained, or (iii) a trust account or
accounts maintained with the trust department of a federal or state chartered
depository institution or trust company, acting in its fiduciary capacity or
(iv) any other account acceptable to each Rating Agency. Eligible Accounts may
bear interest and may include, if otherwise qualified under this definition,
accounts maintained with the Trustee or Bank of America.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: Any Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 or Class B-6 Certificate.
Escrow Account: As defined in Section 3.09(a).
Escrow Payments: The amounts constituting taxes, assessments,
Primary Insurance Policy premiums, fire and hazard insurance premiums and other
payments as may be required to be escrowed by the Mortgagor with the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
Events of Default: As defined in Section 8.01.
Excess Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage
Loan received in the calendar month in which such Mortgage Loan became a
Liquidated Mortgage Loan, net of any amounts previously reimbursed to the
Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan
pursuant to Section 3.11(a)(iii), exceeds (i) the unpaid principal balance of
such Liquidated Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due Date as to which interest was last paid
or for which a Periodic Advance was made (and not reimbursed) up to the Due Date
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.
Exchange Act: The Securities Exchange Act of 1934, as amended.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
10.01.
Financial Market Service: Bloomberg Financial Service and any other
financial information provider designated by the Depositor by written notice to
the Trustee.
FIRREA: The Financial Institutions Reform, Recovery and Enforcement
Act of 1989, as amended.
Fitch: Fitch Ratings, or any successor thereto.
Form 8-K: As defined in Section 3.22(a).
Form 8-K Information: As defined in Section 3.22(d).
Form 10-D: As defined in Section 3.22(a).
Form 10-K: As defined in Section 3.22(a).
Fractional Interest: As defined in Section 5.02(d).
Grantor Trust: That portion of the Trust exclusive of the REMICs
consisting of (i) the right of the Class 5-A-1 Certificates to receive amounts
from the Reserve Fund and (ii) the Yield Maintenance Agreement and the Reserve
Fund.
Group: Any of Group 1, Group 2, Group 3, Group 4, Group 5, Group 6
or Group 7.
Group 1: The Group 1 Senior Certificates, the Class 1-CB-IO
Component and the Class 1-CB-PO Component.
Group 1 Discount Mortgage Loan. A Group 1 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 6.000% per
annum.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1
hereto.
Group 1 Premium Mortgage Loan: A Group 1 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is equal to or greater than
6.000% per annum.
Group 1 Senior Certificates: Class 1-CB-1 Certificates.
Group 2: The Group 2 Senior Certificates, the Class 2-CB-IO
Component and the Class 2-CB-PO Component.
Group 2 Discount Mortgage Loan. A Group 2 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 6.000% per
annum.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2
hereto.
Group 2 Premium Mortgage Loan: A Group 2 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is equal to or greater than
6.000% per annum.
Group 2 Senior Certificates: Class 2-CB-1 Certificates.
Group 3: The Group 3 Senior Certificates, the Class 3-CB-IO
Component and the Class 3-CB-PO Component.
Group 3 Discount Mortgage Loan: A Group 3 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 6.500% per
annum.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3
hereto.
Group 3 Premium Mortgage Loan: A Group 3 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is equal to or greater than
6.500% per annum.
Group 3 Senior Certificates: Class 3-CB-1 Certificates.
Group 4: The Group 4 Senior Certificates, the Class 4-CB-IO
Component and the Class 4-CB-PO Component.
Group 4 Discount Mortgage Loan: A Group 4 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 6.500% per
annum.
Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-4
hereto.
Group 4 Premium Mortgage Loan: A Group 4 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is equal to or greater than
6.500% per annum.
Group 4 Senior Certificates: Class 4-CB-1 Certificates.
Group 5: The Group 5 Senior Certificates.
Group 5 Discount Mortgage Loan: A Group 5 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 6.000% per
annum.
Group 5 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-5
hereto.
Group 5 Premium Mortgage Loan: A Group 5 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is equal to or greater than
6.000% per annum.
Group 5 Senior Certificates: Class 5-A-1, Class 5-A-2, Class 5-A-3,
Class 5-A-4, Class 5-A-5, Class 5-A-6, Class 5-A-R, Class 5-IO and Class 5-PO
Certificates.
Group 6: The Group 6 Senior Certificates, the Class 6-15-IO
Component and the Class 6-15-PO Component.
Group 6 Discount Mortgage Loan: A Group 6 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 5.500% per
annum.
Group 6 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-6
hereto.
Group 6 Premium Mortgage Loan: A Group 6 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is equal to or greater than
5.500% per annum.
Group 6 Senior Certificates: Class 6-A-1 Certificates.
Group 7: The Group 7 Senior Certificates, the Class 7-15-IO
Component and the Class 7-15-PO Component.
Group 7 Discount Mortgage Loan: A Group 7 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 6.000% per
annum.
Group 7 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-7
hereto.
Group 7 Premium Mortgage Loan: A Group 7 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is equal to or greater than
6.000% per annum.
Group 7 Senior Certificates: Class 7-A-1 Certificates.
Group Subordinate Amount: With respect to any Distribution Date and
any Loan Group, the excess of the Pool Stated Principal Balance (Non-PO Portion)
for such Loan Group over the aggregate Class Certificate Balance of the Senior
Non-PO Certificates of the Related Group immediately prior to such date.
Holder: A Certificateholder.
Independent: When used with respect to any specified Person means
such a Person who (i) is in fact independent of the Depositor and the Servicer,
(ii) does not have any direct financial interest or any material indirect
financial interest in the Depositor or the Servicer or in an affiliate of either
of them, and (iii) is not connected with the Depositor or the Servicer as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.
Initial Class Certificate Balance: As to each Class of Certificates
(other than the Class CB-IO, Class CB-PO, Class 5-A-2, Class 5-IO, Class 15-IO
and Class 15-PO Certificates), the Class Certificate Balance set forth in the
Preliminary Statement. The Class CB-IO, Class 5-A-2, Class 5-IO and Class 15-IO
Certificates are Interest Only Certificates and have no Initial Class
Certificate Balance. The Initial Class Certificate Balance of the Class CB-PO
Certificates is the sum of the Initial Component Balances for the Class 1-CB-PO,
Class 2-CB-PO, Class 3-CB-PO and Class 4-CB-PO Components. The Initial Class
Certificate Balance of the Class 15-PO Certificates is the sum of the Initial
Component Balances for the Class 6-15-PO and Class 7-15-PO Components.
Initial Component Balance: As to each PO Component, the Component
Balance set forth in the Preliminary Statement. The IO Components are
interest-only Components and have no Initial Component Balance.
Initial Component Notional Amount: As to each IO Component, the
Component Notional Amount set forth in the Preliminary Statement.
Initial Notional Amount: For the Class CB-IO Certificates, the sum
of the Initial Component Notional Amounts for the Class 1-CB-IO, Class 2-CB-IO,
Class 3-CB-IO and Class 4-CB-IO Components. For the Class 5-A-2 and Class 5-IO
Certificates, the respective Notional Amounts set forth in the Preliminary
Statement. For the Class 15-IO Certificates, the sum of the Initial Component
Notional Amounts for the Class 6-15-IO and Class 7-15-IO Components.
Insurance Policy: With respect to any Mortgage Loan included in the
Trust Estate, any related insurance policy, including all riders and
endorsements thereto in effect, including any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each Class
of Certificates (other than the Class CB-IO, Class CB-PO, Class 5-A-1, Class
5-A-2, Class 5-IO, Class 5-PO, Class 15-IO and Class 15-PO Certificates) and
each IO Component, the period from and including the first day of the calendar
month preceding the calendar month of such Distribution Date to but not
including the first day of the calendar month of such Distribution Date. As to
any Distribution Date and the Class 5-A-1 and Class 5-A-2 Certificates, the
period from and including the 25th day of the calendar month preceding the
calendar month in which such Distribution Date occurs and ending on the 24th day
of the calendar month in which such Distribution Date occurs.
Interest Distribution Amount: For any Distribution Date and each
interest-bearing Class (other than the Class CB-IO and Class 15-IO
Certificates), the sum of (i) the Accrued Certificate Interest, subject to
reduction pursuant to Section 5.02(c) and (ii) any Class Unpaid Interest
Shortfall for such Class. For any Distribution Date and the Class CB-IO
Certificates, the sum of the Component Interest Distribution Amounts for the
Class 1-CB-IO Component, the Class 2-CB-IO Component, the Class 3-CB-IO
Component and the Class 4-CB-IO Component. For any Distribution Date and the
Class 15-IO Certificates, the sum of the Component Interest Distribution Amounts
for the Class 6-15-IO Component and the Class 7-15-IO Component.
Interest Only Certificates: Any Class of Certificates entitled to
distributions of interest, but no distributions of principal. The Class CB-IO,
Class 5-A-2, Class 5-IO and Class 15-IO Certificates are the only Classes of
Interest Only Certificates.
IO Component: As defined in the Preliminary Statement.
LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations for one-month U.S. Dollar deposits, as
determined by the Trustee in accordance with Section 5.09.
LIBOR Business Day: Any Business Day on which banks are open for
dealing in foreign currency and exchange in London, England and the City of New
York.
LIBOR Certificates: Any of the Class 5-A-1 or Class 5-A-2
Certificates.
Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
calendar month preceding the month of such Distribution Date and as to which the
Servicer has certified (in accordance with this Agreement) that it has received
all proceeds it expects to receive in connection with the liquidation of such
Mortgage Loan including the final disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees and Advances.
Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3, Loan
Group 4, Loan Group 5, Loan Group 6 or Loan Group 7.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan Group 4: The Group 4 Mortgage Loans.
Loan Group 5: The Group 5 Mortgage Loans.
Loan Group 6: The Group 6 Mortgage Loans.
Loan Group 7: The Group 7 Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any date
of determination, the fraction, expressed as a percentage, the numerator of
which is the outstanding principal balance of the related Mortgage Loan at the
date of determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 5.02(a).
Lower-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Mortgage Loans, such amounts as shall from time
to time be held in the Certificate Account (other than amounts held in respect
of the Middle-Tier Certificate Sub-Account or the Upper-Tier Certificate
Sub-Account), the insurance policies, if any, relating to a Mortgage Loan and
property which secured a Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure.
MERS: As defined in Section 2.01(b)(iii).
Middle-Tier Certificate Sub-Account: The sub-account of the
Certificate Account designated by the Trustee pursuant to Section 3.08(f).
Middle-Tier Distribution Amount: As defined in Section 5.02(a).
Middle-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Lower-Tier Interests and such
amounts as shall from time to time be deemed held in the Middle-Tier Certificate
Sub-Account.
Monthly Covered Amount: As defined in the Mortgage Loan Purchase
Agreement.
Monthly Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to any related Debt
Service Reduction and any Deficient Valuation that affects the amount of the
monthly payment due on such Mortgage Loan or the Monthly Covered Amount
representing such scheduled monthly payment.
Moody's: Xxxxx'x Investors Service, Inc., or any successor thereto.
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on a Mortgaged Property securing a Mortgage Note or creating a first
lien on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
of interest at which interest accrues on the principal balance of such Mortgage
Loan in accordance with the terms of the related Mortgage Note.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated February 27, 2006, between Bank of America, as seller, and the
Depositor, as purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Servicer to reflect the addition of Substitute Mortgage
Loans and the deletion of Defective Mortgage Loans pursuant to the provisions of
this Agreement) transferred to the Trustee as part of the Trust Estate and from
time to time subject to this Agreement, attached hereto as Exhibit X-0, Xxxxxxx
X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-7, setting
forth the following information with respect to each Mortgage Loan: (i) the
Mortgage Loan identifying number; (ii) a code indicating whether the Mortgaged
Property is owner-occupied; (iii) the property type for each Mortgaged Property;
(iv) the original months to maturity or the remaining months to maturity from
the Cut-off Date; (v) the Loan-to-Value Ratio at origination; (vi) the Mortgage
Interest Rate as of the Cut-off Date; (vii) the date on which the first Monthly
Payment was due on the Mortgage Loan, and, if such date is not the Due Date
currently in effect, such Due Date; (viii) the stated maturity date; (ix) the
amount of the Monthly Payment as of the Cut-off Date; (x) the paid-through date;
(xi) the original principal amount of the Mortgage Loan; (xii) the principal
balance of the Mortgage Loan as of the close of business on the Cut-off Date,
after application of payments of principal due on or before the Cut-off Date,
whether or not collected, and after deduction of any payments collected of
scheduled principal due after the Cut-off Date; (xiii) a code indicating the
purpose of the Mortgage Loan; (xiv) a code indicating the documentation style;
(xv) the Appraised Value; and (xvi) the closing date of such Mortgage Loan. With
respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule shall
set forth the following information, as of the Cut-off Date: (i) the number of
Mortgage Loans; (ii) the current aggregate outstanding principal balance of the
Mortgage Loans; (iii) the weighted average Mortgage Interest Rate of the
Mortgage Loans; and (iv) the weighted average months to maturity of the Mortgage
Loans.
Mortgage Loans: Such of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 as from time to time are held as a part
of the Trust Estate (including any Substitute Mortgage Loans and REO Property),
the Mortgage Loans originally so held being identified in the Mortgage Loan
Schedule.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which may include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Interest Rate: As to any Mortgage Loan and Distribution
Date, such Mortgage Loan's Mortgage Interest Rate thereon on the first day of
the month preceding the month of the related Distribution Date reduced by (i)
the Servicing Fee Rate and (ii) the Trustee Fee Rate.
Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage), the numerator of which is the Net Mortgage Interest
Rate as of the Cut-off Date of such Discount Mortgage Loan and the denominator
of which is 6.000% for each Group 1 Discount Mortgage Loan, 6.000% for each
Group 2 Discount Mortgage Loan, 6.500% for each Group 3 Discount Mortgage Loan,
6.500% for each Group 4 Discount Mortgage Loan, 6.000% for each Group 5 Discount
Mortgage Loan, 5.500% for each Group 6 Discount Mortgage Loan and 6.000% for
each Group 7 Discount Mortgage Loan. As to any Mortgage Loan that is not a
Discount Mortgage Loan, 100%.
Non-PO Principal Amount: As to any Distribution Date and Loan Group,
the sum of (i) the sum of the applicable Non-PO Percentage of (a) the principal
portion of each Monthly Payment due on each Mortgage Loan in such Loan Group on
the related Due Date, (b) the Stated Principal Balance, as of the date of
repurchase, of each Mortgage Loan in such Loan Group that was repurchased by the
Depositor pursuant to this Agreement during the calendar month preceding the
month of such Distribution Date, (c) any Substitution Adjustment Amount in
connection with a Defective Mortgage Loan in such Loan Group received during the
calendar month preceding the month of such Distribution Date, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans in
such Loan Group that are not yet Liquidated Mortgage Loans received during the
calendar month preceding the month of such Distribution Date, (e) with respect
to each Mortgage Loan in such Loan Group that became a Liquidated Mortgage Loan
during the calendar month preceding the month of such Distribution Date, the
amount of Liquidation Proceeds (excluding Excess Proceeds) allocable to
principal received with respect to such Mortgage Loan during the calendar month
preceding the month of such Distribution Date and (f) all Principal Prepayments
on the Mortgage Loans in such Loan Group received during the calendar month
preceding the month of such Distribution Date; and (ii) the Non-PO Recovery for
such Distribution Date.
Non-PO Recovery: As to any Distribution Date and Loan Group, the
amount of all Recoveries received with respect to such Loan Group during the
calendar month preceding the month of such Distribution Date less the PO
Recovery with respect to such Loan Group for such Distribution Date.
Non-Supported Interest Shortfalls: As to any Distribution Date, the
amount, if any, by which the aggregate of Prepayment Interest Shortfalls exceeds
Compensating Interest for such Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the Servicer, will not or,
in the case of a proposed Advance, would not be ultimately recoverable from the
related Mortgagor, related Liquidation Proceeds, or other recoveries in respect
of the related Mortgage Loan.
Notional Amount: With respect to: (i) the Class 1-CB-IO Component
and any date of determination, the Class 1-CB-IO Notional Amount, (ii) the Class
2-CB-IO Component and any date of determination, the Class 2-CB-IO Notional
Amount, (iii) the Class 3-CB-IO Component and any date of determination, the
Class 3-CB-IO Notional Amount, (iv) the Class 4-CB-IO Component and any date of
determination, the Class 4-CB-IO Notional Amount, (v) the Class 5-A-2
Certificates and any date of determination, the Class 0-X-0 Xxxxxxxx Xxxxxx,
(xx) the Class 5-IO Certificates and any date of determination, the Class 5-IO
Notional Amount, (vii) the Class 6-15-IO Component and any date of
determination, the Class 0-00-XX Xxxxxxxx Xxxxxx, (xxxx) the Class 7-15-IO
Component and any date of determination, the Class 7-15-IO Notional Amount, (ix)
the Class CB-IO Certificates and any date of determination, the Class CB-IO
Notional Amount and (x) the Class 15-IO Certificates and any date of
determination, the Class 15-IO Notional Amount.
OCC: The Office of the Comptroller of the Currency.
Offered Certificates: The Senior Certificates, Class B-1, Class B-2
and Class B-3 Certificates.
Officer's Certificate: A certificate signed by the Chairman of the
Board, Vice Chairman of the Board, President or a Vice President and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries, or any other duly authorized officer of the Depositor or the
Servicer, as the case may be, and delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee, who may be counsel for the Depositor or the Servicer, except that any
opinion of counsel relating to the qualification of the Trust Estate as three
separate REMICs or compliance with the REMIC Provisions must be an opinion of
Independent counsel.
Original Fractional Interest: With respect to each of the following
Classes of Subordinate Certificates, the corresponding percentage described
below, as of the Closing Date:
Class B-1 2.27%
Class B-2 1.51%
Class B-3 0.96%
Class B-4 0.55%
Class B-5 0.25%
Class B-6 0.00%
Original Subordinate Class Certificate Balance: $18,463,841.00.
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which
was not the subject of a Principal Prepayment in Full prior to such Due Date,
which did not become a Liquidated Mortgage Loan prior to such Due Date and which
was not purchased from the Trust prior to such Due Date pursuant to Section 2.02
or 2.04.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As to each Class of interest-bearing Certificates
(other than the Class CB-IO and Class 15-IO Certificates) and each IO Component,
the per annum rate set forth or described in the Preliminary Statement.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate, the percentage obtained
by dividing the initial Certificate Balance of such Certificate (or the initial
notional amount for a Class CB-IO, Class 5-A-2, Class 5-IO or Class 15-IO
Certificate) by the Initial Class Certificate Balance or Initial Notional
Amount, as applicable, of the Class of which such Certificate is a part.
Periodic Advance: The payment required to be made by the Servicer
with respect to any Distribution Date pursuant to Section 3.20, the amount of
any such payment being equal to the aggregate of Monthly Payments (net of the
Servicing Fee) on the Mortgage Loans (including any REO Property) that were due
on the related Due Date and not received as of the close of business on the
related Determination Date, less the aggregate amount of any such delinquent
payments that the Servicer has determined would constitute a Nonrecoverable
Advance if advanced.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest
by the United States, Xxxxxxx Mac, Xxxxxx Xxx or any agency or
instrumentality of the United States when such obligations are
backed by the full faith and credit of the United States; provided
that such obligations of Xxxxxxx Mac or Xxxxxx Xxx shall be limited
to senior debt obligations and mortgage participation certificates
other than investments in mortgage-backed or mortgage participation
securities with yields evidencing extreme sensitivity to the rate of
principal payments on the underlying mortgages, which shall not
constitute Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause
(i) maturing not more than one month from the date of acquisition
thereof with a corporation incorporated under the laws of the United
States or any state thereof rated not lower than "P-1" by Moody's
and "F-1" by Fitch;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity of
more than 365 days or a remaining maturity of more than 30 days)
denominated in United States dollars of any U.S. depository
institution or trust company incorporated under the laws of the
United States or any state thereof, rated not lower than "P-1" by
Moody's and "F-1" by Fitch;
(iv) commercial paper (having original maturities of not more
than 365 days) of any corporation incorporated under the laws of the
United States or any state thereof which is rated not lower than
"P-1" by Moody's and "F-1" by Fitch;
(v) investments in money market funds (including funds of the
Trustee or its affiliates, or funds for which an affiliate of the
Trustee acts as advisor, as well as funds for which the Trustee and
its affiliates may receive compensation) rated "Aaa" by Moody's and
"AAA" by Fitch (if rated by Fitch) or otherwise approved in writing
by each Rating Agency; and
(vi) other obligations or securities that are acceptable to
each Rating Agency and, as evidenced by an Opinion of Counsel
obtained by the Servicer, will not affect the qualification of the
Trust Estate as three separate REMICs;
provided, however, that no instrument shall be a Permitted Investment if it
represents either (a) the right to receive only interest payments with respect
to the underlying debt instrument or (b) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying
obligations.
Permitted Transferee: Any Person other than (i) the United States,
or any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
international organization or any agency or instrumentality of either of the
foregoing, (iii) an organization which is exempt from tax imposed by Chapter 1
of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income) (except certain farmers' cooperatives described in Code
Section 521), (iv) rural electric and telephone cooperatives described in Code
Section 1381(a)(2)(C), (v) a Person with respect to whom the income on the
Residual Certificate is allocable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of such Person or
any other Person, and (vi) any other Person so designated by the Servicer based
on an Opinion of Counsel to the effect that any transfer to such Person may
cause the Trust or any other Holder of the Residual Certificate to incur tax
liability that would not be imposed other than on account of such transfer. The
terms "United States," "State" and "international organization" shall have the
meanings set forth in Code Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Physical Certificates: The Class 5-A-R, Class B-4, Class B-5 and
Class B-6 Certificates.
Plan: As defined in Section 6.02(e).
PO Component: As defined in the Preliminary Statement.
PO Deferred Amount: As to any Distribution Date and each PO
Component or the Class 5-PO Certificates, the sum of the amounts by which the
Component Balance of such PO Component or Class Certificate Balance of the Class
5-PO Certificates, as the case may be, will be reduced on such Distribution Date
or has been reduced on prior Distribution Dates as a result of Section 5.03(b)
less the sum of (a) the PO Recoveries with respect to the Related Loan Group for
prior Distribution Dates and (b) the amounts distributed to such PO Component or
the Class 5-PO Certificates pursuant to Section 5.02(a)(iii) on prior
Distribution Dates.
PO Percentage: As to any Discount Mortgage Loan, 100% minus the
Non-PO Percentage for such Mortgage Loan. As to any Mortgage Loan that is not a
Discount Mortgage Loan, 0%.
PO Principal Amount: As to any Distribution Date and Loan Group, the
sum of the applicable PO Percentage of (a) the principal portion of each Monthly
Payment due on each Mortgage Loan in such Loan Group on the related Due Date,
(b) the Stated Principal Balance, as of the date of repurchase, of each Mortgage
Loan in such Loan Group that was repurchased by the Depositor pursuant to this
Agreement during the calendar month preceding the month of such Distribution
Date, (c) any Substitution Adjustment Amount in connection with any Defective
Mortgage Loan in such Loan Group received during the calendar month preceding
the month of such Distribution Date, (d) any Liquidation Proceeds allocable to
recoveries of principal of Mortgage Loans in such Loan Group that are not yet
Liquidated Mortgage Loans received during the calendar month preceding the month
of such Distribution Date, (e) with respect to each Mortgage Loan in such Loan
Group that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
(excluding Excess Proceeds) allocable to principal received with respect to such
Mortgage Loan during the calendar month preceding the month of such Distribution
Date with respect to such Mortgage Loan and (f) all Principal Prepayments
received on the Mortgage Loans in such Loan Group received during the calendar
month preceding the month of such Distribution Date.
PO Recovery: As to any Distribution Date and Loan Group, the lesser
of (a) the PO Deferred Amount for the PO Component of the Related Group or, in
the case of Loan Group 5, the PO Deferred Amount for the Class 5-PO Certificates
for such Distribution Date and (b) an amount equal to the sum as to each
Mortgage Loan in such Loan Group as to which there has been a Recovery received
during the calendar month preceding the month of such Distribution Date, of the
product of (x) the PO Percentage with respect to such Mortgage Loan and (y) the
amount of the Recovery with respect to such Mortgage Loan.
Pool Distribution Amount: As to any Distribution Date and Loan
Group, the excess of (a) the sum of (i) the aggregate of (A) the interest
portion of any Monthly Payment on a Mortgage Loan in such Loan Group (net of the
Servicing Fee) and the principal portion of any Monthly Payment on a Mortgage
Loan in such Loan Group due on the Due Date in the month in which such
Distribution Date occurs and which is received prior to the related
Determination Date (or in the case of any Monthly Covered Amount, the related
Remittance Date) and (B) all Periodic Advances and payments of Compensating
Interest made by the Servicer in respect of such Loan Group and Distribution
Date deposited to the Servicer Custodial Account pursuant to Section
3.08(b)(vii); (ii) all Liquidation Proceeds received on the Mortgage Loans in
such Loan Group during the preceding calendar month and deposited to the
Servicer Custodial Account pursuant to Section 3.08(b)(iii); (iii) all Principal
Prepayments (other than Total Covered Amounts) received on the Mortgage Loans in
such Loan Group during the month preceding the month of such Distribution Date
and deposited to the Servicer Custodial Account pursuant to Section 3.08(b)(i)
during such period and all Total Covered Amounts received and deposited in the
Servicer Custodial Account by the related Remittance Date; (iv) in connection
with Defective Mortgage Loans in such Loan Group, as applicable, the aggregate
of the Repurchase Prices and Substitution Adjustment Amounts deposited on the
related Remittance Date pursuant to Section 3.08(b)(vi); (v) any other amounts
in the Servicer Custodial Account deposited therein pursuant to Sections
3.08(b)(iv) and (v) in respect of such Distribution Date and such Loan Group;
(vi) any Reimbursement Amount required to be included pursuant to Section
5.02(a); and (vii) any Non-PO Recovery with respect to such Distribution Date
over (b) any (i) amounts permitted to be withdrawn from the Servicer Custodial
Account pursuant to clauses (i) through (vii), inclusive, of Section 3.11(a) in
respect of such Loan Group and (ii) amounts permitted to be withdrawn from the
Certificate Account pursuant to clause (ii) of Section 3.11(b) in respect of
such Loan Group.
Pool Stated Principal Balance: As to any Distribution Date and Loan
Group, the aggregate Stated Principal Balance of all Mortgage Loans in such Loan
Group that were Outstanding Mortgage Loans immediately following the Due Date in
the month preceding the month in which such Distribution Date occurs.
Pool Stated Principal Balance (Non-PO Portion): As to any
Distribution Date and Loan Group, the sum for each Mortgage Loan in such Loan
Group of the product of (a) the Non-PO Percentage of such Mortgage Loan and (b)
the Stated Principal Balance of such Mortgage Loan that was an Outstanding
Mortgage Loan immediately following the Due Date in the month preceding the
month in which such Distribution Date occurs.
Premium Mortgage Loan: Any Group 1 Premium Mortgage Loan, Group 2
Premium Mortgage Loan, Group 3 Premium Mortgage Loan, Group 4 Premium Mortgage
Loan, Group 5 Premium Mortgage Loan, Group 6 Premium Mortgage Loan or Group 7
Premium Mortgage Loan.
Prepayment Interest Shortfall: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the calendar
month preceding such Distribution Date, the amount, if any, by which one month's
interest at the related Mortgage Interest Rate (net of the Servicing Fee) on
such Principal Prepayment exceeds the amount of interest paid in connection with
such Principal Prepayment.
Primary Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage Loan,
in each case issued by an insurer acceptable to Xxxxxx Xxx or Xxxxxxx Mac.
Principal Only Certificates: Any Class of Certificates entitled to
distributions of principal, but to no distributions of interest. The Class
CB-PO, Class 5-PO and Class 15-PO Certificates are the only Classes of Principal
Only Certificates.
Principal Prepayment: Any payment or other recovery of principal on
a Mortgage Loan (other than Liquidation Proceeds) which is received in advance
of its scheduled Due Date and is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment, including the principal portion of any
Total Covered Amount.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
Priority Amount: As to any Distribution Date, the lesser of (i) the
sum of the Class Certificate Balances of the Class 5-A-3 and Class 5-A-4
Certificates and (ii) the product of (a) the Non-PO Principal Amount for Loan
Group 5, (b) the Shift Percentage and (c) the Priority Percentage.
Priority Percentage: As to any Distribution Date, (i) the sum of the
Class Certificate Balances of the Class 5-A-3 and Class 5-A-4 Certificates
divided by (ii) the Pool Stated Principal Balance (Non-PO Portion) for Loan
Group 5.
Private Certificates: The Class B-4, Class B-5 and Class B-6
Certificates.
Pro Rata Share: As to any Distribution Date and any Class of Class B
Certificates that is not a Restricted Class, the portion of the Subordinate
Principal Distribution Amounts allocable to such Class, equal to the product of
the Subordinate Principal Distribution Amounts for the Class B Certificates, for
such Distribution Date and a fraction, the numerator of which is the related
Class Certificate Balance thereof and the denominator of which is the aggregate
Class Certificate Balance of the Class B Certificates that are not Restricted
Classes. The Pro Rata Share of a Restricted Class shall be 0%.
Qualified Appraiser: An appraiser of a Mortgaged Property duly
appointed by the originator of the related Mortgage Loan, who had no interest,
direct or indirect, in such Mortgaged Property or in any loan made on the
security thereof, whose compensation is not affected by the approval or
disapproval of the related Mortgage Loan and who met the minimum qualifications
of Xxxxxx Xxx or Xxxxxxx Mac.
Rate Determination Date: As to any Class of LIBOR Certificates and
each Distribution Date (other than the initial Distribution Date), the second
LIBOR Business Day prior to the beginning of the applicable Interest Accrual
Period for such Class and such Distribution Date.
Rating Agency: Each of Fitch and Xxxxx'x. If either such
organization or a successor is no longer in existence, "Rating Agency" shall be
such nationally recognized statistical rating organization, or other comparable
Person, as is designated by the Depositor, notice of which designation shall be
given to the Trustee. References herein to a given rating or rating category of
a Rating Agency shall mean such rating category without giving effect to any
modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount as of the date of such liquidation, equal to (i) the unpaid principal
balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan that has become the subject of a
Debt Service Reduction and any Distribution Date, the amount, if any, by which
the principal portion of the related Monthly Payment has been reduced.
Record Date: The last day of the month (or, if such day is not a
Business Day, the preceding Business Day) preceding the month in which the
related Distribution Date occurs.
Recovery: As to any Distribution Date and Loan Group, the sum of all
amounts received during the calendar month preceding the month of such
Distribution Date on each Mortgage Loan in such Loan Group subsequent to such
Mortgage Loan being determined to be a Liquidated Mortgage Loan.
Refinance Mortgage Loan: Any Mortgage Loan the proceeds of which
were not used to purchase the related Mortgaged Property.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Securities and Exchange Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg.
1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Securities and Exchange
Commission, or as may be provided by the Securities and Exchange Commission or
its staff from time to time.
Reimbursement Amount: As defined in Section 2.04.
Related Group: For Loan Group 1, Group 1; for Loan Group 2, Group 2;
for Loan Group 3, Group 3; for Loan Group 4, Group 4; for Loan Group 5, Group 5;
for Loan Group 6, Group 6; and for Loan Group 7, Group 7.
Related Loan Group: For Group 1, Loan Group 1; for Group 2, Loan
Group 2; for Group 3, Loan Group 3; for Group 4, Loan Group 4; for Group 5, Loan
Group 5; for Group 6, Loan Group 6; and for Group 7, Loan Group 7.
Relevant Servicing Criteria: The Servicing Criteria applicable to
the various parties, as set forth on Exhibit Q attached hereto. For
clarification purposes, multiple parties can have responsibility for the same
Relevant Servicing Criteria. With respect to a Servicing Function Participant
engaged by the Trustee or the Servicer, the term "Relevant Servicing Criteria"
may refer to a portion of the Relevant Servicing Criteria applicable to the
Servicer or the Trustee.
Relief Act: The Servicemembers Civil Relief Act, as it may be
amended from time to time.
Relief Act Reduction: With respect to any Distribution Date, for any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act or comparable state legislation, the amount,
if any, by which (i) interest collectible on such Mortgage Loan for the most
recently ended calendar month is less than (ii) interest accrued pursuant to the
terms of the Mortgage Note on the same principal amount and for the same period
as the interest collectible on such Mortgage Loan for the most recently ended
calendar month.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity date"
of the Regular Certificates and the Components as that term is defined in
Section 2.07.
REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Section 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and regulations promulgated thereunder, as the foregoing may be in effect from
time to time, as well as provisions of applicable state laws.
Remittance Date: As to any Distribution Date, by 2:00 p.m. Eastern
time on the Business Day immediately preceding such Distribution Date.
REO Disposition Period: As defined in Section 3.14.
REO Proceeds: Proceeds, net of any related expenses of the Servicer,
received in respect of any REO Property (including, without limitation, proceeds
from the rental of the related Mortgaged Property) which are received prior to
the final liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by the Servicer on
behalf of the Trust through foreclosure or deed-in-lieu of foreclosure in
connection with a defaulted Mortgage Loan.
Reportable Event: As defined in Section 3.22(d).
Repurchase Price: As to any Defective Mortgage Loan repurchased on
any date pursuant to Section 2.02 or 2.04, an amount equal to the sum of (i) the
unpaid principal balance thereof and (ii) the unpaid accrued interest thereon at
the applicable Mortgage Interest Rate from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Mortgage Loan became eligible to be repurchased.
Request for Release: The Request for Release submitted by the
Servicer to the Trustee or the Custodian on behalf of the Trustee, substantially
in the form of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement in respect of such Mortgage Loan.
Reserve Fund: The trust account created and maintained by the
Trustee pursuant to Section 3.08(g) which shall be entitled the "Reserve Fund,
Xxxxx Fargo Bank, N.A., as Trustee, in trust for registered Holders of the Class
5-A-1 Certificates of the Banc of America Alternative Loan Trust 2006-2 Mortgage
Pass-Through Certificates, Series 2006-2" and which must be an Eligible Account.
Amounts on deposit in the Reserve Fund shall not be invested. The Reserve Fund
shall not be an asset of any REMIC formed under this Agreement.
Residual Certificate: The Class 5-A-R Certificate.
Responsible Officer: When used with respect to the Trustee, any
officer of the Corporate Trust Department of the Trustee, including any Senior
Vice President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and having responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
Seller: Bank of America, a national banking association, or its
successor in interest, as seller of the Mortgage Loans under the Mortgage Loan
Purchase Agreement.
Senior Certificates: The Class 1-CB-1, Class 2-CB-1, Class 3-CB-1,
Class 4-CB-1, Class CB-IO, Class CB-PO, Class 5-A-1, Class 5-A-2, Class 5-A-3,
Class 5-A-4, Class 5-A-5, Class 5-A-6, Class 5-A-R, Class 5-IO, Class 5-PO,
Class 6-A-1, Class 7-A-1, Class 15-IO and Class 15-PO Certificates.
Senior Credit Support Depletion Date: The date on which the
aggregate Class Certificate Balance of the Subordinate Certificates is reduced
to zero.
Senior Non-PO Certificates: The Class 1-CB-1, Class 2-CB-1, Class
3-CB-1, Class 4-CB-1, Class CB-IO, Class 5-A-1, Class 5-A-2, Class 5-A-3, Class
5-A-4, Class 5-A-5, Class 5-A-6, Class 5-A-R, Class 5-IO, Class 6-A-1, Class
7-A-1 and Class 15-IO Certificates.
Senior Percentage: With respect to any Distribution Date and Loan
Group, the percentage, carried six places rounded up, obtained by dividing (i)
the aggregate Class Certificate Balance of the Senior Non-PO Certificates of the
Related Group immediately prior to such Distribution Date by (ii) the Pool
Stated Principal Balance (Non-PO Portion) of such Loan Group immediately prior
to such Distribution Date.
Senior Prepayment Percentage: For any Distribution Date and Loan
Group during the five years beginning on the first Distribution Date, 100%. The
Senior Prepayment Percentage for any Loan Group for any Distribution Date
occurring on or after the fifth anniversary of the first Distribution Date will,
except as provided herein, be as follows: for any Distribution Date in the first
year thereafter, the Senior Percentage for such Loan Group plus 70% of the
Subordinate Percentage for such Loan Group for such Distribution Date; for any
Distribution Date in the second year thereafter, the Senior Percentage for such
Loan Group plus 60% of the Subordinate Percentage for such Loan Group for such
Distribution Date; for any Distribution Date in the third year thereafter, the
Senior Percentage for such Loan Group plus 40% of the Subordinate Percentage for
such Loan Group for such Distribution Date; for any Distribution Date in the
fourth year thereafter, the Senior Percentage for such Loan Group plus 20% of
the Subordinate Percentage for such Loan Group for such Distribution Date; and
for any Distribution Date in the fifth or later years thereafter, the Senior
Percentage for such Loan Group for such Distribution Date, unless on any of the
foregoing Distribution Dates the Total Senior Percentage exceeds the initial
Total Senior Percentage, in which case the Senior Prepayment Percentage for each
Loan Group for such Distribution Date will once again equal 100%.
Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage
for any Loan Group will occur unless both of the Senior Step Down Conditions are
satisfied.
Senior Principal Distribution Amount: As to any Distribution Date
and Loan Group, the sum of (i) the Senior Percentage for such Loan Group of the
applicable Non-PO Percentage of the amounts described in clauses (i)(a) through
(d) of the definition of "Non-PO Principal Amount" for such Distribution Date
and Loan Group and (ii) the Senior Prepayment Percentage for such Loan Group of
(1) the applicable Non-PO Percentage of the amounts described in clauses (i)(e)
and (f) and (2) the amount described in clause (ii) of the definition of "Non-PO
Principal Amount" for such Distribution Date and Loan Group.
Senior Step Down Conditions: As of any Distribution Date as to which
any decrease in the Senior Prepayment Percentage for any Loan Group applies, (i)
the outstanding principal balance of all Mortgage Loans (including, for this
purpose, any Mortgage Loans in foreclosure, any REO Property and any Mortgage
Loan for which the Mortgagor has filed for bankruptcy after the Closing Date)
delinquent 60 days or more (averaged over the preceding six-month period), as a
percentage of the aggregate Class Certificate Balance of the Subordinate
Certificates, is not equal to or greater than 50% or (ii) cumulative Realized
Losses with respect to the Mortgage Loans as of the applicable Distribution Date
do not exceed the percentages of the Original Subordinate Class Certificate
Balance set forth below:
Percentage of Original
Distribution Date Subordinate Class
Occurring Certificate Balance
-------------------------- --------------------------
March 2011 through 30%
February 2012
March 2012 through 35%
February 2013
March 2013 through 40%
February 2014
March 2014 through 45%
February 2015
March 2015 and thereafter 50%
Servicer: Bank of America, a national banking association, or its
successor in interest, in its capacity as servicer of the Mortgage Loans, or any
successor servicer appointed as herein provided.
Servicer Advance Date: As to any Distribution Date, 11:30 a.m.,
Eastern time, on the Business Day immediately preceding such Distribution Date.
Servicer Custodial Account: The separate Eligible Account or
Accounts created and maintained by the Servicer pursuant to Section 3.08(b).
Servicer Custodial Account Reinvestment Income: For each
Distribution Date, all income and gains net of any losses realized since the
preceding Distribution Date from Permitted Investments of funds in the Servicer
Custodial Account.
Servicer's Certificate: The monthly report required by Section 4.01.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the Servicer of its
servicing obligations, including, but not limited to (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) expenses reimbursable
to the Servicer pursuant to Section 3.14 and any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation of any
REO Property and (iv) compliance with the obligations under Section 3.12.
Servicing Compensation: With respect to each Distribution Date, the
sum of (i) the aggregate Servicing Fee for such Distribution Date subject to
reduction as provided in Section 3.17, (ii) any Ancillary Income, (iii) Excess
Proceeds for the preceding month and (iv) the Servicer Custodial Account
Reinvestment Income for such Distribution Date.
Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB, as such may be amended from time to time, which as of
the Closing Date are listed on Exhibit Q hereto.
Servicing Fee: With respect to each Mortgage Loan and Distribution
Date, the amount of the fee payable to the Servicer, which shall, for such
Distribution Date, be equal to one-twelfth of the product of the Servicing Fee
Rate with respect to such Mortgage Loan and the Stated Principal Balance of such
Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the
same Stated Principal Balance and period respecting which any related interest
payment on a Mortgage Loan is computed. The Servicer's right to receive the
Servicing Fee is limited to, and payable solely from, the interest portion
(including recoveries with respect to interest from Liquidation Proceeds and
other proceeds, to the extent permitted by Section 3.11) of related Monthly
Payments collected by the Servicer, or as otherwise provided under Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan, 0.250% per
annum.
Servicing File: The items pertaining to a particular Mortgage Loan
referred to in Exhibit J hereto, and any additional documents required to be
added to the Servicing File pursuant to the Agreement.
Servicing Function Participant: Any affiliate, third party vendor or
Subservicer engaged by the Servicer or the Trustee that is participating in the
servicing function with respect to the Mortgage Loans, within the meaning of
Item 1122 of Regulation AB.
Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished to the Trustee by the
Servicer, as such list may from time to time be amended.
Servicing Transfer Costs: All reasonable costs and expenses incurred
by the Trustee in connection with the transfer of servicing from a predecessor
servicer, including, without limitation, any costs or expenses associated with
the complete transfer of all servicing data and the completion, correction or
manipulation of such servicing data as may be required by the Trustee to correct
any errors or insufficiencies in the servicing data or otherwise to enable the
Trustee to service the Mortgage Loans properly and effectively.
Shift Percentage: As to any Distribution Date, the percentage
indicated below:
---------------------------------------------------
Distribution Date Occurring In Shift
Percentage
---------------------------------------------------
March 2006 through February 0%
2011..................
---------------------------------------------------
March 2011 through February 30%
2012..................
---------------------------------------------------
March 2012 through February 40%
2013..................
---------------------------------------------------
March 2013 through February 60%
2014..................
---------------------------------------------------
March 2014 through February 80%
2015..................
---------------------------------------------------
March 2015 and thereafter...............100%....
---------------------------------------------------
Similar Law: As defined in Section 6.02(e).
Sponsor: Bank of America, National Association.
Stated Principal Balance: As to any Mortgage Loan and date, the
unpaid principal balance of such Mortgage Loan as of the Due Date immediately
preceding such date as specified in the amortization schedule at the time
relating thereto (before any adjustment to such amortization schedule by reason
of any moratorium or similar waiver or grace period) after giving effect to any
previous partial Principal Prepayments and Liquidation Proceeds allocable to
principal (other than with respect to any Liquidated Mortgage Loan) and to the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor, and after giving effect to any Deficient
Valuation.
Subordinate Balance Ratio: As of any date of determination, the
ratio among the principal balances of the Class 1-LS Interest, Class 2-LS
Interest, Class 3-LS Interest, Class 4-LS Interest, Class 5-LS Interest, Class
6-LS Interest and Class 7-LS Interest equal to the ratio among the Group
Subordinate Amounts of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4,
Loan Group 5, Loan Group 6 and Loan Group 7.
Subordinate Certificates: The Class B Certificates.
Subordinate Percentage: As of any Distribution Date and Loan Group,
100% minus the Senior Percentage for such Loan Group for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date and
Loan Group, 100% minus the Senior Prepayment Percentage for such Loan Group for
such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, an amount equal to the sum of (i) the
Subordinate Percentage for such Loan Group of the applicable Non-PO Percentage
of the amounts described in clauses (i)(a) through (d) of the definition of
"Non-PO Principal Amount" for such Distribution Date and Loan Group and (ii) the
Subordinate Prepayment Percentage of (1) the applicable Non-PO Percentage of the
amounts described in clauses (i)(e) and (f) and (2) the amount described in
clause (ii) of the definition of "Non-PO Principal Amount" for such Distribution
Date and Loan Group.
Subservicer: Any Person with which the Servicer has entered into a
Subservicing Agreement and which satisfies the requirements set forth therein.
Subservicing Agreement: Any subservicing agreement (which, in the
event the Subservicer is an affiliate of the Servicer, need not be in writing)
between the Servicer and any Subservicer relating to servicing and/or
administration of certain Mortgage Loans as provided in Section 3.02.
Substitute Mortgage Loan: A Mortgage Loan substituted for a
Defective Mortgage Loan which must, on the date of such substitution (i) have a
Stated Principal Balance, after deduction of the principal portion of the
Monthly Payment due in the month of substitution, not in excess of, and not more
than 10% less than, the Stated Principal Balance of the Defective Mortgage Loan;
(ii) have a Net Mortgage Interest Rate equal to that of the Defective Mortgage
Loan; (iii) have a Loan-to-Value Ratio not higher than that of the Defective
Mortgage Loan; (iv) have a remaining term to maturity not greater than (and not
more than one year less than) that of the Defective Mortgage Loan; and (v)
comply with each Mortgage Loan representation and warranty set forth in this
Agreement relating to the Defective Mortgage Loan. More than one Substitute
Mortgage Loan may be substituted for a Defective Mortgage Loan if such
Substitute Mortgage Loans meet the foregoing attributes in the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
Tax Matters Person: Any person designated as "tax matters person" in
accordance with Section 5.06 and the manner provided under Treasury Regulation
ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.
Telerate Page 3750: As defined in Section 5.09.
Total Covered Amount: As defined in the Mortgage Loan Purchase
Agreement.
Total Senior Percentage: With respect to any Distribution Date, the
percentage, carried six places rounded up, obtained by dividing the aggregate
Class Certificate Balance of the Senior Non-PO Certificates immediately prior to
such Distribution Date by the aggregate Pool Stated Principal Balance (Non-PO
Portion) of all Loan Groups for such Distribution Date.
Treasury Regulations: The final and temporary regulations
promulgated under the Code by the U.S. Department of the Treasury.
Trust: The trust created by this Agreement.
Trust Estate: The corpus of the Trust created to the extent
described herein, consisting of the Mortgage Loans, such assets as shall from
time to time be identified as deposited in the Servicer Custodial Account or the
Certificate Account or the Reserve Fund, in accordance with this Agreement, REO
Property, the Primary Insurance Policies, any other Required Insurance Policy,
the right to receive any BPP Mortgage Loan Payment and the Trustee's rights
under the Yield Maintenance Agreement.
Trustee: Xxxxx Fargo Bank, N.A., and any successors-in-interest and,
if a successor trustee is appointed hereunder, such successor, as trustee.
Trustee Fee: As to any Distribution Date and Loan Group, an amount
equal to one-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated
Principal Balance of the Mortgage Loans in the Related Loan Group immediately
following the Due Date in the month preceding the month in which such
Distribution Date occurs.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0045% per
annum.
Uncertificated Lower-Tier Interest: A regular interest in the
Lower-Tier REMIC which is held as an asset of the Middle-Tier REMIC and is
entitled to monthly distributions as provided in Section 5.02(a) hereof. Any of
the Class 1-L Interest, Class 1-LS Interest, Class 1-LPO Interest, Class 1-LWIO
Interest, Class 2-L Interest, Class 2-LS Interest, Class 2-LPO Interest, Class
2-LWIO Interest, Class 3-L Interest, Class 3-LS Interest, Class 3-LPO Interest,
Class 3-LWIO Interest, Class 4-L Interest, Class 4-LS Interest, Class 4-LPO
Interest, Class 4-LWIO Interest, Class 5-L Interest, Class 5-LS Interest, Class
5-LPO Interest, Class 5-LWIO Interest, Class 6-L Interest, Class 6-LS Interest,
Class 6-LPO Interest, Class 6-LWIO Interest, Class 7-L Interest, Class 7-LS
Interest, Class 7-LPO Interest and Class 7-LWIO Interest are Uncertificated
Lower-Tier Interests.
Uncertificated Middle-Tier Interest: A regular interest in the
Middle-Tier REMIC which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly distributions as provided in Section 5.02(a) hereof. Any of
the Class 1-CB-M1 Interest, Class 1-CB-MIO Interest, Class 1-CB-MPO Interest,
Class 2-CB-M1 Interest, Class 2-CB-MIO Interest, Class 2-CB-MPO Interest, Class
3-CB-M1 Interest, Class 3-CB-MIO Interest, Class 3-CB-MPO Interest, Class
4-CB-M1 Interest, Class 4-CB-MIO Interest, Class 4-CB-MPO Interest, Class 5-A-M1
Interest, Class 5-A-M3 Interest, Class 5-A-MUR Interest, Class 5-MIO Interest,
Class 5-MPO Interest, Class 6-A-M1 Interest, Class 6-15-MIO Interest, Class
6-15-MPO Interest, Class 7-A-M1 Interest, Class 7-15-MIO Interest, Class
7-15-MPO Interest, Class B-M1 Interest, Class B-M2 Interest, Class B-M3
Interest, Class B-M4 Interest, Class B-M5 Interest and Class B-M6 Interest are
Uncertificated Middle-Tier Interests.
Underwriting Guidelines: The underwriting guidelines of Bank of
America.
Upper-Tier Certificate Sub-Account: The sub-account of the
Certificate Account designated by the Trustee pursuant to Section 3.08(f).
Upper-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Middle-Tier Interests and such
amounts as shall from time to time be deemed to be held in the Upper-Tier
Certificate Sub-Account.
U.S. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership, Treasury
Regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Holders of
the Class CB-IO Certificates, (b) 1% of all Voting Rights shall be allocated to
the Holders of the Class 5-A-2 Certificates, (c) 1% of all Voting Rights shall
be allocated to the Holders of the Class 5-IO Certificates, (d) 1% of all Voting
Rights shall be allocated to the Holders of the Class 15-IO Certificates, (e) 1%
of all Voting Rights shall be allocated to the Holder of the Residual
Certificate and (f) the remaining Voting Rights shall be allocated among Holders
of the remaining Classes of Certificates in proportion to the Certificate
Balances of their respective Certificates on such date.
Yield Maintenance Agreement: The yield maintenance agreement between
the Trustee, on behalf of the Trust, and the Counterparty, which will be for the
benefit of the Class 5-A-1 Certificates, substantially in the form attached
hereto as Exhibit S. The Yield Maintenance Agreement shall not be an asset of
any REMIC formed under this Agreement.
Yield Maintenance Agreement Payment: For any Distribution Date
(other than the Distribution Date in March 2006) prior to and including the
Distribution Date in August 2009, the amount, if any, required to be paid by the
Counterparty to the Trustee under the Yield Maintenance Agreement.
Section 1.02 Interest Calculations. All calculations of interest
will be made on a 360-day year consisting of twelve 30-day months. All dollar
amounts calculated hereunder shall be rounded to the nearest xxxxx with one-half
of one xxxxx being rounded down.
Section 1.03 Fiscal Year. The fiscal year of the Trust will be the
calendar year.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, hereby sells, transfers,
assigns, sets over and otherwise conveys to the Trustee on behalf of the Trust
for the benefit of the Certificateholders, without recourse, all the right,
title and interest of the Depositor in and to the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage Loans (other
than payments of principal and interest due and payable on the Mortgage Loans on
or before the Cut-off Date). The foregoing sale, transfer, assignment and set
over does not and is not intended to result in a creation of an assumption by
the Trustee of any obligation of the Depositor or any other Person in connection
with the Mortgage Loans or any agreement or instrument relating thereto, except
as specifically set forth herein. In addition, the Depositor, concurrently with
the execution and delivery hereof, hereby sells, transfers, assigns, sets over
and otherwise conveys to the Trustee on behalf of the Trust for the benefit of
the Certificateholders, without recourse, the Depositor's rights to receive any
BPP Mortgage Loan Payment. It is agreed and understood by the parties hereto
that it is not intended that any mortgage loan be included in the Trust that is
a "High-Cost Home Loan" as defined in any of (i) the New Jersey Home Ownership
Act effective November 27, 2003, (ii) the New Mexico Home Loan Protection Act
effective January 1, 2004, (iii) the Massachusetts Predatory Home Loan Practices
Act effective November 7, 2004 or (iv) the Indiana Home Loan Practices Act,
effective January 1, 2005.
(b) In connection with such transfer and assignment, the Depositor
shall deliver or cause to be delivered to the Trustee, for the benefit of the
Certificateholders, the following documents or instruments with respect to each
Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile
signature in the following form: "Pay to the order of Xxxxx Fargo Bank,
N.A., as trustee for the holders of the Banc of America Alternative Loan
Trust 2006-2 Mortgage Pass-Through Certificates, Series 2006-2, without
recourse," with all necessary intervening endorsements showing a complete
chain of endorsement from the originator to the Trustee (each such
endorsement being sufficient to transfer all right, title and interest of
the party so endorsing, as noteholder or assignee thereof, in and to that
Mortgage Note);
(ii) except as provided below, the original recorded Mortgage with
evidence of a recording thereon, or if any such Mortgage has not been
returned from the applicable recording office or has been lost, or if such
public recording office retains the original recorded Mortgage, a copy of
such Mortgage certified by the Depositor as being a true and correct copy
of the Mortgage;
(iii) subject to the provisos at the end of this paragraph, a duly
executed Assignment of Mortgage to "Xxxxx Fargo Bank, N.A., as trustee for
the holders of the Banc of America Alternative Loan Trust 2006-2 Mortgage
Pass-Through Certificates, Series 2006-2" (which may be included in a
blanket assignment or assignments), together with, except as provided
below, originals of all interim recorded assignments of such mortgage or a
copy of such interim assignment certified by the Depositor as being a true
and complete copy of the original recorded intervening assignments of
Mortgage (each such assignment, when duly and validly completed, to be in
recordable form and sufficient to effect the assignment of and transfer to
the assignee thereof, under the Mortgage to which the assignment relates);
provided that, if the related Mortgage has not been returned from the
applicable public recording office, such Assignment of Mortgage may
exclude the information to be provided by the recording office; and
provided, further, if the related Mortgage has been recorded in the name
of Mortgage Electronic Registration Systems, Inc. ("MERS") or its
designee, no Assignment of Mortgage in favor of the Trustee will be
required to be prepared or delivered and instead, the Servicer shall take
all actions as are necessary to cause the Trust to be shown as the owner
of the related Mortgage Loan on the records of MERS for purposes of the
system of recording transfers of beneficial ownership of mortgages
maintained by MERS;
(iv) the originals of all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon, if any;
(v) any of (A) the original or duplicate original mortgagee title
insurance policy and all riders thereto, (B) a title search showing no
lien (other than standard exceptions of the type described in Section 2.04
(viii)) on the Mortgaged Property senior to the lien of the Mortgage or
(C) an opinion of counsel of the type customarily rendered in the
applicable jurisdiction in lieu of a title insurance policy;
(vi) the original of any guarantee executed in connection with the
Mortgage Note;
(vii) for each Mortgage Loan, if any, which is secured by a
residential long-term lease, a copy of the lease with evidence of
recording indicated thereon, or, if the lease is in the process of being
recorded, a photocopy of the lease, certified by an officer of the
respective prior owner of such Mortgage Loan or by the applicable title
insurance company, closing/settlement/escrow agent or company or closing
attorney to be a true and correct copy of the lease transmitted for
recordation;
(viii) the original of any security agreement, chattel mortgage or
equivalent document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Co-op Shares, the originals
of the following documents or instruments:
(A) The stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of recognition agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate
UCC financing statements required by state law, evidencing a
complete and unbroken line from the mortgagee to the Trustee with
evidence of recording thereon (or in a form suitable for
recordation).
provided, however, that on the Closing Date, with respect to item (iii), the
Depositor has delivered to the Trustee a copy of such Assignment of Mortgage in
blank and has caused the Servicer to retain the completed Assignment of Mortgage
for recording as described below, unless such Mortgage has been recorded in the
name of MERS or its designee. In addition, if the Depositor is unable to deliver
or cause the delivery of any original Mortgage Note due to the loss of such
original Mortgage Note, the Depositor may deliver a copy of such Mortgage Note,
together with a lost note affidavit, and shall thereby be deemed to have
satisfied the document delivery requirements of this Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim recorded assignments, (C) all
assumption, modification, consolidation or extension agreements, if any, or (D)
the lender's title policy, if any, (together with all riders thereto) satisfying
the requirements of clause (ii), (iii), (iv) or (v) above, respectively,
concurrently with the execution and delivery hereof because such document or
documents have not been returned from the applicable public recording office in
the case of clause (ii), (iii) or (iv) above, or because the title policy, if
any, has not been delivered to either the Servicer or the Depositor by the
applicable title insurer in the case of clause (v) above, the Depositor shall
promptly deliver or cause to be delivered to the Trustee or the Custodian on
behalf of the Trustee, in the case of clause (ii), (iii) or (iv) above, such
Mortgage, such interim assignment or such assumption, modification,
consolidation or extension agreement, as the case may be, with evidence of
recording indicated thereon upon receipt thereof from the public recording
office, but in no event shall any such delivery of any such documents or
instruments be made later than one year following the Closing Date, unless, in
the case of clause (ii), (iii) or (iv) above, there has been a continuing delay
at the applicable recording office or, in the case of clause (v), there has been
a continuing delay at the applicable insurer and the Depositor has delivered the
Officer's Certificate to such effect to the Trustee. The Depositor shall forward
or cause to be forwarded to the Trustee (1) from time to time additional
original documents evidencing an assumption or modification of a Mortgage Loan
and (2) any other documents required to be delivered by the Depositor or the
Servicer to the Trustee or the Custodian on the Trustee's behalf. In the event
that the original Mortgage is not delivered and in connection with the payment
in full of the related Mortgage Loan the public recording office requires the
presentation of a "lost instruments affidavit and indemnity" or any equivalent
document, because only a copy of the Mortgage can be delivered with the
instrument of satisfaction or reconveyance, the Servicer shall prepare, execute
and deliver or cause to be prepared, executed and delivered, on behalf of the
Trust, such a document to the public recording office.
As promptly as practicable subsequent to such transfer and
assignment, and in any event, within 30 days thereafter, the Servicer shall
(except for any Mortgage which has been recorded in the name of MERS or its
designee) (I) cause each Assignment of Mortgage to be in proper form for
recording in the appropriate public office for real property records within 30
days of the Closing Date and (II) at the Depositor's expense, cause to be
delivered for recording in the appropriate public office for real property
records the Assignments of the Mortgages to the Trustee, except that, with
respect to any Assignment of a Mortgage as to which the Servicer has not
received the information required to prepare such assignment in recordable form,
the Servicer's obligation to do so and to deliver the same for such recording
shall be as soon as practicable after receipt of such information and in any
event within 30 days after the receipt thereof and, no recording of an
Assignment of Mortgage will be required in a state if either (i) the Depositor
furnishes to the Trustee an unqualified Opinion of Counsel reasonably acceptable
to the Trustee to the effect that recordation of such assignment is not
necessary under applicable state law to preserve the Trustee's interest in the
related Mortgage Loan against the claim of any subsequent transferee of such
Mortgage Loan or any successor to, or creditor of, the Depositor or the
originator of such Mortgage Loan or (ii) the recordation of an Assignment of
Mortgage in such state is not required by either Rating Agency in order to
obtain the initial ratings on the Certificates on the Closing Date. Set forth on
Exhibit L attached hereto is a list of all states where recordation is required
by either Rating Agency to obtain the initial ratings of the Certificates. The
Trustee may rely and shall be protected in relying upon the information
contained in such Exhibit L.
In the case of Mortgage Loans that have been prepaid in full as of
the Closing Date, the Depositor, in lieu of delivering the above documents to
the Trustee, or the Custodian on the Trustee's behalf, will cause the Servicer
to deposit in the Servicer Custodial Account the portion of such payment that is
required to be deposited in the Servicer Custodial Account pursuant to Section
3.08.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
Subject to the provisions of the following paragraph, the Trustee declares that
it, or the Custodian as its agent, will hold the documents referred to in
Section 2.01 and the other documents delivered to it constituting the Mortgage
Files, and that it will hold such other assets as are included in the Trust
Estate, in trust for the exclusive use and benefit of all present and future
Certificateholders. Upon execution and delivery of this document, the Trustee
shall deliver or cause the Custodian to deliver to the Depositor, the Trustee
and the Servicer a certification in the form of Exhibit M hereto (the "Initial
Certification") to the effect that, except as may be specified in a list of
exceptions attached thereto, it has received the original Mortgage Note relating
to each of the Mortgage Loans listed on the Mortgage Loan Schedule.
Within 90 days after the execution and delivery of this Agreement,
the Trustee shall review, or cause the Custodian to review, the Mortgage Files
in its possession, and shall deliver to the Depositor, the Trustee and the
Servicer a certification in the form of Exhibit N hereto (the "Final
Certification") to the effect that, as to each Mortgage Loan listed in the
Mortgage Loan Schedule, except as may be specified in a list of exceptions
attached to such Final Certification, such Mortgage File contains all of the
items required to be delivered pursuant to Section 2.01(b).
If, in the course of such review, the Trustee or the Custodian finds
any document constituting a part of a Mortgage File which does not meet the
requirements of Section 2.01 or is omitted from such Mortgage File, the Trustee
shall promptly so notify the Servicer and the Depositor, or shall cause the
Custodian to promptly so notify the Servicer and the Depositor. In performing
any such review, the Trustee or the Custodian may conclusively rely on the
purported genuineness of any such document and any signature thereon. It is
understood that the scope of the Trustee's or the Custodian's review of the
Mortgage Files is limited solely to confirming that the documents listed in
Section 2.01 have been received and further confirming that any and all
documents delivered pursuant to Section 2.01 appear on their face to have been
executed and relate to the Mortgage Loans identified in the Mortgage Loan
Schedule based solely upon the review of items (i) and (xi) in the definition of
Mortgage Loan Schedule. Neither the Trustee nor the Custodian shall have any
responsibility for determining whether any document is valid and binding,
whether the text of any assignment or endorsement is in proper or recordable
form, whether any document has been recorded in accordance with the requirements
of any applicable jurisdiction, or whether a blanket assignment is permitted in
any applicable jurisdiction. The Depositor hereby covenants and agrees that it
will promptly correct or cure such defect within 90 days from the date it was so
notified of such defect and, if the Depositor does not correct or cure such
defect within such period, the Depositor will either (a) substitute for the
related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth below or (b)
purchase such Mortgage Loan from the Trustee at the Repurchase Price for such
Mortgage Loan; provided, however, that in no event shall such a substitution
occur more than two years from the Closing Date; provided, further, that such
substitution or repurchase shall occur within 90 days of when such defect was
discovered if such defect will cause the Mortgage Loan not to be a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code.
With respect to each Substitute Mortgage Loan the Depositor shall
deliver to the Trustee, for the benefit of the Certificateholders, the Mortgage
Note, the Mortgage, the related Assignment of Mortgage (except for any Mortgage
which has been recorded in the name of MERS or its designee), and such other
documents and agreements as are otherwise required by Section 2.01, with the
Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to any such
Substitute Mortgage Loan in the month of substitution shall not be part of the
Trust Estate and will be retained by the Depositor. For the month of
substitution, distributions to Certificateholders will include the Monthly
Payment due for such month on any Defective Mortgage Loan for which the
Depositor has substituted a Substitute Mortgage Loan.
The Servicer shall amend the Mortgage Loan Schedule for the benefit
of the Certificateholders to reflect the removal of each Mortgage Loan that has
become a Defective Mortgage Loan and the substitution of the Substitute Mortgage
Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule
to the Trustee and the Custodian. Upon such substitution, each Substitute
Mortgage Loan shall be subject to the terms of this Agreement in all respects,
and the Depositor shall be deemed to have made to the Trustee with respect to
such Substitute Mortgage Loan, as of the date of substitution, the
representations and warranties made pursuant to Section 2.04. Upon any such
substitution and the deposit to the Servicer Custodial Account of any required
Substitution Adjustment Amount (as described in the next paragraph) and receipt
of a Request for Release, the Trustee shall release, or shall direct the
Custodian to release, the Mortgage File relating to such Defective Mortgage Loan
to the Depositor and shall execute and deliver at the Depositor's direction such
instruments of transfer or assignment prepared by the Depositor, in each case
without recourse, as shall be necessary to vest title in the Depositor, or its
designee, to the Trustee's interest in any Defective Mortgage Loan substituted
for pursuant to this Section 2.02.
For any month in which the Depositor substitutes one or more
Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount
(if any) by which the aggregate principal balance of all such Substitute
Mortgage Loans in a Loan Group as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Defective Mortgage Loans in such
Loan Group (after application of the principal portion of the Monthly Payments
due in the month of substitution) (the "Substitution Adjustment Amount" for such
Loan Group) plus an amount equal to the aggregate of any unreimbursed Advances
with respect to such Defective Mortgage Loans shall be deposited into the
Servicer Custodial Account by the Depositor on or before the Remittance Date for
the Distribution Date in the month succeeding the calendar month during which
the related Mortgage Loan is required to be purchased or replaced hereunder.
The Trustee shall retain or shall cause the Custodian to retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions set forth herein. The Servicer shall promptly deliver
to the Trustee, upon the execution or, in the case of documents requiring
recording, receipt thereof, the originals of such other documents or instruments
constituting the Mortgage File as come into the Servicer's possession from time
to time.
It is understood and agreed that the obligation of the Depositor to
substitute for or to purchase any Mortgage Loan which does not meet the
requirements of Section 2.01 shall constitute the sole remedy respecting such
defect available to the Trustee and any Certificateholder against the Depositor.
The Trustee or the Custodian, on behalf of the Trustee, shall be
under no duty or obligation (i) to inspect, review or examine any such
documents, instruments, certificates or other papers to determine that they are
genuine, enforceable, or appropriate for the represented purpose or that they
are other than what they purport to be on their face or (ii) to determine
whether any Mortgage File should include any of the documents specified in
Section 2.01(b)(iv), (vi), (vii), (viii) and (ix). In connection with making the
certifications required hereunder, to the extent a title search or opinion of
counsel has been provided in lieu of a title policy for any Mortgage Loan, the
Trustee shall only be responsible for confirming that a title search or opinion
of counsel has been provided for such Mortgage Loan and shall not be deemed to
have certified that the content of such title search or opinion of counsel is
sufficient to meet the requirements of Section 2.01(b)(v).
Section 2.03 Representations and Warranties of the Servicer. The
Servicer hereby makes the following representations and warranties to the
Depositor and the Trustee, as of the Closing Date:
(i) The Servicer is a national banking association duly organized,
validly existing, and in good standing under the federal laws of the
United States of America and has all licenses necessary to carry on its
business as now being conducted and is licensed, qualified and in good
standing in each of the states where a Mortgaged Property is located if
the laws of such state require licensing or qualification in order to
conduct business of the type conducted by the Servicer. The Servicer has
power and authority to execute and deliver this Agreement and to perform
in accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered pursuant
to this Agreement) by the Servicer and the consummation of the
transactions contemplated hereby have been duly and validly authorized.
This Agreement, assuming due authorization, execution and delivery by the
other parties hereto, evidences the valid, binding and enforceable
obligation of the Servicer, subject to applicable law except as
enforceability may be limited by (A) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting
the enforcement of creditors' rights generally or creditors of national
banks and (B) general principles of equity, whether enforcement is sought
in a proceeding in equity or at law. All requisite corporate action has
been taken by the Servicer to make this Agreement valid and binding upon
the Servicer in accordance with its terms.
(ii) No consent, approval, authorization or order is required for
the transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory authority
having jurisdiction over the Servicer is required or, if required, such
consent, approval, authorization or order has been or will, prior to the
Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Servicer and will
not result in the breach of any term or provision of the charter or
by-laws of the Servicer or result in the breach of any term or provision
of, or conflict with or constitute a default under or result in the
acceleration of any obligation under, any agreement, indenture or loan or
credit agreement or other instrument to which the Servicer or its property
is subject, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Servicer or its property is
subject.
(iv) There is no action, suit, proceeding or investigation pending
or, to the best knowledge of the Servicer, threatened against the Servicer
which, either individually or in the aggregate, would result in any
material adverse change in the business, operations, financial condition,
properties or assets of the Servicer, or in any material impairment of the
right or ability of the Servicer to carry on its business substantially as
now conducted or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Servicer contemplated herein, or
which would materially impair the ability of the Servicer to perform under
the terms of this Agreement.
(v) The Servicer has fully furnished, and shall continue to fully
furnish for so long as it is servicing the Mortgage Loans hereunder, in
accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information on the related Mortgagor
credit files to Equifax, Experian and Trans Union Credit Information
Company on a monthly basis.
The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Mortgage Files to the Trustee for
the benefit of the Certificateholders. Upon discovery by any of the Depositor,
the Servicer or the Trustee of a breach of any of the representations or
warranties set forth in this Section 2.03, the party discovering such breach
shall give prompt written notice to the other parties.
Section 2.04 Representations and Warranties of the Depositor as to
the Mortgage Loans. The Depositor hereby represents and warrants to the Trustee
with respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as
of the date hereof or such other date set forth herein that as of the Closing
Date:
(i) The information set forth in the Mortgage Loan Schedule is true
and correct in all material respects.
(ii) There are no delinquent taxes, ground rents, governmental
assessments, insurance premiums, leasehold payments, including assessments
payable in future installments or other outstanding charges affecting the
lien priority of the related Mortgaged Property.
(iii) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if
necessary to maintain the lien priority of the Mortgage, and which have
been delivered to the Trustee; the substance of any such waiver,
alteration or modification has been approved by the insurer under the
Primary Insurance Policy, if any, the title insurer, to the extent
required by the related policy, and is reflected on the Mortgage Loan
Schedule. No instrument of waiver, alteration or modification has been
executed, and no Mortgagor has been released, in whole or in part, except
in connection with an assumption agreement approved by the insurer under
the Primary Insurance Policy, if any, the title insurer, to the extent
required by the policy, and which assumption agreement has been delivered
to the Trustee.
(iv) The Mortgage Note and the Mortgage are not subject to any right
of rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note and
the Mortgage, or the exercise of any right thereunder, render either the
Mortgage Note or the Mortgage unenforceable, in whole or in part, or
subject to any right of rescission, set-off, counterclaim or defense,
including the defense of usury and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto.
(v) All buildings upon the Mortgaged Property are insured by an
insurer generally acceptable to prudent mortgage lending institutions
against loss by fire, hazards of extended coverage and such other hazards
as are customary in the area the Mortgaged Property is located, pursuant
to insurance policies conforming to the requirements of Customary
Servicing Procedures and this Agreement. All such insurance policies
contain a standard mortgagee clause naming the originator of the Mortgage
Loan, its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area identified on a
flood hazard map or flood insurance rate map issued by the Federal
Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the requirements of
Xxxxxx Xxx or Xxxxxxx Mac. The Mortgage obligates the Mortgagor thereunder
to maintain all such insurance at the Mortgagor's cost and expense, and on
the Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor.
(vi) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth in lending, real estate
settlement procedures, consumer credit protections, all applicable
predatory and abusive lending laws, equal credit opportunity or disclosure
laws applicable to the origination and servicing of Mortgage Loan have
been complied with.
(vii) The Mortgage has not been satisfied, canceled, subordinated or
rescinded, in whole or in part (other than as to Principal Prepayments in
full which may have been received prior to the Closing Date), and the
Mortgaged Property has not been released from the lien of the Mortgage, in
whole or in part, nor has any instrument been executed that would effect
any such satisfaction, cancellation, subordination, rescission or release.
(viii) The Mortgage is a valid, existing and enforceable first lien
on the Mortgaged Property, including all improvements on the Mortgaged
Property subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of the public
record as of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and
which do not adversely affect the Appraised Value of the Mortgaged
Property, (C) if the Mortgaged Property consists of Co-op Shares, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation, and (D) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of
the security intended to be provided by the Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged Property. Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a
valid, existing and enforceable first lien and first priority security
interest on the property described therein and the Depositor has the full
right to sell and assign the same to the Trustee.
(ix) The Mortgage Note and the related Mortgage are genuine and each
is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms except as enforceability may be
limited by (A) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or other similar laws affecting the enforcement
of the rights of creditors and (B) general principles of equity, whether
enforcement is sought in a proceeding in equity or at law.
(x) All parties to the Mortgage Note and the Mortgage had legal
capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage
have been duly and properly executed by such parties.
(xi) The proceeds of the Mortgage Loan have been fully disbursed to
or for the account of the Mortgagor and there is no obligation for the
Mortgagee to advance additional funds thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with.
All costs, fees and expenses incurred in making or closing the Mortgage
Loan and the recording of the Mortgage have been paid, and the Mortgagor
is not entitled to any refund of any amounts paid or due to the Mortgagee
pursuant to the Mortgage Note or Mortgage.
(xii) To the best of the Depositor's knowledge, all parties which
have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held and disposed of such interest, were) in compliance with any and all
applicable "doing business" and licensing requirements of the laws of the
state wherein the Mortgaged Property is located.
(xiii) (A) The Mortgage Loan is covered by an ALTA lender's title
insurance policy, acceptable to Xxxxxx Xxx or Xxxxxxx Mac, issued by a
title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac and qualified to do
business in the jurisdiction where the Mortgaged Property is located,
insuring (subject to the exceptions contained in (viii)(A) and (B) above)
the Seller, its successors and assigns as to the first priority lien of
the Mortgage in the original principal amount of the Mortgage Loan, (B) a
title search has been done showing no lien (other than the exceptions
contained in (viii)(A) and (B) above) on the related Mortgaged Property
senior to the lien of the Mortgage or (C) in the case of any Mortgage Loan
secured by a Mortgaged Property located in a jurisdiction where such
policies are generally not available, an opinion of counsel of the type
customarily rendered in such jurisdiction in lieu of title insurance is
instead received. For each Mortgage Loan covered by a title insurance
policy (x) the Depositor is the sole insured of such lender's title
insurance policy, and such lender's title insurance policy is in full
force and effect and will be in full force and effect upon the
consummation of the transactions contemplated by this Agreement and (y) no
claims have been made under such lender's title insurance policy, and the
Depositor has not done, by act or omission, anything which would impair
the coverage of such lender's title insurance policy.
(xiv) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach, violation or
event of acceleration, and the Seller has not waived any default, breach,
violation or event of acceleration.
(xv) As of the date of origination of the Mortgage Loan, there had
been no mechanics' or similar liens or claims filed for work, labor or
material (and no rights are outstanding that under law could give rise to
such lien) affecting the related Mortgaged Property which are or may be
liens prior to, or equal or coordinate with, the lien of the related
Mortgage.
(xvi) All improvements which were considered in determining the
Appraised Value of the related Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and
no improvements on adjoining properties encroach upon the Mortgaged
Property.
(xvii) The Mortgage Loan was originated by a savings and loan
association, savings bank, commercial bank, credit union, insurance
company, or similar institution which is supervised and examined by a
federal or state authority, or by a mortgagee approved by the Secretary of
Housing and Urban Development pursuant to sections 203 and 211 of the
National Housing Act.
(xviii) Principal payments on the Mortgage Loan commenced no more
than sixty days after the proceeds of the Mortgaged Loan were disbursed.
The Mortgage Loans are 10 to 30-year fixed rate mortgage loans having an
original term to maturity of not more than 30 years, with interest payable
in arrears on the first day of the month. Each Mortgage Note requires a
monthly payment which is sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at
the related Mortgage Interest Rate. The Mortgage Note does not permit
negative amortization.
(xix) There is no proceeding pending or, to the Depositor's
knowledge, threatened for the total or partial condemnation of the
Mortgaged Property. The Mortgaged Property is in good repair and is
undamaged by waste, fire, earthquake or earth movement, windstorm, flood,
tornado or other casualty, so as to affect adversely the value of the
Mortgaged Property as security for the Mortgage Loan or the use for which
the premises were intended.
(xx) The Mortgage and related Mortgage Note contain customary and
enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property
of the benefits of the security provided thereby, including (A) in the
case of a Mortgage designated as a deed of trust, by trustee's sale, and
(B) otherwise by judicial foreclosure. To the best of the Depositor's
knowledge, following the date of origination of the Mortgage Loan, the
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection
under applicable bankruptcy laws. There is no homestead or other exemption
or right available to the Mortgagor or any other person which would
interfere with the right to sell the Mortgaged Property at a trustee's
sale or the right to foreclose the Mortgage.
(xxi) Other than any Borrowers Protection Plan(R) addendum to the
Mortgage Note of a BPP Mortgage Loan, the Mortgage Note and Mortgage are
on forms acceptable to Xxxxxx Xxx or Xxxxxxx Mac.
(xxii) The Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage on the Mortgaged
Property and the security interest of any applicable security agreement or
chattel mortgage referred to in (viii) above.
(xxiii) Each appraisal of the related Mortgaged Property, is in a
form acceptable to Xxxxxx Mae or Xxxxxxx Mac and such appraisal complies
with the requirements of FIRREA, and was made and signed, prior to the
approval of the Mortgage Loan application, by a Qualified Appraiser.
(xxiv) In the event the Mortgage constitutes a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves, and no fees or expenses are
or will become payable by the Trustee to the trustee under the deed of
trust, except in connection with a trustee's sale after default by the
Mortgagor.
(xxv) No Mortgage Loan is a graduated payment mortgage loan, no
Mortgage Loan has a shared appreciation or other contingent interest
feature, and no Mortgage Loan contains any "buy-down" feature.
(xxvi) The Mortgagor has received all disclosure materials required
by applicable law with respect to the making of mortgage loans of the same
type as the Mortgage Loan and rescission materials required by applicable
law if the Mortgage Loan is a Refinance Mortgage Loan.
(xxvii) Each Primary Insurance Policy to which any Mortgage Loan is
subject will be issued by an insurer acceptable to Xxxxxx Mae or Xxxxxxx
Mac, which insures that portion of the Mortgage Loan in excess of the
portion of the Appraised Value of the Mortgaged Property required by
Xxxxxx Mae. All provisions of such Primary Insurance Policy have been and
are being complied with, such policy is in full force and effect, and all
premiums due thereunder have been paid. Any Mortgage subject to any such
Primary Insurance Policy obligates the Mortgagor thereunder to maintain
such insurance and to pay all premiums and charges in connection therewith
at least until Loan-to-Value Ratio of such Mortgage Loan is reduced to
less than 80%. The Mortgage Interest Rate for the Mortgage Loan does not
include any such insurance premium.
(xxviii) To the best of the Depositor's knowledge as of the date of
origination of the Mortgage Loan, (A) the Mortgaged Property is lawfully
occupied under applicable law, (B) all inspections, licenses and
certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of
occupancy, have been made or obtained from the appropriate authorities and
(C) no improvement located on or part of the Mortgaged Property is in
violation of any zoning law or regulation.
(xxix) The Assignment of Mortgage (except with respect to any
Mortgage that has been recorded in the name of MERS or its designee) is in
recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located.
(xxx) All payments required to be made prior to the Cut-off Date for
such Mortgage Loan under the terms of the Mortgage Note have been made and
no Mortgage Loan has been more than 30 days delinquent more than once in
the twelve month period immediately prior to the Cut-off Date.
(xxxi) With respect to each Mortgage Loan, the Depositor or Servicer
is in possession of a complete Mortgage File except for the documents
which have been delivered to the Trustee or which have been submitted for
recording and not yet returned.
(xxxii) Immediately prior to the transfer and assignment
contemplated herein, the Depositor was the sole owner and holder of the
Mortgage Loans. The Mortgage Loans were not assigned or pledged by the
Depositor and the Depositor had good and marketable title thereto, and the
Depositor had full right to transfer and sell the Mortgage Loans to the
Trustee free and clear of any encumbrance, participation interest, lien,
equity, pledge, claim or security interest and had full right and
authority subject to no interest or participation in, or agreement with
any other party to sell or otherwise transfer the Mortgage Loans.
(xxxiii) Any future advances made prior to the Cut-off Date have
been consolidated with the outstanding principal amount secured by the
Mortgage, and the secured principal amount, as consolidated, bears a
single interest rate and single repayment term. The lien of the Mortgage
securing the consolidated principal amount is expressly insured as having
first lien priority by a title insurance policy, an endorsement to the
policy insuring the mortgagee's consolidated interest or by other title
evidence acceptable to Xxxxxx Xxx and Xxxxxxx Mac. The consolidated
principal amount does not exceed the original principal amount of the
Mortgage Loan.
(xxxiv) The Mortgage Loan was underwritten in accordance with the
applicable Underwriting Guidelines in effect at the time of origination
with exceptions thereto exercised in a reasonable manner.
(xxxv) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in the rent other than pre-established increases
set forth in the lease; (4) the original term of such lease is not less
than 15 years; (5) the term of such lease does not terminate earlier than
five years after the maturity date of the Mortgage Note; and (6) the
Mortgaged Property is located in a jurisdiction in which the use of
leasehold estates in transferring ownership in residential properties is a
widely accepted practice.
(xxxvi) No Mortgage Loan is secured by a long-term residential
lease.
(xxxvii) The Mortgaged Property is located in the state identified
in the Mortgage Loan Schedule and consists of a parcel of real property
with a detached single family residence erected thereon, or a two- to
four-family dwelling, or an individual condominium unit, or an individual
unit in a planned unit development, or, in the case of Mortgage Loans
secured by Co-op Shares, leases or occupancy agreements; provided,
however, that any condominium project or planned unit development
generally conforms with the applicable Underwriting Guidelines regarding
such dwellings, and no residence or dwelling is a mobile home or a
manufactured dwelling.
(xxxviii) The Depositor used no adverse selection procedures in
selecting the Mortgage Loan for inclusion in the Trust Estate.
(xxxix) Each Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code.
(xl) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trustee in place of the related Mortgage Note, the
related Mortgage Note is no longer in existence.
(xli) No Mortgage Loan is a "high cost" loan as defined under any
federal, state or local law applicable to such Mortgage Loan at the time
of its origination and no Mortgage Loan originated on or after October 1,
2002 through March 6, 2003 is governed by the Georgia Fair Lending Act.
(xlii) No Mortgage Loan is subject to the provisions of the Home
Ownership and Equity Protection Act of 1994, as amended.
(xliii) No Group 1, Group 2, Group 3 and Group 4 Mortgage Loan is a
"high cost home," "covered," "high risk home" or "predatory" loan under
any applicable state, federal or local law (or a similarly classified loan
using different terminology under a law imposing heightened regulatory
scrutiny or additional legal liability for residential mortgage loans
having high interest rates, points and/or fees).
(xliv) With respect to each Group 1, Group 2, Group 3 and Group 4
Mortgage Loan: (a) no borrower was required to purchase any single premium
credit insurance policy (e.g., life, mortgage, disability, accident,
unemployment, or health insurance product) or debt cancellation agreement
as a condition of obtaining the extension of credit; (b) no borrower
obtained a prepaid single premium credit insurance policy (e.g., life,
mortgage, disability, accident, unemployment, or health insurance product)
in connection with the origination of the Mortgage Loan; and (c) no
proceeds from any Mortgage Loan were used to purchase single premium
credit insurance policies or debt cancellation agreements as part of the
origination of, or as a condition to closing, such Mortgage Loan.
(xlv) No Group 1, Group 2, Group 3 and Group 4 Mortgage Loan
provides for the payment of a prepayment premium.
(xlvi) No Group 1, Group 2, Group 3 and Group 4 Mortgage Loan
originated on or after August 1, 2004 requires the borrower to submit to
arbitration to resolve any dispute arising out of or relating in any way
to the mortgage loan transaction.
(xlvii) As of the date of origination, no Group 1, Group 2, Group 3
and Group 4 Mortgage Loan had a principal balance in excess of Xxxxxxx
Mac's dollar amount limits for conforming one- to four-family mortgage
loans.
(xlviii) With respect to each Group 1, Group 2, Group 3 and Group 4
Mortgage Loan, no borrower was encouraged or required to select a mortgage
loan product offered by the Mortgage Loan's originator which is a higher
cost product designed for less creditworthy borrowers, unless at the time
of the Mortgage Loan's origination, such borrower did not qualify taking
into account credit history and debt to income ratios for a lower cost
credit product then offered by the Mortgage Loan's originator or any
affiliate of the Mortgage Loan's originator. If, at the time of loan
application, the borrower may have qualified for a lower cost credit
product then offered by any mortgage lending affiliate of the Mortgage
Loan's originator, the Mortgage Loan's originator referred the borrower's
application to such affiliate for underwriting consideration.
(xlix) The methodology used in underwriting the extension of credit
for each Group 1, Group 2, Group 3 and Group 4 Mortgage Loan employs
objective mathematical principles which relate the borrower's income,
assets and liabilities to the proposed payment and such underwriting
methodology does not rely on the extent of the borrower's equity in the
collateral as the principal determining factor in approving such credit
extension. Such underwriting methodology confirmed that at the time of
origination (application/approval) the borrower had the reasonable ability
to make timely payments on the Mortgage Loan.
(l) No borrower under a Group 1, Group 2, Group 3 and Group 4
Mortgage Loan was charged "points and fees" in an amount greater than (a)
$1,000 or (b) 5% of the Cut-off Date Principal Balance of such Mortgage
Loan, whichever is greater. For purposes of this representation, "points
and fees" (x) include origination, underwriting, broker and finder's fees
and charges that the lender imposed as a condition of making the Mortgage
Loan, whether they are paid to the lender or a third party; and (y)
exclude bona fide discount points, fees paid for actual services rendered
in connection with the origination of the mortgage (such as attorneys'
fees, notaries fees and fees paid for property appraisals, credit reports,
surveys, title examinations and extracts, flood and tax certifications,
and home inspections); the cost of mortgage insurance or credit-risk price
adjustments; the costs of title, hazard, and flood insurance policies;
state and local transfer taxes or fees; escrow deposits for the future
payment of taxes and insurance premiums; and other miscellaneous fees and
charges that, in total, do not exceed 0.25 percent of the loan amount.
Notwithstanding the foregoing, no representations or warranties are
made by the Depositor as to the environmental condition of any Mortgaged
Property; the absence, presence or effect of hazardous wastes or hazardous
substances on any Mortgaged Property; any casualty resulting from the presence
or effect of hazardous wastes or hazardous substances on, near or emanating from
any Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, Person or entity otherwise affiliated with the Depositor
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Depositor with respect to the absence or effect of
fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.04 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian and shall inure to the benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement or assignment.
Upon discovery by any of the Depositor, the Servicer, the Trustee or
the Custodian that any of the representations and warranties set forth in this
Section 2.04 is not accurate (referred to herein as a "breach") and that such
breach (in the case of the representations and warranties set forth in clauses
(i) through (xli) of this Section 2.04) materially and adversely affects the
interests of the Certificateholders in the related Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties
(any Custodian being so obligated under a custodial agreement); provided that
any such breach that causes the Mortgage Loan not to be a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code shall be deemed to
materially and adversely affect the interests of the Certificateholders. Within
90 days of its discovery or its receipt of notice of any such breach, the
Depositor shall cure such breach in all material respects or shall either (i)
repurchase the Mortgage Loan or any property acquired in respect thereof from
the Trustee at a price equal to the Repurchase Price or (ii) if within two years
of the Closing Date, substitute for such Mortgage Loan in the manner described
in Section 2.02; provided that if the breach would cause the Mortgage Loan to be
other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code,
any such repurchase or substitution must occur within 90 days from the date the
breach was discovered. In addition to the foregoing, if a breach of the
representation set forth in clause (vi) of this Section 2.04 occurs as a result
of a violation of an applicable predatory or abusive lending law, the Depositor
shall reimburse the Trust for all costs or damages incurred by the Trust as a
result of the violation of such law (such amount, the "Reimbursement Amount").
The Repurchase Price of any repurchase described in this paragraph, the
Substitution Adjustment Amount, if any, and any Reimbursement Amount shall be
deposited in the Servicer Custodial Account. It is understood and agreed that,
except with respect to the second preceding sentence, the obligation of the
Depositor to repurchase or substitute for any Mortgage Loan or Mortgaged
Property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, or to the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust hereunder.
Section 2.05 Designation of Interests in the REMICs. The Depositor
hereby designates the Classes of Senior Certificates (other than the Class
CB-IO, Class CB-PO, Class 5-A-R, Class 15-IO and Class 15-PO Certificates), the
Classes of Class B Certificates and each Component as "regular interests" and
the Class R-U Interest as the single class of "residual interest" in the
Upper-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively. The Depositor hereby further designates (i) the Uncertificated
Middle-Tier Interests as classes of "regular interests" and the Class R-M
Interest as the single class of "residual interest" in the Middle-Tier REMIC and
(ii) the Uncertificated Lower-Tier Interests as classes of "regular interests"
and the Class X-X Interest as the single class of "residual interest" in the
Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively.
Section 2.06 Designation of Start-up Day. The Closing Date is hereby
designated as the "start-up day" of each of the Upper-Tier REMIC, Middle-Tier
REMIC and Lower-Tier REMIC within the meaning of Section 860G(a)(9) of the Code.
Section 2.07 REMIC Certificate Maturity Date. Solely for purposes of
satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest
possible maturity date" of the regular interests in the Upper-Tier REMIC,
Middle-Tier REMIC and Lower-Tier REMIC is March 25, 2036.
Section 2.08 Execution and Delivery of Certificates. The Trustee (i)
acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Middle-Tier REMIC and the
Certificateholders and that it holds the Uncertificated Middle-Tier Interests on
behalf of the Upper-Tier REMIC and the Certificateholders and (ii) has executed
and delivered to or upon the order of the Depositor, in exchange for the
Mortgage Loans, Uncertificated Lower-Tier Interests and Uncertificated
Middle-Tier Interests, together with all other assets included in the definition
of "Trust Estate," receipt of which is hereby acknowledged, Certificates in
authorized denominations which, together with the Uncertificated Middle-Tier
Interests and the Uncertificated Lower-Tier Interests, evidence ownership of the
entire Trust Estate.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans. For and on behalf
of the Certificateholders, the Servicer shall service and administer the
Mortgage Loans, all in accordance with the terms of this Agreement, Customary
Servicing Procedures, applicable law and the terms of the Mortgage Notes and
Mortgages. In connection with such servicing and administration, the Servicer
shall have full power and authority, acting alone and/or through Subservicers as
provided in Section 3.02, to do or cause to be done any and all things that it
may deem necessary or desirable in connection with such servicing and
administration including, but not limited to, the power and authority, subject
to the terms hereof, (a) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (b) to consent, with respect to the Mortgage Loans it
services, to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages (but only in the manner provided in this Agreement),
(c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to
the Mortgage Loans it services, and (d) to effectuate foreclosure or other
conversion of the ownership of the Mortgaged Property securing any Mortgage Loan
it services. The Servicer shall represent and protect the interests of the Trust
in the same manner as it protects its own interests in mortgage loans in its own
portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and
shall not make or permit any modification, waiver or amendment of any term of
any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting
the generality of the foregoing, the Servicer, in its own name or in the name of
any Subservicer or the Depositor and the Trustee, is hereby authorized and
empowered by the Depositor and the Trustee, when the Servicer or any
Subservicer, as the case may be, believes it appropriate in its reasonable
judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the
Certificateholders or any of them, any and all instruments or agreements of
satisfaction, cancellation, default, assumption, modification, discharge,
partial or full release, and all other comparable instruments and agreements,
with respect to the Mortgage Loans it services, and with respect to the related
Mortgaged Properties held for the benefit of the Certificateholders. To the
extent that the Servicer is not permitted to execute and deliver such documents
pursuant to the preceding sentence, the Servicer shall prepare and deliver to
the Depositor and/or the Trustee such documents requiring execution and delivery
by either or both of them as are necessary or appropriate to enable the Servicer
to service and administer the Mortgage Loans it services. Upon receipt of such
documents, the Depositor and/or the Trustee, upon the direction of the Servicer,
shall promptly execute such documents and deliver them to the Servicer.
Alternatively, upon the request of the Servicer, the Trustee shall execute and
deliver to the Servicer any additional powers of attorney and other documents
prepared by the Servicer that are reasonably necessary or appropriate to enable
the Servicer to carry out its servicing and administrative duties under this
Agreement.
In accordance with the standards of the preceding paragraph, the
Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties relating to the Mortgage Loans it services, which Servicing Advances
shall be reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11.
The costs incurred by the Servicer, if any, in effecting the timely payments of
taxes and assessments on the Mortgaged Properties and related insurance premiums
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the Stated Principal Balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
The relationship of the Servicer (and of any successor to the
Servicer as servicer under this Agreement) to the Trustee under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.
Section 3.02 Subservicing; Enforcement of the Obligations of
Servicer. (a) The Servicer may arrange for the subservicing of any Mortgage Loan
it services by a Subservicer pursuant to a Subservicing Agreement; provided,
however, that such subservicing arrangement and the terms of the related
Subservicing Agreement must provide for the servicing of such Mortgage Loan in a
manner consistent with the servicing arrangements contemplated hereunder.
Notwithstanding the provisions of any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Servicer and a Subservicer or reference to actions taken through a Subservicer
or otherwise, the Servicer shall remain obligated and liable to the Depositor,
the Trustee and the Certificateholders for the servicing and administration of
the Mortgage Loans it services in accordance with the provisions of this
Agreement without diminution of such obligation or liability by virtue of such
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions as if
the Servicer alone were servicing and administering those Mortgage Loans. All
actions of each Subservicer performed pursuant to the related Subservicing
Agreement shall be performed as agent of the Servicer with the same force and
effect as if performed directly by the Servicer.
(b) For purposes of this Agreement, the Servicer shall be deemed to
have received any collections, recoveries or payments with respect to the
Mortgage Loans it services that are received by a Subservicer regardless of
whether such payments are remitted by the Subservicer to the Servicer.
(c) As part of its servicing activities hereunder, the Servicer, for
the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer engaged by the
Servicer under the related Subservicing Agreement, to the extent that the
non-performance of any such obligation would have a material and adverse effect
on a Mortgage Loan. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Subservicing Agreements and the pursuit of
other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Servicer, in its good faith business judgment,
would require were it the owner of the related Mortgage Loans. The Servicer
shall pay the costs of such enforcement at its own expense, and shall be
reimbursed therefor only (i) from a general recovery resulting from such
enforcement to the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage Loan or (ii) from a specific recovery of costs,
expenses or attorneys fees against the party against whom such enforcement is
directed.
(d) Any Subservicing Agreement entered into by the Servicer shall
provide that it may be assumed or terminated by the Trustee, if the Trustee has
assumed the duties of the Servicer, or any successor Servicer, at the Trustee's
or successor Servicer's option, as applicable, without cost or obligation to the
assuming or terminating party or the Trust Estate, upon the assumption by such
party of the obligations of the Servicer pursuant to Section 8.05.
(e) Notwithstanding the foregoing, to the extent the Servicer
engages any affiliate or third party vendor, including any Subservicer, in
connection with the performance of any of its duties under this Agreement, the
Servicer shall immediately notify the Depositor in writing of such engagement.
To the extent the Depositor notifies the Servicer and the Trustee that it has
determined that any such affiliate, third party vendor or Subservicer is a
Servicing Function Participant, the Servicer shall cause such Servicing Function
Participant to prepare a separate assessment and attestation report, as
contemplated by Section 3.19 of this Agreement and deliver such report to the
Trustee as set forth in Section 3.22 of this Agreement. In addition, to the
extent the Depositor notifies the Servicer and the Trustee that it has
determined that any such Servicing Function Participant would be a "servicer"
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item
1108(a)(2)(i), (ii) or (iii) of Regulation AB (an "Additional Servicer"), the
Servicer shall cause such Additional Servicer to prepare a separate compliance
statement as contemplated by Section 3.18 of this Agreement and deliver such
statement to the Trustee as set forth in Section 3.22 of this Agreement. In
addition, if the Depositor determines any such Servicing Function Participant
would be a "servicer" within the meaning of Item 1101 of Regulation AB, the
Servicer shall cause such Servicing Function Participant to provide the
Depositor and the Trustee the information required by Section 1108(b) and
1108(c) of Regulation AB within two Business Days following such engagement. To
the extent the Servicer terminates any such Servicing Function Participant that
the Depositor has determined is a "servicer" within the meaning of Item 1101 of
Regulation AB, the Servicer shall provide the Depositor and the Trustee the
information required to enable the Trustee to accurately and timely report such
event under Item 6.02 of Form 8-K (if the Trust's Exchange Act reporting
requirements have not been suspended pursuant to Section 15(d) of the Exchange
Act as set forth in 3.22(g)).
Section 3.03 Fidelity Bond; Errors and Omissions Insurance. The
Servicer shall maintain, at its own expense, a blanket fidelity bond and an
errors and omissions insurance policy, with broad coverage on all officers,
employees or other persons acting in any capacity requiring such persons to
handle funds, money, documents or papers relating to the Mortgage Loans it
services. These policies must insure the Servicer against losses resulting from
dishonest or fraudulent acts committed by the Servicer's personnel, any
employees of outside firms that provide data processing services for the
Servicer, and temporary contract employees or student interns. Such fidelity
bond shall also protect and insure the Servicer against losses in connection
with the release or satisfaction of a Mortgage Loan without having obtained
payment in full of the indebtedness secured thereby. No provision of this
Section 3.03 requiring such fidelity bond and errors and omissions insurance
shall diminish or relieve the Servicer from its duties and obligations as set
forth in this Agreement. The minimum coverage under any such bond and insurance
policy shall be at least equal to the corresponding amounts required by Xxxxxx
Xxx in the Xxxxxx Mae Servicing Guide or by Xxxxxxx Mac in the Xxxxxxx Xxx
Xxxxxxx' & Servicers' Guide, as amended or restated from time to time, or in an
amount as may be permitted to the Servicer by express waiver of Xxxxxx Xxx or
Xxxxxxx Mac.
Section 3.04 Access to Certain Documentation. The Servicer shall
provide to the OCC, the OTS, the FDIC and to comparable regulatory authorities
supervising Holders of Certificates and the examiners and supervisory agents of
the OCC, the OTS, the FDIC and such other authorities, access to the
documentation required by applicable regulations of the OCC, the OTS, the FDIC
and such other authorities with respect to the Mortgage Loans. Such access shall
be afforded upon reasonable and prior written request and during normal business
hours at the offices designated by the Servicer; provided that the Servicer
shall be entitled to be reimbursed by each such Certificateholder for actual
expenses incurred by the Servicer in providing such reports and access. Nothing
in this Section 3.04 shall limit the obligation of the Servicer to observe any
applicable law and the failure of the Servicer to provide access as provided in
this Section 3.04 as a result of such obligation shall not constitute a breach
of this Section 3.04.
Section 3.05 Maintenance of Primary Insurance Policy; Claims;
Collections of BPP Mortgage Loan Payments. (a) With respect to each Mortgage
Loan with a Loan-to-Value Ratio in excess of 80% or such other Loan-to-Value
Ratio as may be required by law, the Servicer shall, without any cost to the
Trust Estate, maintain or cause the Mortgagor to maintain in full force and
effect a Primary Insurance Policy insuring that portion of the Mortgage Loan in
excess of a percentage in conformity with Xxxxxx Mae requirements. The Servicer
shall pay or shall cause the Mortgagor to pay the premium thereon on a timely
basis, at least until the Loan-to-Value Ratio of such Mortgage Loan is reduced
to 80% or such other Loan-to-Value Ratio as may be required by law. If such
Primary Insurance Policy is terminated, the Servicer shall obtain from another
insurer a comparable replacement policy, with a total coverage equal to the
remaining coverage of such terminated Primary Insurance Policy. If the insurer
shall cease to be an insurer acceptable to Xxxxxx Xxx or Xxxxxxx Mac, the
Servicer shall notify the Trustee in writing, it being understood that the
Servicer shall not have any responsibility or liability for any failure to
recover under the Primary Insurance Policy for such reason. If the Servicer
determines that recoveries under the Primary Insurance Policy are jeopardized by
the financial condition of the insurer, the Servicer shall obtain from another
insurer which meets the requirements of this Section 3.05 a replacement
insurance policy. The Servicer shall not take any action that would result in
noncoverage under any applicable Primary Insurance Policy of any loss that, but
for the actions of the Servicer, would have been covered thereunder. In
connection with any assumption or substitution agreement entered into or to be
entered into pursuant to Section 3.13, the Servicer shall promptly notify the
insurer under the related Primary Insurance Policy, if any, of such assumption
or substitution of liability in accordance with the terms of such Primary
Insurance Policy and shall take all actions which may be required by such
insurer as a condition to the continuation of coverage under such Primary
Insurance Policy. If such Primary Insurance Policy is terminated as a result of
such assumption or substitution of liability, the Servicer shall obtain a
replacement Primary Insurance Policy as provided above.
In connection with its activities as servicer, the Servicer agrees
to prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims to the insurer under any Primary Insurance Policy in
a timely fashion in accordance with the terms of such Primary Insurance Policy
and, in this regard, to take such action as shall be necessary to permit
recovery under any Primary Insurance Policy respecting a defaulted Mortgage
Loan. Pursuant to Section 3.09(a), any amounts collected by the Servicer under
any Primary Insurance Policy shall be deposited in the related Escrow Account,
subject to withdrawal pursuant to Section 3.09(b).
The Servicer will comply with all provisions of applicable state and
federal law relating to the cancellation of, or collection of premiums with
respect to, Primary Mortgage Insurance, including, but not limited to, the
provisions of the Homeowners Protection Act of 1998, and all regulations
promulgated thereunder, as amended from time to time.
(b) The Servicer shall take all actions necessary to collect, on
behalf of the Trust, any BPP Mortgage Loan Payments required to be made to the
Trust pursuant to the Mortgage Loan Purchase Agreement.
Section 3.06 Rights of the Depositor and the Trustee in Respect of
the Servicer. The Depositor may, but is not obligated to, enforce the
obligations of the Servicer hereunder and may, but is not obligated to, perform,
or cause a designee to perform, any defaulted obligation of the Servicer
hereunder and in connection with any such defaulted obligation to exercise the
related rights of the Servicer hereunder; provided that the Servicer shall not
be relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee. Neither the Trustee nor the Depositor shall have
any responsibility or liability for any action or failure to act by the Servicer
nor shall the Trustee or the Depositor be obligated to supervise the performance
of the Servicer hereunder or otherwise.
Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such shall be deemed to be between the Subservicer and the
Servicer alone, and the Trustee and Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Subservicer except as set forth in Section 3.07.
The Servicer shall be solely liable for all fees owed by it to any Subservicer,
irrespective of whether the Servicer's compensation pursuant to this Agreement
is sufficient to pay such fees.
Section 3.07 Trustee to Act as Servicer. If the Servicer shall for
any reason no longer be the Servicer hereunder (including by reason of an Event
of Default), the Trustee shall within 90 days of such time, assume, if it so
elects, or shall appoint a successor Servicer to assume, all of the rights and
obligations of the Servicer hereunder arising thereafter (except that the
Trustee shall not be (a) liable for losses of the Servicer pursuant to Section
3.12 or any acts or omissions of the predecessor Servicer hereunder, (b)
obligated to make Advances if it is prohibited from doing so by applicable law
or (c) deemed to have made any representations and warranties of the Servicer
hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If
the Servicer shall for any reason no longer be the Servicer (including by reason
of any Event of Default), the Trustee or the successor Servicer may elect to
succeed to any rights and obligations of the Servicer under each Subservicing
Agreement or may terminate each Subservicing Agreement. If it has elected to
assume the Subservicing Agreement, the Trustee or the successor Servicer shall
be deemed to have assumed all of the Servicer's interest therein and to have
replaced the Servicer as a party to any Subservicing Agreement entered into by
the Servicer as contemplated by Section 3.02 to the same extent as if the
Subservicing Agreement had been assigned to the assuming party except that the
Servicer shall not be relieved of any liability or obligations under any such
Subservicing Agreement.
The Servicer that is no longer the Servicer hereunder shall, upon
request of the Trustee, but at the expense of such predecessor Servicer, deliver
to the assuming party all documents and records relating to each Subservicing
Agreement or substitute servicing agreement and the Mortgage Loans then being
serviced thereunder and an accounting of amounts collected or held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
such substitute Subservicing Agreement to the assuming party. The Trustee shall
be entitled to be reimbursed from the predecessor Servicer (or the Trust if the
predecessor Servicer is unable to fulfill its obligations hereunder) for all
Servicing Transfer Costs.
Section 3.08 Collection of Mortgage Loan Payments; Servicer
Custodial Account; Certificate Account; Reserve Fund; Yield Maintenance
Agreement. (a) Continuously from the date hereof until the principal and
interest on all Mortgage Loans are paid in full, the Servicer will proceed
diligently, in accordance with this Agreement, to collect all payments due under
each of the Mortgage Loans it services when the same shall become due and
payable. Further, the Servicer will in accordance with all applicable law and
Customary Servicing Procedures ascertain and estimate taxes, assessments, fire
and hazard insurance premiums, mortgage insurance premiums and all other charges
with respect to the Mortgage Loans it services that, as provided in any
Mortgage, will become due and payable to the end that the installments payable
by the Mortgagors will be sufficient to pay such charges as and when they become
due and payable. Consistent with the foregoing, the Servicer may in its
discretion (i) waive any late payment charge or any prepayment charge or penalty
interest in connection with the prepayment of a Mortgage Loan it services and
(ii) extend the due dates for payments due on a Mortgage Note for a period not
greater than 120 days; provided, however, that the Servicer cannot extend the
maturity of any such Mortgage Loan past the date on which the final payment is
due on the latest maturing Mortgage Loan as of the Cut-off Date. In the event of
any such arrangement, the Servicer shall make Periodic Advances on the related
Mortgage Loan in accordance with the provisions of Section 3.20 during the
scheduled period in accordance with the amortization schedule of such Mortgage
Loan without modification thereof by reason of such arrangements. The Servicer
shall not be required to institute or join in litigation with respect to
collection of any payment (whether under a Mortgage, Mortgage Note or otherwise
or against any public or governmental authority with respect to a taking or
condemnation) if it reasonably believes that enforcing the provision of the
Mortgage or other instrument pursuant to which such payment is required is
prohibited by applicable law.
(b) The Servicer shall establish and maintain the Servicer Custodial
Account. The Servicer shall deposit or cause to be deposited into the Servicer
Custodial Account, all on a daily basis within one Business Day of receipt,
except as otherwise specifically provided herein, the following payments and
collections remitted by Subservicers or received by the Servicer in respect of
the Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest due on the Mortgage Loans on or before the Cut-off Date)
and the following amounts required to be deposited hereunder with respect to the
Mortgage Loans it services:
(i) all payments on account of principal of the Mortgage Loans,
including Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans, net
of the Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds, other
than Insurance Proceeds to be (1) applied to the restoration or repair of
the Mortgaged Property, (2) released to the Mortgagor in accordance with
Customary Servicing Procedures or (3) required to be deposited to an
Escrow Account pursuant to Section 3.09(a), and other than any Excess
Proceeds and (B) any Insurance Proceeds released from an Escrow Account
pursuant to Section 3.09(b)(iv);
(iv) any amount required to be deposited by the Servicer pursuant to
Section 3.08(d) in connection with any losses on Permitted Investments
with respect to the Servicer Custodial Account;
(v) any amounts required to be deposited by the Servicer pursuant to
Section 3.14;
(vi) all Repurchase Prices, all Substitution Adjustment Amounts and
all Reimbursement Amounts, to the extent received by the Servicer;
(vii) Periodic Advances made by the Servicer pursuant to Section
3.20 and any Compensating Interest;
(viii) any Recoveries; and
(ix) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to the Servicer Custodial
Account by the Servicer shall be exclusive it being understood and agreed that,
without limiting the generality of the foregoing, Ancillary Income need not be
deposited by the Servicer. If the Servicer shall deposit in the Servicer
Custodial Account any amount not required to be deposited, it may at any time
withdraw or direct the institution maintaining the Servicer Custodial Account to
withdraw such amount from the Servicer Custodial Account, any provision herein
to the contrary notwithstanding. The Servicer Custodial Account may contain
funds that belong to one or more trust funds created for mortgage pass-through
certificates of other series and may contain other funds respecting payments on
mortgage loans belonging to the Servicer or serviced by the Servicer on behalf
of others; provided that such commingling of funds shall not be permitted at any
time during which Fitch's senior long-term unsecured debt rating of Bank of
America is below "A." Notwithstanding such commingling of funds, the Servicer
shall keep records that accurately reflect the funds on deposit in the Servicer
Custodial Account that have been identified by it as being attributable to the
Mortgage Loans it services. The Servicer shall maintain adequate records with
respect to all withdrawals made pursuant to this Section 3.08. All funds
required to be deposited in the Servicer Custodial Account shall be held in
trust for the Certificateholders until withdrawn in accordance with Section
3.11.
(c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Certificate Account, which shall be deemed to consist of
nine sub-accounts. The Trustee shall, promptly upon receipt, deposit in the
Certificate Account and retain therein the following:
(i) the aggregate amount remitted by the Servicer to the Trustee
pursuant to Section 3.11(a)(viii);
(ii) any amount paid by the Trustee pursuant to Section 3.08(d) in
connection with any losses on Permitted Investments with respect to the
Certificate Account; and
(iii) any other amounts deposited hereunder which are required to be
deposited in the Certificate Account.
If the Servicer shall remit any amount not required to be remitted,
it may at any time direct the Trustee to withdraw such amount from the
Certificate Account, any provision herein to the contrary notwithstanding. Such
direction may be accomplished by delivering an Officer's Certificate to the
Trustee which describes the amounts deposited in error in the Certificate
Account. All funds required to be deposited in the Certificate Account shall be
held by the Trustee in trust for the Certificateholders until disbursed in
accordance with this Agreement or withdrawn in accordance with Section 3.11. In
no event shall the Trustee incur liability for withdrawals from the Certificate
Account at the direction of the Servicer.
(d) Each institution at which the Servicer Custodial Account or the
Certificate Account is maintained shall invest the funds therein as directed in
writing by the Servicer, in the case of the Servicer Custodial Account, or the
Trustee, in the case of the Certificate Account, in Permitted Investments, which
shall mature not later than (i) in the case of the Servicer Custodial Account,
the Business Day next preceding the related Remittance Date (except that if such
Permitted Investment is an obligation of the institution that maintains such
account, then such Permitted Investment shall mature not later than such
Remittance Date) and (ii) in the case of the Certificate Account, the Business
Day next preceding the Distribution Date (except that if such Permitted
Investment is an obligation of the institution that maintains such account, then
such Permitted Investment shall mature not later than such Distribution Date)
and, in each case, shall not be sold or disposed of prior to its maturity. All
such Permitted Investments shall be made in the name of the Trustee, for the
benefit of the Certificateholders. All Servicer Custodial Account Reinvestment
Income shall be for the benefit of the Servicer as part of its Servicing
Compensation and shall be retained by it monthly as provided herein. All income
or gain (net of any losses) realized from any such investment of funds on
deposit in the Certificate Account shall be for the benefit of the Trustee as
additional compensation and shall be retained by it monthly as provided herein.
The amount of any losses realized in the Servicer Custodial Account or the
Certificate Account incurred in any such account in respect of any such
investments shall promptly be deposited by the Servicer in the Servicer
Custodial Account or by the Trustee in the Certificate Account, as applicable.
(e) The Servicer shall give notice to the Trustee of any proposed
change of the location of the Servicer Custodial Account maintained by the
Servicer not later than 30 days and not more than 45 days prior to any change
thereof. The Trustee shall give notice to the Servicer, each Rating Agency and
the Depositor of any proposed change of the location of the Certificate Account
not later than 30 days after and not more than 45 days prior to any change
thereof. The creation of the Servicer Custodial Account shall be evidenced by a
certification substantially in the form of Exhibit F hereto. A copy of such
certification shall be furnished to the Trustee.
(f) The Trustee shall designate each of the Middle-Tier Certificate
Sub-Account and the Upper-Tier Certificate Sub-Account as a sub-account of the
Certificate Account. On each Distribution Date (other than the Final
Distribution Date, if such Final Distribution Date is in connection with a
purchase of the assets of the Trust Estate by the Depositor), the Trustee shall,
from funds available on deposit in the Certificate Account, be deemed to deposit
into the Middle-Tier Certificate Sub-Account, the Lower-Tier Distribution
Amount. The Trustee shall then immediately, from funds available in the
Middle-Tier Certificate Sub-Account, be deemed to deposit into the Upper-Tier
Certificate Sub-Account, the Middle-Tier Distribution Amount.
(g) (i) The Trustee shall establish and maintain the Reserve Fund,
held in trust for the benefit of the Holders of the Class 5-A-1 Certificates.
The Trustee shall deposit in the Reserve Fund on the date received by it the
Yield Maintenance Agreement Payment, if any, received from the Counterparty for
the related Distribution Date. Funds on deposit in the Reserve Fund shall remain
uninvested. On each Distribution Date, the Trustee shall withdraw from the
Reserve Fund the Yield Maintenance Agreement Payment, if any, received in
respect of such Distribution Date and shall distribute such amount to the Class
5-A-1 Certificates.
(ii) The Trustee shall account for the Reserve Fund and the Yield
Maintenance Agreement and the rights with respect thereto as assets of the
Grantor Trust and not as assets of any REMIC created pursuant to this
Agreement. The beneficial owners of the Yield Maintenance Agreement and
the Reserve Fund are the Holders of the Class 5-A-1 Certificates.
(iii) Any amounts in the Reserve Fund paid by the Trustee pursuant
to this Section 3.08(g) to the Class 5-A-1 Certificates shall be accounted
for by the Trustee as amounts paid to the Class 5-A-1 Certificates from
the Grantor Trust. In addition, the Trustee shall account for the right of
the Class 5-A-1 Certificates to receive amounts from the Reserve Fund as
rights in limited recourse interest rate cap contracts written by the
Counterparty in favor of the Class 5-A-1 Certificates.
(h) For federal tax return and information reporting purposes, the
right of the Holders of the Class 5-A-1 Certificates to receive payments under
the Yield Maintenance Agreement shall be assigned a value of zero as of the
Closing Date.
(i) For so long as the Trustee is required to file any report with
the Securities and Exchange Commission pursuant to Section 3.22, the Sponsor
shall furnish to the Trustee, on each Distribution Date, the "significance
estimate" of the Yield Maintenance Agreement calculated in accordance with Item
1115 of Regulation AB as of such Distribution Date.
Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts. (a) To the extent required by the related Mortgage Note and not
violative of current law, the Servicer shall segregate and hold all funds
collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments in trust separate and apart from any of its own funds and general
assets and for such purpose shall establish and maintain one or more escrow
accounts (collectively, the "Escrow Account"), titled "Bank of America, National
Association, in trust for registered holders of Banc of America Alternative Loan
Trust 2006-2 Mortgage Pass-Through Certificates, Series 2006-2 and various
Mortgagors." The Escrow Account shall be established with a commercial bank, a
savings bank or a savings and loan association that meets the guidelines set
forth by Xxxxxx Xxx or Xxxxxxx Mac as an eligible institution for escrow
accounts and which is a member of the Automated Clearing House. In any case, the
Escrow Account shall be insured by the FDIC to the fullest extent permitted by
law. The Servicer shall deposit in the appropriate Escrow Account on a daily
basis, and retain therein: (i) all Escrow Payments collected on account of the
Mortgage Loans, (ii) all amounts representing proceeds of any hazard insurance
policy which are to be applied to the restoration or repair of any related
Mortgaged Property and (iii) all amounts representing proceeds of any Primary
Insurance Policy. Nothing herein shall require the Servicer to compel a
Mortgagor to establish an Escrow Account in violation of applicable law.
(b) Withdrawals of amounts so collected from the Escrow Accounts may
be made by the Servicer only (i) to effect timely payment of taxes, assessments,
mortgage insurance premiums, fire and hazard insurance premiums, condominium or
PUD association dues, or comparable items constituting Escrow Payments for the
related Mortgage, (ii) to reimburse the Servicer out of related Escrow Payments
made with respect to a Mortgage Loan for any Servicing Advance made by the
Servicer pursuant to Section 3.09(c) with respect to such Mortgage Loan, (iii)
to refund to any Mortgagor any sums determined to be overages, (iv) for transfer
to the Servicer Custodial Account upon default of a Mortgagor or in accordance
with the terms of the related Mortgage Loan and if permitted by applicable law,
(v) for application to restore or repair the Mortgaged Property, (vi) to pay to
the Mortgagor, to the extent required by law, any interest paid on the funds
deposited in the Escrow Account, (vii) to pay to itself any interest earned on
funds deposited in the Escrow Account (and not required to be paid to the
Mortgagor), (viii) to the extent permitted under the terms of the related
Mortgage Note and applicable law, to pay late fees with respect to any Monthly
Payment which is received after the applicable grace period, (ix) to withdraw
suspense payments that are deposited into the Escrow Account, (x) to withdraw
any amounts inadvertently deposited in the Escrow Account or (xi) to clear and
terminate the Escrow Account upon the termination of this Agreement in
accordance with Section 10.01. Any Escrow Account shall not be a part of the
Trust Estate.
(c) With respect to each Mortgage Loan, the Servicer shall maintain
accurate records reflecting the status of taxes, assessments and other charges
which are or may become a lien upon the Mortgaged Property and the status of
Primary Insurance Policy premiums and fire and hazard insurance coverage. The
Servicer shall obtain, from time to time, all bills for the payment of such
charges (including renewal premiums) and shall effect payment thereof prior to
the applicable penalty or termination date and at a time appropriate for
securing maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account, if any, which shall have been estimated and
accumulated by the Servicer in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage. To the extent that a Mortgage does not provide
for Escrow Payments, the Servicer shall determine that any such payments are
made by the Mortgagor. The Servicer assumes full responsibility for the timely
payment of all such bills and shall effect timely payments of all such bills
irrespective of each Mortgagor's faithful performance in the payment of same or
the making of the Escrow Payments. The Servicer shall advance any such payments
that are not timely paid, but the Servicer shall be required so to advance only
to the extent that such Servicing Advances, in the good faith judgment of the
Servicer, will be recoverable by the Servicer out of Insurance Proceeds,
Liquidation Proceeds or otherwise.
Section 3.10 Access to Certain Documentation and Information
Regarding the Mortgage Loans. The Servicer shall afford the Trustee reasonable
access to all records and documentation regarding the Mortgage Loans and all
accounts, insurance information and other matters relating to this Agreement,
such access being afforded without charge, but only upon reasonable request and
during normal business hours at the office designated by the Servicer.
Section 3.11 Permitted Withdrawals from the Servicer Custodial
Account and Certificate Account. (a) The Servicer may from time to time make
withdrawals from the Servicer Custodial Account, for the following purposes:
(i) to pay to the Servicer (to the extent not previously retained),
the Servicing Compensation to which it is entitled pursuant to Section
3.17;
(ii) to reimburse the Servicer for unreimbursed Advances made by it,
such right of reimbursement pursuant to this clause (ii) being limited to
amounts received on the Mortgage Loan(s) (including amounts received in
respect of BPP Mortgage Loan Payments for such Mortgage Loan) in respect
of which any such Advance was made;
(iii) to reimburse the Servicer for any Nonrecoverable Advance
previously made, such right of reimbursement pursuant to this clause (iii)
being limited to amounts received on the Mortgage Loans in the same Loan
Group as the Mortgage Loan(s) in respect of which such Nonrecoverable
Advance was made;
(iv) to reimburse the Servicer for Insured Expenses from the related
Insurance Proceeds;
(v) to pay to the purchaser, with respect to each Mortgage Loan or
REO Property that has been purchased pursuant to Section 2.02 or 2.04, all
amounts received thereon after the date of such purchase;
(vi) to reimburse the Servicer or the Depositor for expenses
incurred by any of them and reimbursable pursuant to Section 7.03;
(vii) to withdraw any amount deposited in the Servicer Custodial
Account and not required to be deposited therein;
(viii) on or prior to the Remittance Date, to withdraw an amount
equal to the related Pool Distribution Amount for such Distribution Date,
to the extent on deposit, and remit such amount in immediately available
funds to the Trustee for deposit in the Certificate Account; and
(ix) to clear and terminate the Servicer Custodial Account upon
termination of this Agreement pursuant to Section 10.01.
The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Servicer Custodial Account pursuant to clauses (i), (ii),
(iv) and (v). The Servicer shall keep and maintain such separate accounting for
each Loan Group. Prior to making any withdrawal from the Servicer Custodial
Account pursuant to clause (iii), the Servicer shall deliver to the Trustee an
Officer's Certificate of a Servicing Officer indicating the amount of any
previous Advance determined by the Servicer to be a Nonrecoverable Advance and
identifying the related Mortgage Loan(s) and their respective portions of such
Nonrecoverable Advance. The Servicer shall notify the Depositor and the Trustee
of the amount, purpose and party paid pursuant to clause (vi) above.
(b) The Trustee shall be deemed to withdraw funds from the
applicable Certificate Account sub-accounts for distributions to
Certificateholders in the manner specified in this Agreement. In addition, the
Trustee may from time to time make withdrawals from the Certificate Account for
the following purposes:
(i) to pay to itself the Trustee Fee;
(ii) to pay to itself as additional compensation earnings on or
investment income with respect to funds in the Certificate Account and any
other amounts (other than the Trustee Fee) due to it under this Agreement
for the related Distribution Date;
(iii) to withdraw and return to the Servicer any amount deposited in
the Certificate Account and not required to be deposited therein; and
(iv) to clear and terminate the Certificate Account upon termination
of this Agreement pursuant to Section 10.01.
The Trustee shall notify the Depositor and the Servicer of the
amount and purpose of any payments made pursuant to clause (ii) above (other
than any earnings or investment income with respect to funds in the Certificate
Account).
(c) On each Distribution Date, funds on deposit in the Certificate
Account and deemed to be on deposit in the Upper-Tier Certificate Sub-Account
shall be used to make payments on the Regular Certificates, the Class CB-IO
Certificates, the Class CB-PO Certificates, the Class 5-A-R Certificate (in
respect of the Class R-U Interest), the Class 15-IO Certificates and the Class
15-PO Certificates as provided in Sections 5.01 and 5.02. The Certificate
Account shall be cleared and terminated upon termination of this Agreement
pursuant to Section 10.01.
Section 3.12 Maintenance of Hazard Insurance. The Servicer shall
cause to be maintained for each Mortgage Loan, fire and hazard insurance with
extended coverage customary in the area where the Mortgaged Property is located
in an amount which is at least equal to the lesser of (a) the full insurable
value of the Mortgaged Property or (b) the greater of (i) the outstanding
principal balance owing on the Mortgage Loan and (ii) an amount such that the
proceeds of such insurance shall be sufficient to avoid the application to the
Mortgagor or loss payee of any coinsurance clause under the policy. If the
Mortgaged Property is in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available) the Servicer will cause to be
maintained a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration and the requirements of
Xxxxxx Xxx or Xxxxxxx Mac. The Servicer shall also maintain on REO Property,
fire and hazard insurance with extended coverage in an amount which is at least
equal to the maximum insurable value of the improvements which are a part of
such property, liability insurance and, to the extent required, flood insurance
in an amount required above. Any amounts collected by the Servicer under any
such policies (other than amounts to be deposited in an Escrow Account and
applied to the restoration or repair of the property subject to the related
Mortgage or property acquired in liquidation of the Mortgage Loan, or to be
released to the Mortgagor in accordance with Customary Servicing Procedures)
shall be deposited in the Servicer Custodial Account, subject to withdrawal
pursuant to Section 3.11(a). It is understood and agreed that no earthquake or
other additional insurance need be required by the Servicer of any Mortgagor or
maintained on REO Property, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. All policies required hereunder shall be endorsed with
standard mortgagee clauses with loss payable to the Servicer, and shall provide
for at least 30 days' prior written notice of any cancellation, reduction in
amount or material change in coverage to the Servicer.
The hazard insurance policies for each Mortgage Loan secured by a
unit in a condominium development or planned unit development shall be
maintained with respect to such Mortgage Loan and the related development in a
manner which is consistent with Xxxxxx Mae requirements.
Notwithstanding the foregoing, the Servicer may maintain a blanket
policy insuring against hazard losses on all of the Mortgaged Properties
relating to the Mortgage Loans in lieu of maintaining the required hazard
insurance policies for each Mortgage Loan and may maintain a blanket policy
insuring against special flood hazards in lieu of maintaining any required flood
insurance. Any such blanket policies shall (A) be consistent with prudent
industry standards, (B) name the Servicer as loss payee, (C) provide coverage in
an amount equal to the aggregate unpaid principal balance on the related
Mortgage Loans without co-insurance, and (D) otherwise comply with the
requirements of this Section 3.12. Any such blanket policy may contain a
deductible clause; provided that if any Mortgaged Property is not covered by a
separate policy otherwise complying with this Section 3.12 and a loss occurs
with respect to such Mortgaged Property which loss would have been covered by
such a policy, the Servicer shall deposit in the Servicer Custodial Account the
difference, if any, between the amount that would have been payable under a
separate policy complying with this Section 3.12 and the amount paid under such
blanket policy.
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption
Agreements. (a) Except as otherwise provided in this Section 3.13, when any
Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the
Servicer shall use reasonable efforts, to the extent that it has actual
knowledge of such conveyance, to enforce any due-on-sale clause contained in any
Mortgage Note or Mortgage, to the extent permitted under applicable law and
governmental regulations, but only to the extent that such enforcement will not
adversely affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Servicer is not required to exercise such
rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise required under such Mortgage Note or Mortgage as a condition to such
transfer. If (i) the Servicer is prohibited by law from enforcing any such
due-on-sale clause, (ii) coverage under any Required Insurance Policy would be
adversely affected, (iii) the Mortgage Note does not include a due-on-sale
clause or (iv) nonenforcement is otherwise permitted hereunder, the Servicer is
authorized, subject to Section 3.13(b), to take or enter into an assumption and
modification agreement from or with the Person to whom such Mortgaged Property
has been or is about to be conveyed, pursuant to which such Person becomes
liable under the Mortgage Note and, unless prohibited by applicable state law,
the Mortgagor remains liable thereon; provided that the Mortgage Loan shall
continue to be covered (if so covered before the Servicer enters such agreement)
by the applicable Required Insurance Policies. The Servicer, subject to Section
3.13(b), is also authorized with the prior approval of the insurers under any
Required Insurance Policies to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. Notwithstanding the foregoing, the Servicer shall not be
deemed to be in default under this Section 3.13 by reason of any transfer or
assumption which the Servicer reasonably believes it is restricted by law from
preventing, for any reason whatsoever.
(b) Subject to the Servicer's duty to enforce any due-on-sale clause
to the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property has been conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption agreement or modification agreement or supplement to
the Mortgage Note or Mortgage or if an instrument of release is required
releasing the Mortgagor from liability on the Mortgage Loan, the Servicer shall
prepare and execute the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person. In connection with any such
assumption, no material term of the Mortgage Note may be changed. In addition,
the substitute Mortgagor and the Mortgaged Property must be acceptable to the
Servicer in accordance with its underwriting standards as then in effect.
Together with each such substitution, assumption or other agreement or
instrument, the Servicer shall execute an Officer's Certificate signed by a
Servicing Officer stating that the requirements of this subsection have been
met. The Servicer shall notify the Trustee that any such substitution or
assumption agreement has been completed by forwarding to the Trustee (or at the
direction of the Trustee, the Custodian) the Officer's Certificate described in
the previous sentence and the original of such substitution or assumption
agreement, which in the case of the original shall be added to the related
Mortgage File and shall, for all purposes, be considered a part of such Mortgage
File to the same extent as all other documents and instruments constituting a
part thereof. Any fee collected by the Servicer for entering into an assumption
or substitution of liability agreement may be retained by the Servicer as
additional Servicing Compensation.
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO
Property. Subject to Section 3.21, the Servicer shall use reasonable efforts to
foreclose upon or otherwise comparably convert the ownership of Mortgaged
Properties securing such of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements can be made for collection
of delinquent payments. In connection with such foreclosure or other conversion,
the Servicer shall follow Customary Servicing Procedures and shall meet the
requirements of the insurer under any Required Insurance Policy; provided,
however, that the Servicer may enter into a special servicing agreement with an
unaffiliated Holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates alone or together with other subordinated mortgage
pass-through certificates. Such agreement shall be substantially in the form
attached hereto as Exhibit K or subject to each Rating Agency's acknowledgment
that the ratings of the Certificates in effect immediately prior to the entering
into such agreement would not be qualified, downgraded or withdrawn and the
Certificates would not be placed on credit review status (except for possible
upgrading) as a result of such agreement. Any such agreement may contain
provisions whereby such holder may instruct the Servicer to commence or delay
foreclosure proceedings with respect to delinquent Mortgage Loans and will
contain provisions for the deposit of cash by the holder that would be available
for distribution to Certificateholders if Liquidation Proceeds are less than
they otherwise may have been had the Servicer acted in accordance with its
normal procedures. Notwithstanding the foregoing, the Servicer shall not be
required to expend its own funds in connection with any foreclosure or towards
the restoration of any Mortgaged Property unless it shall determine (i) that
such restoration and/or foreclosure will increase the proceeds of liquidation of
the Mortgage Loan after reimbursement to itself of such expenses and (ii) that
such expenses will be recoverable to it through proceeds of the liquidation of
the Mortgage Loan (respecting which it shall have priority for purposes of
withdrawals from the Servicer Custodial Account). Any such expenditures shall
constitute Servicing Advances for purposes of this Agreement.
With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The Servicer shall ensure
that the title to such REO Property references this Agreement and the Trustee's
capacity hereunder. Pursuant to its efforts to sell such REO Property, the
Servicer shall either itself or through an agent selected by the Servicer
manage, conserve, protect and operate such REO Property in the same manner that
it manages, conserves, protects and operates other foreclosed property for its
own account and in the same manner that similar property in the same locality as
the REO Property is managed. Incident to its conservation and protection of the
interests of the Certificateholders, the Servicer may rent the same, or any part
thereof, as the Servicer deems to be in the best interest of the
Certificateholders for the period prior to the sale of such REO Property. The
Servicer shall prepare for and deliver to the Trustee a statement with respect
to each REO Property that has been rented, if any, showing the aggregate rental
income received and all expenses incurred in connection with the management and
maintenance of such REO Property at such times as is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions;
provided, however, that the Servicer shall have no duty to rent any REO Property
on behalf of the Trust. The net monthly rental income, if any, from such REO
Property shall be deposited in the Servicer Custodial Account no later than the
close of business on each Determination Date. The Servicer shall perform, with
respect to the Mortgage Loans, the tax reporting and withholding required by
Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and, if required by
Section 6050P of the Code with respect to the cancellation of indebtedness by
certain financial entities, by preparing such tax and information returns as may
be required, in the form required.
If the Trust acquires any Mortgaged Property as described above or
otherwise in connection with a default or a default which is reasonably
foreseeable on a Mortgage Loan, the Servicer shall dispose of such Mortgaged
Property prior to the end of the third calendar year following the year of its
acquisition by the Trust (such period, the "REO Disposition Period") unless (A)
the Trustee shall have been supplied by the Servicer with an Opinion of Counsel
to the effect that the holding by the Trust of such Mortgaged Property
subsequent to the REO Disposition Period will not result in the imposition of
taxes on "prohibited transactions" (as defined in Section 860F of the Code) on
any of the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC or
cause any REMIC created hereunder to fail to qualify as a REMIC at any time that
any Certificates are outstanding, or (B) the Trustee (at the Servicer's expense)
or the Servicer shall have applied for, prior to the expiration of the REO
Disposition Period, an extension of the REO Disposition Period in the manner
contemplated by Section 856(e)(3) of the Code. If such an Opinion of Counsel is
provided or such an exemption is obtained, the Trust may continue to hold such
Mortgaged Property (subject to any conditions contained in such Opinion of
Counsel) for the applicable period. Notwithstanding any other provision of this
Agreement, no Mortgaged Property acquired by the Trust shall be rented (or
allowed to continue to be rented) or otherwise used for the production of income
by or on behalf of the Trust in such a manner or pursuant to any terms that
would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject
any REMIC created hereunder to the imposition of any federal, state or local
income taxes on the income earned from such Mortgaged Property under Section
860G(c) of the Code or otherwise, unless the Servicer has agreed to indemnify
and hold harmless the Trust with respect to the imposition of any such taxes.
The Servicer shall identify to the Trustee any Mortgaged Property relating to a
Mortgage Loan held by the Trust for 30 months for which no plans to dispose of
such Mortgaged Property by the Servicer have been made. After delivery of such
identification, the Servicer shall proceed to dispose of any such Mortgaged
Property by holding a commercially reasonable auction for such property.
The income earned from the management of any REO Properties, net of
reimbursement to the Servicer for expenses incurred (including any property or
other taxes) in connection with such management and net of unreimbursed
Servicing Fees, Periodic Advances and Servicing Advances, shall be applied to
the payment of principal of and interest on the related defaulted Mortgage Loans
(solely for the purposes of allocating principal and interest, interest shall be
treated as accruing as though such Mortgage Loans were still current) and all
such income shall be deemed, for all purposes in this Agreement, to be payments
on account of principal and interest on the related Mortgage Notes and shall be
deposited into the Servicer Custodial Account. To the extent the net income
received during any calendar month is in excess of the amount attributable to
amortizing principal and accrued interest at the related Mortgage Interest Rate
on the related Mortgage Loan for such calendar month, such excess shall be
considered to be a partial prepayment of principal of the related Mortgage Loan.
The proceeds from any liquidation of a Mortgage Loan, as well as any
income from an REO Property, will be applied in the following order of priority:
first, to reimburse the Servicer for any related unreimbursed Servicing Advances
and Servicing Fees; second, to reimburse the Servicer for any unreimbursed
Periodic Advances and to reimburse the Servicer Custodial Account for any
Nonrecoverable Advances (or portions thereof) that were previously withdrawn by
the Servicer pursuant to Section 3.11(a)(iii) that related to such Mortgage
Loan; third, to accrued and unpaid interest (to the extent no Periodic Advance
has been made for such amount or any such Periodic Advance has been reimbursed)
on the Mortgage Loan or related REO Property, at the Mortgage Interest Rate to
the Due Date occurring in the month in which such amounts are required to be
distributed; and fourth, as a recovery of principal of the Mortgage Loan. Excess
Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be
retained by the Servicer as additional Servicing Compensation pursuant to
Section 3.17.
Section 3.15 Trustee to Cooperate; Release of Mortgage Files. Upon
the payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Servicer will immediately notify the Trustee (or, at the
direction of the Trustee, the Custodian) by delivering, or causing to be
delivered, two copies (one of which will be returned to the Servicer with the
Mortgage File) of a Request for Release (which may be delivered in an electronic
format acceptable to the Trustee and the Servicer). Upon receipt of such
request, the Trustee or the Custodian, as applicable, shall within seven
Business Days release the related Mortgage File to the Servicer. The Trustee
shall deliver to the Servicer the Mortgage Note with written evidence of
cancellation thereon. If the Mortgage has been recorded in the name of MERS or
its designee, the Servicer shall take all necessary action to reflect the
release of the Mortgage on the records of MERS. Expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the related Mortgagor. From time to time and as shall be appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such purpose
collection under any policy of flood insurance, any fidelity bond or errors or
omissions policy, or for the purposes of effecting a partial release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the Trustee or the Custodian, as applicable,
shall, upon delivery to the Trustee (or, at the direction of the Trustee, the
Custodian) of a Request for Release signed by a Servicing Officer, release the
Mortgage File within seven Business Days to the Servicer. Subject to the further
limitations set forth below, the Servicer shall cause the Mortgage File so
released to be returned to the Trustee or the Custodian, as applicable, when the
need therefor by the Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the Servicer Custodial
Account, in which case the Servicer shall deliver to the Trustee or the
Custodian, as applicable, a Request for Release, signed by a Servicing Officer.
Upon prepayment in full of any Mortgage Loan or the receipt of
notice that funds for such purpose have been placed in escrow, the Servicer
shall give an instrument of satisfaction (or Assignment of Mortgage without
recourse) regarding the Mortgaged Property relating to such Mortgage Loan, which
instrument of satisfaction or Assignment of Mortgage, as the case may be, shall
be delivered to the Person entitled thereto against receipt of the prepayment in
full. If the Mortgage is registered in the name of MERS or its designee, the
Servicer shall take all necessary action to reflect the release on the records
of MERS. In lieu of executing such satisfaction or Assignment of Mortgage, or if
another document is required to be executed by the Trustee, the Servicer may
deliver or cause to be delivered to the Trustee, for signature, as appropriate,
any court pleadings, requests for trustee's sale or other documents necessary to
effectuate such foreclosure or any legal action brought to obtain judgment
against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
deficiency judgment or to enforce any other remedies or rights provided by the
Mortgage Note or the Mortgage or otherwise available at law or in equity.
Section 3.16 Documents, Records and Funds in Possession of the
Servicer to Be Held for the Trustee. The Servicer shall transmit to the Trustee
or, at the direction of the Trustee, the Custodian as required by this Agreement
all documents and instruments in respect of a Mortgage Loan coming into the
possession of the Servicer from time to time and shall account fully to the
Trustee for any funds received by the Servicer or which otherwise are collected
by the Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan. The documents constituting the Servicing File shall be held by
the Servicer as custodian and bailee for the Trustee. All Mortgage Files and
funds collected or held by, or under the control of, the Servicer in respect of
any Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds, including but not limited to, any funds
on deposit in the Servicer Custodial Account, shall be held by the Servicer for
and on behalf of the Trustee and shall be and remain the sole and exclusive
property of the Trustee, subject to the applicable provisions of this Agreement.
The Servicer also agrees that it shall not knowingly create, incur or subject
any Mortgage File or any funds that are deposited in the Servicer Custodial
Account, Certificate Account or any Escrow Account, or any funds that otherwise
are or may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance created by the Servicer, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Servicer shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to the Servicer under this
Agreement.
Section 3.17 Servicing Compensation. The Servicer shall be entitled
out of each payment of interest on a Mortgage Loan (or portion thereof) and
included in the Trust Estate to retain or withdraw from the Servicer Custodial
Account an amount equal to the Servicing Fee for such Distribution Date;
provided, however, that the aggregate Servicing Fee for the Servicer relating to
the Mortgage Loans shall be reduced (but not below zero) by an amount equal to
the Compensating Interest.
Any additional Servicing Compensation shall be retained by the
Servicer to the extent not required to be deposited in the Servicer Custodial
Account pursuant to Section 3.08(b). The Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
and shall not be entitled to reimbursement therefor except as specifically
provided in this Agreement.
Section 3.18 Annual Statement as to Compliance. The Trustee and the
Servicer shall deliver, and the Servicer shall cause each Additional Servicer
engaged by it to deliver, in electronic form to the Depositor, the Trustee and
each Rating Agency on or before March 5 of each year or if such day is not a
Business Day, the next Business Day (with a 10 calendar day cure period, but in
no event later than March 15), followed by a hard copy within 10 calendar days,
commencing in March 2007, a certificate in the form required by Item 1123 of
Regulation AB, to the effect that (i) an authorized officer of the Trustee, the
Servicer or the Additional Servicer, as the case may be, has reviewed (or a
review has been made under his or her supervision of) such party's activities
under this Agreement or such other applicable agreement in the case of an
Additional Servicer, during the prior calendar year or portion thereof and (ii)
to the best of such officer's knowledge, based on such review, such party has
fulfilled all of its obligations under this Agreement, or such other applicable
agreement in the case of an Additional Servicer, in all material respects
throughout the prior calendar year or portion thereof or, if there has been a
failure to fulfill any such obligation in any material respect, specifying each
such failure known to such officer and the nature and status thereof. Promptly
after receipt of each such certificate, the Depositor shall review such
certificate and, if applicable, consult with the Servicer and the Trustee as to
the nature of any failure to fulfill any obligation under the Agreement, or such
other applicable agreement in the case of an Additional Servicer, in any
material respect.
Section 3.19 Assessments of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports. (a) Each of the Servicer and the Trustee,
at its own expense, shall furnish, and shall cause any Servicing Function
Participant engaged by it to furnish, at such party's expense, to the Trustee
and the Depositor in electronic form, not later than March 5 of each year or if
such day is not a Business Day, the next Business Day (with a 10 calendar day
cure period, but in no event later than March 15), followed by a hard copy
within 10 calendar days, commencing in March 2007, a report on an assessment of
compliance with the Servicing Criteria applicable to it that contains (A) a
statement by such party of its responsibility for assessing compliance with the
Servicing Criteria applicable to it, (B) a statement that such party used the
Servicing Criteria to assess compliance with the Servicing Criteria applicable
to it, (C) such party's assessment of compliance with the Servicing Criteria
applicable to it as of and for the fiscal year covered by the Form 10-K required
to be filed pursuant to Section 3.22, including, if there has been any material
instance of noncompliance with the Servicing Criteria applicable to it, an
identification of each such failure and the nature and status thereof, and (D) a
statement that a registered public accounting firm has issued an attestation
report on such party's assessment of compliance with the Servicing Criteria
applicable to such party as of and for such period.
Each such assessment of compliance report shall be addressed to the
Depositor and the Servicer and signed by an authorized officer of the applicable
party, and shall address each of the Relevant Servicing Criteria set forth on
Exhibit Q hereto, or as set forth in the notification furnished to the Depositor
and the Trustee pursuant to Section 3.19(c). The Servicer and the Trustee hereby
acknowledge and agree that their respective assessments of compliance will cover
the items identified on Exhibit Q hereto as being covered by such party. The
parties to this Agreement acknowledge that where a particular Servicing
Criterion has multiple components, each party's assessment of compliance (and
related attestation of compliance) will relate only to those components that are
applicable to such party. Promptly after receipt of each such report on
assessment of compliance, the Depositor shall review each such report and, if
applicable, consult with the Servicer or the Trustee as to the nature of any
material instance of noncompliance with the Servicing Criteria applicable to it
(or any Servicing Function Participant engaged or utilized by the Servicer or
the Trustee, as applicable).
(b) Each of the Servicer and the Trustee, at its own expense, shall
cause, and shall cause any Servicing Function Participant engaged by it, at such
party's expense, to cause, not later than March 5 of each year or if such day is
not a Business Day, the next Business Day (with a 10 calendar day cure period),
commencing in March 2007, a registered public accounting firm (which may also
render other services to the Servicer, the Trustee, or such other Servicing
Function Participants, as the case may be) and that is a member of the American
Institute of Certified Public Accountants to furnish electronically a report to
the Trustee and the Depositor (with a hard copy to follow within 10 calendar
days), to the effect that (i) it has obtained a representation regarding certain
matters from the management of such party, which includes an assertion that such
party has complied with the Servicing Criteria applicable to it, and (ii) on the
basis of an examination conducted by such firm in accordance with standards for
attestation engagements issued or adopted by the Public Company Accounting
Oversight Board, it is expressing an opinion as to whether such party's
assessment of compliance with the Servicing Criteria was fairly stated in all
material respects, or it cannot express an overall opinion regarding such
party's assessment of compliance with the Servicing Criteria. In the event that
an overall opinion cannot be expressed, such registered public accounting firm
shall state in such report why it was unable to express such an opinion. Such
report must be available for general use and not contain restricted use
language. If requested by the Depositor, such report shall contain or be
accompanied by a consent of such accounting firm to inclusion or incorporation
of such report in the Depositor's registration statement on Form S-3 relating to
the Offered Certificates and the Form 10-K for the Trust.
Promptly after receipt of each such accountants' attestation report,
the Depositor shall review the report and, if applicable, consult with the
Servicer or the Trustee if such report (i) states that a party's assessment of
compliance was not fairly stated in any material respect or (ii) is unable to
state an overall opinion.
(c) No later than 30 days following the end of each fiscal year for
the Trust for which a Form 10-K is required to be filed, (i) the Servicer shall
forward to the Trustee and Depositor the name of each Servicing Function
Participant engaged by it and what Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function
Participant and (ii) the Trustee shall forward to the Depositor the name of each
Servicing Function Participant engaged by it and what Servicing Criteria will be
addressed in the report on assessment of compliance prepared by such Servicing
Function Participant, in each case to the extent of any change from the prior
year's notice, if any.
(d) Beginning with fiscal year 2008 and thereafter, none of the
Servicer, the Trustee or any Servicing Function Participant engaged by such
parties shall be required to deliver or cause the delivery of any such
assessments or attestation reports until April 15 unless such party has received
written notice from the Depositor that a Form 10-K is required to be filed in
respect of the Trust for the preceding fiscal year.
Section 3.20 Advances. The Servicer shall determine on or before
each Servicer Advance Date whether it is required to make a Periodic Advance
pursuant to the definition thereof. If the Servicer determines it is required to
make a Periodic Advance, it shall, on or before the Servicer Advance Date,
either (a) deposit into the Servicer Custodial Account an amount equal to the
Advance and/or (b) make an appropriate entry in its records relating to the
Servicer Custodial Account that any portion of the Amount Held for Future
Distribution with respect to a Loan Group in the Servicer Custodial Account has
been used by the Servicer in discharge of its obligation to make any such
Periodic Advance on a Mortgage Loan in such Loan Group. Any funds so applied
shall be replaced by the Servicer by deposit in the Servicer Custodial Account
no later than the close of business on the Business Day preceding the next
Servicer Advance Date. The Servicer shall be entitled to be reimbursed from the
Servicer Custodial Account for all Advances of its own funds made pursuant to
this Section 3.20 as provided in Section 3.11(a). The obligation to make
Periodic Advances with respect to any Mortgage Loan shall continue until the
ultimate disposition of the REO Property or Mortgaged Property relating to such
Mortgage Loan. The Servicer shall inform the Trustee of the amount of the
Periodic Advance to be made by the Servicer with respect to each Loan Group on
each Servicer Advance Date no later than the related Remittance Date.
The Servicer shall deliver to the Trustee on the related Servicer
Advance Date an Officer's Certificate of a Servicing Officer indicating the
amount of any proposed Periodic Advance determined by the Servicer to be a
Nonrecoverable Advance. Notwithstanding anything to the contrary, the Servicer
shall not be required to make any Periodic Advance or Servicing Advance that
would be a Nonrecoverable Advance.
Section 3.21 Modifications, Waivers, Amendments and Consents.
(a)Subject to this Section 3.21, the Servicer may agree to any modification,
waiver, forbearance, or amendment of any term of any Mortgage Loan without the
consent of the Trustee or any Certificateholder. All modifications, waivers,
forbearances or amendments of any Mortgage Loan shall be in writing and shall be
consistent with Customary Servicing Procedures.
(b) The Servicer shall not agree to enter into, and shall not enter
into, any modification, waiver (other than a waiver referred to in Section 3.13,
which waiver, if any, shall be governed by Section 3.13), forbearance or
amendment of any term of any Mortgage Loan if such modification, waiver,
forbearance, or amendment would:
(i) forgive principal owing under such Mortgage Loan or permanently
reduce the interest rate on such Mortgage Loan;
(ii) affect the amount or timing of any related payment of
principal, interest or other amount payable thereunder;
(iii) in the Servicer's judgment, materially impair the security for
such Mortgage Loan or reduce the likelihood of timely payment of amounts
due thereon; or
(iv) otherwise constitute a "significant modification" within the
meaning of Treasury Regulations Section 1.860G-2(b);
unless, in the case of clauses (ii) through (iv) above, (A) such Mortgage Loan
is 90 days or more past due or (B) the Servicer delivers to the Trustee an
Opinion of Counsel to the effect that such modification, waiver, forbearance or
amendment would not affect the REMIC status of any of the Upper-Tier REMIC, the
Middle-Tier REMIC or the Lower-Tier REMIC. Notwithstanding the foregoing, no
Opinion of Counsel need be delivered if the purpose of the modification is to
reduce the Monthly Payment on a Mortgage Loan as a result of a partial Principal
Prepayment; provided that the Mortgage Loan is fully amortized by its original
maturity date. Subject to Customary Servicing Procedures, the Servicer may
permit a forbearance for a Mortgage Loan which in the Servicer's judgment is
subject to imminent default.
(c) The Servicer may, as a condition to granting any request by a
Mortgagor for consent, modification, waiver, forbearance or amendment, the
granting of which is within the Servicer's discretion pursuant to the Mortgage
Loan and is permitted by the terms of this Agreement, require that such
Mortgagor pay to the Servicer, as additional Servicing Compensation, a
reasonable or customary fee for the additional services performed in connection
with such request, together with any related costs and expenses incurred by the
Servicer, which amount shall be retained by the Servicer as additional Servicing
Compensation.
(d) The Servicer shall notify the Depositor and the Trustee, in
writing, of any modification, waiver, forbearance or amendment of any term of
any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at
the direction of the Trustee, the Custodian) for deposit in the related Mortgage
File, an original counterpart of the agreement relating to such modification,
waiver, forbearance or amendment, promptly (and in any event within ten Business
Days) following the execution thereof; provided, however, that if any such
modification, waiver, forbearance or amendment is required by applicable law to
be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and
(ii) shall deliver to the Trustee such document, with evidence of notification
upon receipt thereof from the public recording office.
Section 3.22 Reports to the Securities and Exchange Commission. (a)
The Trustee and the Servicer shall reasonably cooperate with the Depositor to
enable the Depositor to satisfy its reporting requirements under the Exchange
Act and the parties hereto shall reasonably cooperate to enable the Securities
and Exchange Commission requirements with respect to the Depositor to be met in
the event that the Securities and Exchange Commission issues additional
interpretive guidelines or promulgates rules or regulations, or in the event of
any other change of law that would require reporting arrangements or the
allocation of responsibilities with respect thereto, as described in this
Section 3.22, to be conducted or allocated in a different manner. Without
limiting the generality of the foregoing, the Trustee shall prepare on behalf of
the Depositor any Current Reports on Form 8-K (each, a "Form 8-K"), Distribution
Reports on Form 10-D (each, a "Form 10-D") and Annual Reports on Form 10-K
(each, a "Form 10-K") as required by the Exchange Act and the rules and
regulations of the Securities and Exchange Commission thereunder, the Servicer
shall sign and the Trustee shall file (via the Securities and Exchange
Commission's Electronic Data Gathering and Retrieval System) such forms on
behalf of the Depositor. Notwithstanding the foregoing, the Depositor shall file
the Form 8-Ks in connection with the issuance of the Certificates.
(b) Each Form 10-D shall be filed by the Trustee within 15 days
after each Distribution Date and will include a copy of the monthly statement to
Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution
Date Statement") for such Distribution Date as an exhibit thereto. In addition,
the Trustee shall include under Item 1 of each Form 10-D any information
required by Item 1121 of Regulation AB to the extent relevant that is not
included on the Distribution Date Statement. Any information in addition to the
Distribution Date Statement and any other information required by Item 1121 of
Regulation AB ("Additional Form 10-D Information") shall be determined by the
party preparing such information as set forth on Exhibit R-1 hereto and the
Trustee shall compile such information pursuant to the following paragraph. The
Trustee will have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-D Information, except to the extent of its
obligations as set forth in the next paragraph.
As set forth on Exhibit R-1 hereto, within 5 calendar days after the
related Distribution Date, certain parties hereto shall be required to provide
to the Depositor and the Trustee, to the extent known by such parties, any
Additional Form 10-D Information, if applicable. The Depositor will be
responsible for all reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Additional Form 10-D Information on
Form 10-D pursuant to this paragraph, including converting any such information
to an XXXXX-compatible format.
After preparing the Form 10-D, the Trustee shall forward
electronically a draft copy of the Form 10-D to the Depositor and the Servicer
for review. No later than 2 Business Days prior to the 15th calendar day after
the related Distribution Date, the Depositor and Servicer shall each indicate to
the Trustee their consent to the form and substance of the draft Form 10-D
(which consent may be in electronic form). If a Form 10-D cannot be filed on
time or if a previously filed Form 10-D needs to be amended, the Trustee will
follow the procedures set forth in Section 3.22(e). Promptly (but no later than
one Business Day) after filing with the Securities and Exchange Commission, the
Trustee will make available on its internet website a final executed copy of
each Form 10-D. The Trustee shall have no liability for any loss, expense,
damage or claim arising out of or with respect to any failure to properly
prepare and/or timely file such Form 10-D, where such failure results from the
Trustee's inability or failure to obtain or receive, on a timely basis, any
information from any party hereto (other than the Trustee or any Servicing
Function Participant utilized by the Trustee) needed to prepare, arrange for
execution or file such Form 10-D, not resulting from its own negligence, bad
faith or willful misconduct.
(c) On or before 90 days after the end of each fiscal year of the
Trust (or such earlier date as may be required by the Exchange Act and the rules
and regulations of the Securities and Exchange Commission) (the "10-K Filing
Deadline") commencing in 2007, the Trustee shall file a Form 10-K, in form and
substance as required by applicable law or applicable Securities and Exchange
Commission staff interpretations. Each such Form 10-K shall include the
following items, in each case to the extent they have been delivered to the
Trustee within the applicable time frames set forth in this Agreement: (i) an
annual compliance statement for the Trustee, the Servicer and each Additional
Servicer, as described under Section 3.18, (ii)(A) the annual reports on
assessment of compliance with Servicing Criteria for the Servicer, the Trustee
and each Servicing Function Participant, as described under Section 3.19, and
(B) if the Servicer's, the Trustee's or each Servicing Function Participant's
report on assessment of compliance with Servicing Criteria described under
Section 3.19 identifies any material instance of noncompliance or is not
included, disclosure identifying such instance of noncompliance or disclosure
that such report is not included and an explanation thereof, as the case may be,
(iii)(A) the registered public accounting firm attestation report for the
Servicer, the Trustee and each Servicing Function Participant, as described
under Section 3.19, and (B) if any registered public accounting firm attestation
report described under Section 3.19 identifies any material instance of
noncompliance or is not included, disclosure identifying such instance of
noncompliance or disclosure that such report is not included and an explanation
thereof, as the case may be, and (iv) a Certification as described in this
Section 3.22(c). Any information in addition to (i) through (iv) above that is
required to be included on Form 10-K ("Additional Form 10-K Information") shall
be prepared by the party responsible for preparing such information as set forth
on Exhibit R-2 hereto and the Trustee shall compile such information pursuant to
the following paragraph. The Trustee will have no duty or liability for any
failure hereunder to determine or prepare any Additional Form 10-K Information,
except to the extent of its obligations as set forth in the next paragraph.
As set forth on Exhibit R-2 hereto, no later than March 1st of each
year that the Trust is subject to the Exchange Act reporting requirements,
commencing in 2007, certain parties to this Agreement shall be required to
provide to the Trustee and the Depositor, to the extent known by such applicable
parties, any Additional Form 10 K Information, if applicable. The Depositor will
be responsible for all reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Additional Form 10-K Information on
Form 10-K pursuant to this paragraph, including converting any such information
to an XXXXX-compatible format.
After preparing the Form 10-K, the Trustee shall forward
electronically a draft copy of the Form 10-K to the Depositor and the Servicer
for review. No later than the close of business on the third Business Day prior
to the 10-K Filing Deadline, a senior officer of the Servicer in charge of the
servicing function shall sign the Form 10-K and return an electronic or fax copy
of such signed Form 10-K, together with a signed copy of the certification (the
"Certification") attached hereto as Exhibit O and required to be included with
each Form 10-K pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (with an
original executed hard copy of each to follow by overnight mail) to the Trustee.
If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs
to be amended, the Trustee will follow the procedures set forth in Section
3.22(e). Promptly (but no later than one Business Day) after filing with the
Securities and Exchange Commission, the Trustee will make available on its
internet website a final executed copy of each Form 10-K. The parties to this
Agreement acknowledge that the performance by the Trustee of its duties under
this Section 3.22(c) relating to the timely preparation and filing of Form 10-K
is contingent upon such parties (and any Additional Servicer or Servicing
Function Participant) strictly observing all applicable deadlines in the
performance of their duties under this Section 3.22, Section 3.18 and Section
3.19. The Trustee shall have no liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare and/or timely
file such Form 10-K, where such failure results from the Trustee's inability or
failure to obtain or receive, on a timely basis, any information from any party
hereto (other than the Trustee or any Servicing Function Participant utilized by
the Trustee) needed to prepare, arrange for execution or file such Form 10-K,
not resulting from its own negligence, bad faith or willful misconduct.
For so long as the Trust is subject to the reporting requirements of
the Exchange Act, the Trustee shall provide to the Servicer, on or before March
5 of each year or if such day is not a Business Day, the next Business Day (with
a 10 calendar day cure period), followed by a hard copy within 10 days,
commencing in March 2007, and otherwise within a reasonable period of time upon
request, a certification in the form attached hereto as Exhibit P. In the event
the Trustee is terminated or resigns pursuant to the terms of this Agreement,
such Trustee shall provide a certification in the form attached hereto as
Exhibit P with respect to the period of time it was subject to this Agreement.
In addition, the Trustee shall indemnify and hold harmless the Depositor, the
Servicer and the Sponsor and their officers, directors and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon any inaccuracy in (i) the assessment of compliance
with the Servicing Criteria pursuant to Section 3.19 provided by Trustee or any
Servicing Function Participant appointed by the Trustee and (ii) the
certification provided by the Trustee pursuant to this Section 3.22(c), any
breach of the obligations under Sections 3.19 and 3.22(c) of the Trustee or any
Servicing Function Participant appointed by the Trustee or the Trustee's or such
Servicing Function Participant's negligence, bad faith or willful misconduct in
connection therewith. If the indemnification provided for herein is unavailable
or insufficient to hold harmless the Depositor, the Servicer and the Sponsor and
their officers, directors and affiliates, then the Trustee agrees that it shall
contribute to the amount paid or payable by the Depositor, the Servicer and the
Sponsor, any of their officers, directors or affiliates as a result of the
losses, claims, damages or liabilities of the Depositor, the Servicer or the
Sponsor, any of their officers, directors or affiliates in such proportion as is
appropriate to reflect the relative fault of the Depositor, the Servicer and the
Sponsor and each of their officers, directors and affiliates on the one hand and
the Trustee on the other in connection with a breach of the Trustee's
obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or
willful misconduct in connection therewith.
(d) Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and
also if requested by the Depositor, the Trustee shall prepare and file on behalf
of the Trust any Form 8-K, as required by the Exchange Act, provided that the
Depositor shall file the initial Form 8-Ks in connection with the issuance of
the Certificates. Any information related to a Reportable Event or that is
otherwise required to be included on Form 8-K (such information, "Form 8-K
Information") shall be reported to the Depositor and the Trustee by the parties
set forth on Exhibit R-3 hereto and compiled by the Trustee pursuant to the
following paragraph. The Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Form 8-K Information or any Form 8-K,
except to the extent of its obligations as set forth in the next paragraph.
As set forth on Exhibit R-3 hereto, for so long as the Trust is
subject to the Exchange Act reporting requirements, no later than 12:00 noon on
the second Business Day after the occurrence of a Reportable Event certain
parties to this Agreement shall be required to provide to the Depositor and the
Trustee, to the extent known by such applicable parties, any Form 8-K
Information, if applicable. The Depositor will be responsible for all reasonable
fees and expenses assessed or incurred by the Trustee in connection with
including any Form 8-K Information on Form 8-K pursuant to this paragraph,
including converting any such information to an XXXXX-compatible format.
After preparing the Form 8-K, the Trustee shall forward
electronically a draft copy of the Form 8-K to the Depositor for review,
verification and execution by the Depositor. No later than 12:00 noon on the
fourth Business Day after the Reportable Event, an officer of the Depositor
shall sign the Form 8-K and return an electronic or fax copy of such signed Form
8-K (with an original executed hard copy to follow by overnight mail) to the
Trustee. Promptly (but no later than one Business Day) after filing with the
Securities and Exchange Commission, the Trustee will, make available on its
internet website a final executed copy of each Form 8-K filed by it. If a Form
8-K cannot be filed on time or if a previously filed Form 8-K needs to be
amended, the Trustee will follow the procedures set forth in Section 3.22(e).
The Depositor acknowledges that the performance by the Trustee of its duties
under this Section 3.22(d) related to the timely preparation and filing of Form
8-K is contingent upon the parties to this Agreement and any other Person
obligated to provide Form 8-K Information as set forth on Exhibit R-3 hereto,
observing all applicable deadlines in the performance of their duties under this
Section 3.22(d). The Trustee shall have no liability for any loss, expense,
damage or claim arising out of or with respect to any failure to properly
prepare and/or timely file such Form 8-K, where such failure results from the
Trustee's inability or failure to obtain or receive, on a timely basis, any
information from any party hereto (other than the Trustee or any Servicing
Function Participant utilized by the Trustee) needed to prepare, arrange for
execution or file such Form 8-K, not resulting from its own negligence, bad
faith or willful misconduct.
(e) In the event that the Trustee is unable to timely file with the
Securities and Exchange Commission all or any required portion of any Form 8-K,
Form 10-D or Form 10-K required to be filed by this Agreement because required
information was either not delivered to it or delivered to it after the delivery
deadlines set forth in this Agreement or for any other reason, the Trustee will
immediately notify the Depositor and the Servicer by telephone. In the case of
Form 10-D and Form 10-K, the Depositor, Servicer and Trustee will cooperate to
prepare and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act. In
the case of Form 8-K, the Trustee will, upon receipt of all information required
to be included on Form 8-K, file such Form 8-K. Within 5 calendar days following
the original due date of the Form 10-D, the Trustee shall prepare and file the
related Form 10-D. Within 15 calendar days following the original due date of
the Form 10-K, the Trustee shall prepare and file the related Form 10-K. In the
event that any previously filed Form 8-K, Form 10-D or Form 10-K needs to be
amended, the party to this Agreement deciding that an amendment to such Form
8-K, Form 10-D or Form 10-K is required will notify the Depositor, the Trustee
and the Servicer and such parties will cooperate to prepare any necessary Form
8-K/A, Form 10-D/A or Form 10-K/A. Any Form 12b-25 or any amendment to Form 10-D
or Form 10-K shall be signed by a senior officer of the Servicer in charge of
the servicing function. Any amendment to Form 8-K or any Form 15 (as described
in Section 3.22(g)) shall be signed by an officer of the Depositor. The
Depositor and Servicer acknowledge that the performance by the Trustee of its
duties under this Section 3.22(e) related to the timely preparation and filing
of a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is
contingent upon the Servicer and the Depositor performing their duties under
this Section. The Trustee shall have no liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare and/or
timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D or
Form 10-K, where such failure results from the Trustee's inability or failure to
obtain or receive, on a timely basis, any information from any other party
hereto (other than the Trustee or any Servicing Function Participant utilized by
the Trustee) needed to prepare, arrange for execution or file such Form 12b-25
or any amendments to Form 8-K, Form 10-D or Form 10-K, not resulting from its
own negligence, bad faith or willful misconduct.
(f) Upon any filing with the Securities and Exchange Commission, the
Trustee shall promptly deliver or otherwise make available to the Depositor a
copy of any such executed report, statement or information.
(g) The obligations set forth in paragraphs (a) through (f) of this
Section shall only apply with respect to periods for which the Trustee is
obligated to file reports on Form 8-K, 10-D or 10-K. Unless otherwise instructed
by the Depositor, prior to January 30th of the first year in which the Trustee
is permitted to do so under Section 15(d) of the Exchange Act and other
applicable law and regulations, the Trustee shall prepare and file with the
Securities and Exchange Commission a Form 15 Suspension Notification with
respect to the Trust, with a copy to the Depositor. At any time after the filing
of a Form 15 Suspension Notification, if the number of Certificateholders of
record exceeds the number set forth in Section 15(d) of the Exchange Act or the
regulations promulgated pursuant thereto which would cause the Trust to again
become subject to the reporting requirements of the Exchange Act, the Trustee
shall recommence preparing and filing reports on Form 10-D and 10-K as required
pursuant to this Section and the parties hereto will again have the obligations
set forth in paragraphs (a) through (f) of this Section.
(h) The Depositor, the Trustee and the Servicer shall notify the
Depositor and the Trustee of any proceedings of the type described in Item 1117
of Regulation AB, together with a description thereof, within five Business Days
of any such party's knowledge thereof. In addition, the Depositor, the Trustee
and the Servicer shall notify the Depositor and the Trustee of any affiliations
or relationships that develop following the Closing Date between the Depositor,
the Trustee or the Servicer and any of parties listed in Item 1119 of Regulation
AB, together with a description thereof, within five Business Days of any such
party's knowledge thereof.
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate. Each month, not later than
12:00 noon Eastern time on the Business Day following each Determination Date,
the Servicer shall deliver to the Trustee, a Servicer's Certificate (in
substance and format mutually acceptable to the Servicer and the Trustee)
certified by a Servicing Officer setting forth the information necessary in
order for the Trustee to perform its obligations under this Agreement. The
Trustee may conclusively rely upon the information contained in a Servicer's
Certificate for all purposes hereunder and shall have no duty to verify or
re-compute any of the information contained therein.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions. On each Distribution Date, based solely
on the information in the Servicer's Certificate, the Trustee shall distribute
or be deemed to distribute, as applicable, out of the Certificate Account, the
Middle-Tier Certificate Sub-Account or the Upper-Tier Certificate Sub-Account,
as applicable (to the extent funds are available therein), to each
Certificateholder of record on the related Record Date (other than as provided
in Section 10.01 respecting the final distribution) (a) by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date
at the address appearing in the Certificate Register, or (b) upon written
request by the Holder of a Certificate (other than the Residual Certificate), by
wire transfer or by such other means of payment as such Certificateholder and
the Trustee shall agree upon, such Certificateholder's Percentage Interest in
the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth below in Section 5.02.
None of the Holders of any Class of Certificates, the Depositor, the
Servicer or the Trustee shall in any way be responsible or liable to Holders of
any Class of Certificates in respect of amounts properly previously distributed
on any such Class.
Amounts distributed with respect to any Class of Certificates shall
be applied first to the distribution of interest thereon and then to principal
thereon.
Section 5.02 Priorities of Distributions. (a) On each Distribution
Date, based solely on the information contained in the Servicer's Certificate,
the Trustee shall withdraw from the Certificate Account (to the extent funds are
available therein) (1) the amount payable to the Trustee pursuant to Section
3.11(b)(ii) and shall pay such funds to itself, and (2) the Pool Distribution
Amount for each Loan Group, in an amount as specified in written notice received
by the Trustee from the Servicer no later than the Business Day following the
related Determination Date, and shall apply such funds (or be deemed to apply
such funds, as applicable), first to the payment to itself of the amount payable
with respect to such Loan Group pursuant to Section 3.11(b)(i) and then to
distributions on the Certificates, paying Group 1 solely from the Pool
Distribution Amount for Loan Group 1, paying Group 2 solely from the Pool
Distribution Amount for Loan Group 2, paying Group 3 solely from the Pool
Distribution Amount for Loan Group 3, paying Group 4 solely from the Pool
Distribution Amount for Loan Group 4, paying Group 5 solely from the Pool
Distribution Amount for Loan Group 5, paying Group 6 solely from the Pool
Distribution Amount for Loan Group 6, paying Group 7 solely from the Pool
Distribution Amount for Loan Group 7 and paying the Class B Certificates from
the remaining combined Pool Distribution Amounts from all the Loan Groups, in
the following order of priority and to the extent of such funds:
(i) concurrently, to each Class of Senior Certificates and IO
Component of such Group, if any, pro rata, an amount allocable to interest
equal to the Interest Distribution Amount or Component Interest
Distribution Amount for such Class or Component and any shortfall being
allocated among such Classes or Component in proportion to the amount of
the Interest Distribution Amount or Component Interest Distribution Amount
that would have been distributed in the absence of such shortfall;
(ii) concurrently, to the Senior Non-PO Certificates of such Group
and the applicable PO Component of such Group, or in the case of Group 5,
the Class 5-PO Certificates, pro rata, based on their respective Senior
Principal Distribution Amount and PO Principal Amount, (A) to the Senior
Non-PO Certificates of such Group, in an aggregate amount up to the Senior
Principal Distribution Amount for such Group, such distribution to be
allocated among such Classes in accordance with Section 5.02(b) and (B) to
the PO Component of such Group, or in the case of Group 5, the Class 5-PO
Certificates, in an aggregate amount up to the PO Principal Amount for
such Group;
(iii) to the PO Component of such Group, or in the case of Group 5,
the Class 5-PO Certificates, any PO Deferred Amount (after giving effect
to the distribution to such PO Component or the Class 5-PO Certificates of
the PO Recovery for the Related Loan Group), up to the Subordinate
Principal Distribution Amounts for such Distribution Date from amounts
otherwise distributable to the Class B Certificates, first to the Class
B-6 Certificates pursuant to clause (iv)(L) below, second to the Class B-5
Certificates pursuant to clause (iv)(J) below, third to the Class B-4
Certificates pursuant to clause (iv)(H) below, fourth to the Class B-3
Certificates pursuant to clause (iv)(F) below, fifth to the Class B-2
Certificates pursuant to clause (iv)(D) below and, finally, to the Class
B-1 Certificates pursuant to clause (iv)(B) below;
(iv) to each Class of Class B Certificates, subject to paragraph (d)
below, in the following order of priority:
(A) to the Class B-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(B) to the Class B-1 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the PO Deferred Amounts of the PO
Components and the Class 5-PO Certificates pursuant to clause (iii)
above until the Class Certificate Balance thereof has been reduced
to zero;
(C) to the Class B-2 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(D) to the Class B-2 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the PO Deferred Amounts of the PO
Components and the Class 5-PO Certificates pursuant to clause (iii)
above until the Class Certificate Balance thereof has been reduced
to zero;
(E) to the Class B-3 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(F) to the Class B-3 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the PO Deferred Amounts of the PO
Components and the Class 5-PO Certificates pursuant to clause (iii)
above until the Class Certificate Balance thereof has been reduced
to zero;
(G) to the Class B-4 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(H) to the Class B-4 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the PO Deferred Amounts of the PO
Components and the Class 5-PO Certificates pursuant to clause (iii)
above until the Class Certificate Balance thereof has been reduced
to zero;
(I) to the Class B-5 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(J) to the Class B-5 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the PO Deferred Amounts of the PO
Components and the Class 5-PO Certificates pursuant to clause (iii)
above until the Class Certificate Balance thereof has been reduced
to zero;
(K) to the Class B-6 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date; and
(L) to the Class B-6 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the PO Deferred Amounts of the PO
Components and the Class 5-PO Certificates pursuant to clause (iii)
above until the Class Certificate Balance thereof has been reduced
to zero; and
(v) to the Holder of the Class 5-A-R Certificate, any amounts
remaining in the Upper-Tier Certificate Sub-Account and the
Middle-Tier Certificate Sub-Account and any remaining Pool
Distribution Amounts.
No Class of Certificates or Component will be entitled to any
distributions with respect to the amount payable pursuant to clause (ii) of the
definition of "Interest Distribution Amount" or clause (ii) of the definition of
"Component Interest Distribution Amount" after its Class Certificate Balance or
Notional Amount has been reduced to zero.
For any Group and on any Distribution Date, amounts distributed in
respect of the PO Deferred Amounts (including the distribution of the PO
Recoveries) will not reduce the Component Balance of the applicable PO Component
or the Class Certificate Balance of the Class 5-PO Certificates.
All distributions in respect of the Interest Distribution Amount for
a Class or the Component Interest Distribution Amount for an IO Component will
be applied first with respect to the amount payable pursuant to clause (i) of
the definition of "Interest Distribution Amount," or "Component Interest
Distribution Amount," as applicable, and second with respect to the amount
payable pursuant to clause (ii) of such definitions.
On each Distribution Date, the Trustee shall distribute any
Reimbursement Amount sequentially to the Classes of Certificates then
outstanding which bore the loss to which such Reimbursement Amount relates
beginning with the most senior of such Classes of Certificates, up to, with
respect to each Class, the amount of loss borne by such Class. Any Reimbursement
Amount remaining after the application described in the preceding sentence shall
be included in the Pool Distribution Amount for the applicable Loan Group.
On each Distribution Date, the Trustee shall distribute any PO
Recovery for Loan Group 1, Loan Group 2, Loan Group 3 or Loan Group 4 to the
Holders of the Class CB-PO Certificates, any PO Recovery for Loan Group 5 to the
Holders of the Class 5-PO Certificates and any PO Recovery for Loan Group 6 or
Loan Group 7 to the Holders of the Class 15-PO Certificates.
In the event that on any Distribution Date, the Subordinate
Principal Distribution Amounts for the Loan Groups are insufficient to reduce
the PO Deferred Amounts of the PO Components and the Class 5-PO Certificates to
zero, the amount that is available shall be distributed among such Components
and Class pro rata based on the PO Deferred Amounts.
(vi) Distributions on the Uncertificated Lower-Tier Interests.
On each Distribution Date, interest shall be distributed in respect
of the Uncertificated Lower-Tier Interests (other than the Class
1-LPO Interest, Class 2-LPO Interest, Class 3-LPO Interest, Class
4-LPO Interest, Class 5-LPO Interest, Class 6-LPO Interest and Class
7-LPO Interest) at the pass-through rate thereon, as described in
the next to last paragraph of this Section 5.02(a)(vi). All
distributions of principal shall be made first to the Class 1-LPO
Interest, Class 2-LPO Interest, Class 3-LPO Interest, Class 4-LPO
Interest, Class 5-LPO Interest, Class 6-LPO Interest and Class 7-LPO
Interest, so as to keep the principal balances thereof at all times
equal to the Component Balances or Class Certificate Balance, as the
case may be, of the Class 1-CB-PO Component, the Class 2-CB-PO
Component, the Class 3-CB-PO Component, the Class 4-CB-PO Component,
the Class 5-PO Certificates, the Class 6-15-PO Component and the
Class 7-15-PO Component, respectively; second, to the Class 1-LS
Interest, the Class 2-LS Interest, the Class 3-LS Interest, Class
4-LS Interest, Class 5-LS Interest, Class 6-LS Interest and the
Class 7-LS Interest, so as to keep the principal balances thereof
(computed to eight decimal places) equal to 0.100% of the Group
Subordinate Amount for Loan Group 1, Loan Group 2, Loan Group 3,
Loan Group 4, Loan Group 5, Loan Group 6 and Loan Group 7,
respectively (except that if any such amount is greater than on the
preceding Distribution Date, the least amount of principal shall be
distributed to the Class 1-LS Interest, Class 2-LS Interest, Class
3-LS Interest, Class 4-LS Interest, Class 5-LS Interest, Class 6-LS
Interest and Class 7-LS Interest, such that the Subordinate Balance
Ratio is maintained), and third, any remaining principal to the
Class 1-L Interest, Class 2-L Interest, Class 3-L Interest, Class
4-L Interest, Class 5-L Interest, Class 6-L Interest and Class 7-L
Interest. Any distributions of principal made to the Uncertificated
Lower-Tier Interests pursuant to this paragraph shall be made from
the Group 1 Mortgage Loans to the Uncertificated Lower-Tier
Interests beginning with the numeral "1," from the Group 2 Mortgage
Loans to the Uncertificated Lower-Tier Interests beginning with the
numeral "2," from the Group 3 Mortgage Loans to the Uncertificated
Lower-Tier Interests beginning with the numeral "3," from the Group
4 Mortgage Loans to the Uncertificated Lower-Tier Interests
beginning with the numeral "4," from the Group 5 Mortgage Loans to
the Uncertificated Lower-Tier Interests beginning with the numeral
"5," from the Group 6 Mortgage Loans to the Uncertificated
Lower-Tier Interests beginning with the numeral "6" and from the
Group 7 Mortgage Loans to the Uncertificated Lower-Tier Interests
beginning with the numeral "7."
Realized Losses shall be applied after all distributions have been
made on each Distribution Date first, to the Class 1-LPO Interest, Class 2-LPO
Interest, Class 3-LPO Interest, Class 4-LPO Interest, Class 5-LPO Interest,
Class 6-LPO Interest and Class 7-LPO Interest, so as to keep their principal
balances equal to the Component Balances or Class Certificate Balance, as the
case may be, of the Class 1-CB-PO Component, the Class 2-CB-PO Component, the
Class 3-CB-PO Component, the Class 4-CB-PO Component, the Class 5-PO
Certificates, the Class 6-15-PO Component and the Class 7-15-PO Component,
respectively; second, to the Class 1-LS Interest, Class 2-LS Interest, Class
3-LS Interest, Class 4-LS Interest, Class 5-LS Interest, Class 6-LS Interest and
Class 7-LS Interest, so as to keep the principal balances thereof (computed to
eight decimal places) equal to 0.100% of the Group Subordinate Amount for Loan
Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6
and Loan Group 7, respectively (except that if any such amount is greater than
on the preceding Distribution Date, the least amount of principal shall be
distributed to the Class 1-LS Interest, Class 2-LS Interest, Class 3-LS
Interest, Class 4-LS Interest, Class 5-LS Interest, Class 6-LS Interest and
Class 7-LS Interest such that the Subordinate Balance Ratio is maintained); and
third, the remaining Realized Losses shall be allocated to the Class 1-L
Interest, Class 2-L Interest, Class 3-L Interest, Class 4-L Interest, Class 5-L
Interest, Class 6-L Interest and Class 7-L Interest. Any Realized Losses
allocated to the Uncertificated Lower-Tier Interests pursuant to this paragraph
shall be (a) from Realized Losses allocated to Loan Group 1 in the case of
Uncertificated Lower-Tier Interests beginning with the numeral "1," (b) from
Realized Losses allocated to Loan Group 2 in the case of Uncertificated
Lower-Tier Interests beginning with the numeral "2," (c) from Realized Losses
allocated to Loan Group 3 in the case of Uncertificated Lower-Tier Interests
beginning with the numeral "3," (d) from Realized Losses allocated to Loan Group
4 in the case of Uncertificated Lower-Tier Interests beginning with the numeral
"4," (e) from Realized Losses allocated to Loan Group 5 in the case of
Uncertificated Lower-Tier Interests beginning with the numeral "5," (f) from
Realized Losses allocated to Loan Group 6 in the case of Uncertificated
Lower-Tier Interests beginning with the numeral "6" and (g) from Realized Losses
allocated to Loan Group 7 in the case of Uncertificated Lower-Tier Interests
beginning with the numeral "7."
As of any date, the aggregate principal balance of the Class 1-L
Interest and the Class 1-LS Interest shall equal the aggregate Pool Stated
Principal Balance (Non-PO Portion) of Loan Group 1. As of any date, the
aggregate principal balance of the Class 2-L Interest and the Class 2-LS
Interest shall equal the aggregate Pool Stated Principal Balance (Non-PO
Portion) of Loan Group 2. As of any date, the aggregate principal balance of the
Class 3-L Interest and the Class 3-LS Interest shall equal the aggregate Pool
Stated Principal Balance (Non-PO Portion) of Loan Group 3. As of any date, the
aggregate principal balance of the Class 4-L Interest and the Class 4-LS
Interest shall equal the aggregate Pool Stated Principal Balance (Non-PO
Portion) of Loan Group 4. As of any date, the aggregate principal balance of the
Class 5-L Interest and the Class 5-LS Interest shall equal the aggregate Pool
Stated Principal Balance (Non-PO Portion) of Loan Group 5. As of any date, the
aggregate principal balance of the Class 6-L Interest and the Class 6-LS
Interest shall equal the aggregate Pool Stated Principal Balance (Non-PO
Portion) of Loan Group 6. As of any date, the aggregate principal balance of the
Class 7-L Interest and the Class 7-LS Interest shall equal the aggregate Pool
Stated Principal Balance (Non-PO Portion) of Loan Group 7. As of any date, (i)
the principal balance of the Class 1-LPO Interest will be equal to the Component
Balance of the Class 1-CB-PO Component, (ii) the principal balance of the Class
2-LPO Interest will be equal to the Component Balance of the Class 2-CB-PO
Component, (iii) the principal balance of the Class 3-LPO Interest will be equal
to the Component Balance of the Class 3-CB-PO Component, (iv) the principal
balance of the Class 4-LPO Interest will be equal to the Component Balance of
the Class 4-CB-PO Component, (v) the principal balance of the Class 5-LPO
Interest will be equal to the Class Certificate Balance of the Class 5-PO
Certificates, (vi) the principal balance of the Class 6-LPO Interest will be
equal to the Component Balance of the Class 6-15-PO Component and (vii) the
principal balance of the Class 7-LPO Interest will be equal to the Component
Balance of the Class 7-15-PO Component. As of any date, (i) the notional amount
of the Class 1-LWIO Interest will be equal to the Class 1-CB-IO Notional Amount,
(ii) the notional amount of the Class 2-LWIO Interest will be equal to the Class
2-CB-IO Notional Amount, (iii) the notional amount of the Class 3-LWIO Interest
will be equal to the Class 3-CB-IO Notional Amount, (iv) the notional amount of
the Class 4-LWIO Interest will be equal to the Class 4-CB-IO Notional Amount,
(v) the notional amount of the Class 5-LWIO Interest will be equal to the Class
5-IO Notional Amount, (vi) the notional amount of the Class 6-LWIO Interest will
be equal to the Class 6-15-IO Notional Amount and (vii) the notional amount of
the Class 7-LWIO Interest will be equal to the Class 7-15-IO Notional Amount.
The pass-through rate with respect to the Class 1-L Interest and the
Class 1-LS Interest shall be 6.000% per annum. The pass-through rate with
respect to the Class 2-L Interest and the Class 2-LS Interest shall be 6.000%
per annum. The pass-through rate with respect to the Class 3-L Interest and the
Class 3-LS Interest shall be 6.500% per annum. The pass-through rate with
respect to the Class 4-L Interest and the Class 4-LS Interest shall be 6.500%
per annum. The pass-through rate with respect to the Class 5-L Interest and the
Class 5-LS Interest shall be 6.000% per annum. The pass-through rate with
respect to the Class 6-L Interest and the Class 6-LS Interest shall be 5.500%
per annum. The pass-through rate with respect to the Class 7-L Interest and the
Class 7-LS Interest shall be 6.000% per annum. The pass-through rate with
respect to the Class 1-LWIO Interest, Class 2-LWIO Interest, Class 3-LWIO
Interest, Class 4-LWIO Interest, Class 5-LWIO Interest, Class 6-LWIO Interest
and Class 7-LWIO Interest shall be the same as the Pass-Through Rate for the
Class 1-CB-IO Component, Class 2-CB-IO Component, Class 3-CB-IO Component, Class
4-CB-IO Component, Class 5-IO Certificates, Class 6-15-IO Component and Class
7-15-IO Component, respectively, as each such rate is described in the
Preliminary Statement. The Class 1-LPO Interest, Class 2-LPO Interest, Class
3-LPO Interest, Class 4-LPO Interest, Class 5-LPO Interest, Class 6-LPO Interest
and Class 7-LPO Interest are principal-only interests and are not entitled to
distributions of interest.
Any Non-Supported Interest Shortfalls and Relief Act Reductions will
be allocated to each Uncertificated Lower-Tier Interest in the same relative
proportions as interest is allocated to such Uncertificated Lower-Tier Interest.
Amounts distributed to the Uncertificated Lower-Tier Interests in respect of
principal and interest with respect to any Distribution Date are referred to
herein collectively as the "Lower-Tier Distribution Amount."
(vii) Distributions on the Uncertificated Middle-Tier Interests. On
each Distribution Date, each Uncertificated Middle-Tier Interest (other
than the Class 1-CB-MIO Interest, Class 2-CB-MIO Interest, Class 3-CB-MIO
Interest, Class 4-CB-MIO Interest, Class 5-MIO Interest, Class 6-15-MIO
Interest and Class 7-15-MIO Interest) shall receive distributions in
respect of principal in an amount equal to the amount of principal
distributed to its respective Corresponding Upper-Tier Class, Classes or
Component, as provided herein. On each Distribution Date, each
Uncertificated Middle-Tier Interest (other than the Class 1-CB-MPO
Interest, Class 2-CB-MPO Interest, Class 3-CB-MPO Interest, Class 4-CB-MPO
Interest, Class 5-MPO Interest, Class 6-15-MPO Interest and Class 7-15-MPO
Interest) shall receive distributions in respect of interest in an amount
equal to the Interest Accrual Amounts and Unpaid Interest Shortfalls, as
the case may be, in respect of its Corresponding Upper-Tier Class, Classes
or Component, in each case to the extent actually distributed thereon.
Such amounts distributed to the Uncertificated Middle-Tier Interests in
respect of principal and interest with respect to any Distribution Date
are referred to herein collectively as the "Middle-Tier Distribution
Amount."
As of any date, the principal balance or notional amount of each
Uncertificated Middle-Tier Interest equals the aggregate of the Class
Certificate Balances or Notional Amounts of the respective Corresponding
Upper-Tier Class, Classes or Component or, in the case of the Class 5-A-M1
Interest, the Class Certificate Balance of the Class 5-A-1 Certificates. The
initial principal balance or notional amount of each Uncertificated Middle-Tier
Interest equals the aggregate of the Initial Class Certificate Balances or
Initial Notional Amounts of the respective Corresponding Upper-Tier Class,
Classes or Component or, in the case of the Class 5-A-M1 Interest, the Initial
Class Certificate Balance of the Class 5-A-1 Certificates.
The pass-through rate with respect to the Class 1-CB-M1 Interest
shall be 6.000% per annum. The pass-through rate with respect to the Class
2-CB-M1 Interest shall be 6.000% per annum. The pass-through rate with respect
to the Class 3-CB-M1 Interest shall be 6.500% per annum. The pass-through rate
with respect to the Class 4-CB-M1 Interest shall be 6.500% per annum. The
pass-through rate with respect to the Class 5-A-M1 Interest, Class 5-A-M3
Interest and Class 5-A-MUR Interest shall be 6.000% per annum. The pass-through
rate with respect to the Class 6-A-M1 Interest shall be 5.500% per annum. The
pass-through rate with respect to the Class 7-A-M1 Interest shall be 6.000% per
annum. The pass-through rate with respect to the Class B-M1 Interest, Class B-M2
Interest, Class B-M3 Interest, Class B-M4 Interest, Class B-M5 Interest and
Class B-M6 Interest shall be the weighted average of the Class 1-LS Interest,
Class 2-LS Interest, Class 3-LS Interest, Class 4-LS Interest, Class 5-LS
Interest, Class 6-LS Interest and Class 7-LS Interest. The pass-through rate
with respect to the Class 1-CB-MIO Interest shall be a per annum rate equal to
the Pass-Through Rate of the Class 1-CB-IO Component. The pass-through rate with
respect to the Class 2-CB-MIO Interest shall be a per annum rate equal to the
Pass-Through Rate of the Class 2-CB-IO Component. The pass-through rate with
respect to the Class 3-CB-MIO Interest shall be a per annum rate equal to the
Pass-Through Rate of the Class 3-CB-IO Component. The pass-through rate with
respect to the Class 4-CB-MIO Interest shall be a per annum rate equal to the
Pass-Through Rate of the Class 4-CB-IO Component. The pass-through rate with
respect to the Class 5-MIO Interest shall be a per annum rate equal to the
Pass-Through Rate of the Class 5-IO Certificates. The pass-through rate with
respect to the Class 6-15-MIO Interest shall be a per annum rate equal to the
Pass-Through Rate of the Class 6-15-IO Component. The pass-through rate with
respect to the Class 7-15-MIO Interest shall be a per annum rate equal to the
Pass-Through Rate of the Class 7-15-IO Component. The Class 1-CB-MPO Interest,
Class 2-CB-MPO Interest, Class 3-CB-MPO Interest, Class 4-CB-MPO Interest, Class
5-MPO Interest, Class 6-15-MPO Interest and Class 7-15-MPO Interest are
principal-only interests and are not entitled to distributions of interest.
(b) (i) With respect to the Group 1 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 1 Senior
Certificates pursuant to Section 5.02(a)(ii)(A) for such Distribution
Date, will be distributed to the Class 1-CB-1 Certificates until their
Class Certificate Balances has been reduced to zero.
(ii) With respect to the Group 2 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 2 Senior
Certificates pursuant to Section 5.02(a)(ii)(A) for such Distribution
Date, will be distributed to the Class 2-CB-1 Certificates until their
Class Certificate Balance has been reduced to zero.
(iii) With respect to the Group 3 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 3 Senior
Certificates pursuant to Section 5.02(a)(ii)(A) for such Distribution
Date, will be distributed to the Class 3-CB-1 Certificates until their
Class Certificate Balance has been reduced to zero.
(iv) With respect to the Group 4 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 4 Senior
Certificates pursuant to Section 5.02(a)(ii)(A) for such Distribution
Date, will be distributed to the Class 4-CB-1 Certificates until their
Class Certificate Balance has been reduced to zero.
(v) With respect to the Group 5 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 5 Senior
Certificates pursuant to Section 5.02(a)(ii)(A) for such Distribution
Date, will be distributed, sequentially, as follows:
first, to the Class 5-A-R Certificate, until its Class Certificate
Balance has been reduced to zero;
second, concurrently, to the Class 5-A-3 and Class 5-A-4
Certificates, pro rata, up to the Priority Amount for such Distribution
Date;
third, $1,000 to the Class 5-A-1 Certificates, until their Class
Certificate Balance has been reduced to zero;
fourth, sequentially, $276,897 to the Class 5-A-5 and Class 5-A-6
Certificates, in that order, until their Class Certificate Balances have
been reduced to zero;
fifth, sequentially, to the Class 5-A-1, Class 5-A-5 and Class 5-A-6
Certificates, in that order, until their Class Certificate Balances have
been reduced to zero; and
sixth, concurrently, to the Class 5-A-3 and Class 5-A-4
Certificates, pro rata, until their Class Certificate Balances have been
reduced to zero.
(vi) With respect to the Group 6 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 6 Senior
Certificates pursuant to Section 5.02(a)(ii)(A) for such Distribution
Date, will be distributed to the Class 6-A-1 Certificates until their
Class Certificate Balance has been reduced to zero.
(vii) With respect to the Group 7 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 7 Senior
Certificates pursuant to Section 5.02(a)(ii)(A) for such Distribution
Date, will be distributed to the Class 7-A-1 Certificates until their
Class Certificate Balance has been reduced to zero.
On each Distribution Date on or after the Senior Credit Support
Depletion Date, notwithstanding the allocation and priority set forth above, the
portion of the Pool Distribution Amount with respect to a Loan Group available
to be distributed as principal of the Senior Non-PO Certificates of the Related
Group shall be distributed concurrently, as principal, on such Classes, pro
rata, on the basis of their respective Class Certificate Balances, until the
Class Certificate Balances thereof are reduced to zero.
The Class CB-IO, Class 5-A-2, Class 5-IO and Class 15-IO
Certificates are Interest Only Certificates and are not entitled to
distributions in respect of principal.
Notwithstanding the foregoing, on each Distribution Date prior to
the Senior Credit Support Depletion Date, but on or after the date on which the
aggregate Class Certificate Balance of the Senior Non-PO Certificates of a Group
has been reduced to zero, amounts otherwise distributable as principal payments
from the Related Loan Group on the Class B Certificates will be paid as
principal to the remaining Classes of Senior Non-PO Certificates together with
the applicable Senior Principal Distribution Amount in accordance with the
priorities set forth for the applicable Groups in (i), (ii), (iii), (iv), (v),
(vi) and (vii) above, provided that on such Distribution Date (a) the Aggregate
Subordinate Percentage for such Distribution Date is less than twice the initial
Aggregate Subordinate Percentage or (b) the outstanding principal balance of the
Mortgage Loans (including, for this purpose, any Mortgage Loans in foreclosure,
any REO Property and any Mortgage Loan for which the Mortgagor has filed for
bankruptcy after the Closing Date) delinquent 60 days or more (averaged over the
preceding six month period), as a percentage of the aggregate Class Certificate
Balance of the Class B Certificates, is equal to or greater than 50%. If the
Senior Non-PO Certificates of two or more Groups remain outstanding, the
distributions described above will be made to the Senior Non-PO Certificates of
such Groups, pro rata, in proportion to the aggregate class balance of the
Senior Non-PO Certificates of each such Group. In addition, if on any
Distribution Date, after giving effect to the second preceding sentence, the
aggregate Class Certificate Balance of the Senior Non-PO Certificates of a Group
is greater than the Adjusted Pool Amount (Non-PO Portion) of the Related Loan
Group (any such Group, the "Undercollateralized Group" and any such excess, the
"Undercollateralized Amount"), all amounts otherwise distributable as principal
on the Class B Certificates pursuant to Section 5.02(a)(iv)(L), (J), (H), (F),
(D) and (B), in that order, will be paid as principal to the Senior Non-PO
Certificates of the Undercollateralized Group together with the applicable
Senior Principal Distribution Amount in accordance with the priorities set forth
for the applicable Group above under (i), (ii), (iii), (iv), (v), (vi) or (vii)
until the aggregate Class Certificate Balance of the Senior Non-PO Certificates
of the Undercollateralized Group equals the Adjusted Pool Amount (Non-PO
Portion) of the Related Loan Group. If two or more Groups are
Undercollateralized Groups, the distributions described above will be made, pro
rata, in proportion to the amount by which the aggregate class balance of the
Senior Non-PO Certificates of each such Group exceeds the Pool Principal Balance
(Non-PO Portion) of the related Loan Group. Also, the amount of any Class Unpaid
Interest Shortfalls and Component Unpaid Interest Shortfalls with respect to the
Undercollateralized Group (including any Class Unpaid Interest Shortfalls and
Component Unpaid Interest Shortfalls for such Distribution Date) will be paid to
the Undercollateralized Group and the IO Component of such Group, if any,
pursuant to Section 5.02(a)(i) prior to the payment of any Undercollateralized
Amount from amounts otherwise distributable as principal on the Class B
Certificates pursuant to Section 5.02(a)(iv)(L), (J), (H), (F), (D) and (B), in
that order. Such amount will be paid to the Senior Non-PO Certificates and IO
Components, if any, when applicable, of such Undercollateralized Group up to
their Interest Distribution Amounts and Component Interest Distribution Amounts
for such Distribution Date.
The PO Deferred Amounts for the PO Components and the Class 5-PO
Certificates will be paid from amounts otherwise distributable as principal on
the Class B Certificates before any payments are made pursuant to the preceding
paragraph.
(c) On each Distribution Date, Accrued Certificate Interest for each
Class of Senior Certificates and Class B Certificates and Accrued Component
Interest for the IO Components for such Distribution Date shall be reduced by
such Class' or Component's pro rata share, based on such Class' Interest
Distribution Amount or such Component's Component Interest Distribution Amount,
as applicable, for such Distribution Date, without taking into account the
allocation made by this Section 5.02(c), of (A) Non-Supported Interest
Shortfalls, (B) on and after the Senior Credit Support Depletion Date, any other
Realized Loss on the Mortgage Loans in the Related Loan Group allocable to
interest and (C) Relief Act Reductions incurred on the Mortgage Loans during the
calendar month preceding the month of such Distribution Date.
(d) Notwithstanding the priority and allocation contained in Section
5.02(a)(iv), if with respect to any Class of Class B Certificates on any
Distribution Date, (i) the aggregate of the Class Certificate Balances
immediately prior to such Distribution Date of all Classes of Class B
Certificates, as the case may be, which have a higher numerical Class
designation than such Class, divided by (ii) the aggregate Pool Stated Principal
Balance (Non-PO Portion) for all Loan Groups (for each Class, the "Fractional
Interest") is less than the Original Fractional Interest for such Class, no
distribution of principal will be made to any Classes of Class B Certificates
junior to such Class (the "Restricted Classes") and the Class Certificate
Balances of the Restricted Classes of Class B Certificates will not be used in
determining the Pro Rata Share for the Class B Certificates that are not
Restricted Classes. If the aggregate Class Certificate Balance of the Class B
Certificates that are not Restricted Classes are reduced to zero,
notwithstanding the previous sentence, any funds remaining will be distributed
sequentially to the Class B Certificates that are Restricted Classes in order of
their respective numerical Class designations (beginning with the Class of Class
B Certificates that is a Restricted Class then outstanding with the lowest
numerical Class designation).
(e) Any amounts distributed to the Class 5-A-1 Certificates from the
Reserve Fund shall be deemed to be a distribution to such Certificates from the
Grantor Trust as payments on a notional principal contract in the nature of a
cap contract written by the Counterparty in favor of the Holders of the Class
5-A-1 Certificates.
Section 5.03 Allocation of Losses. (a) On or prior to each
Determination Date, the Servicer shall inform the Trustee in writing with
respect to each Mortgage Loan: (1) whether any Realized Loss is a Deficient
Valuation or a Debt Service Reduction, (2) of the amount of such loss or
Deficient Valuation, or of the terms of such Debt Service Reduction and (3) of
the total amount of Realized Losses on the Mortgage Loans in each Loan Group.
Based on such information, the Trustee shall determine the total amount of
Realized Losses on the Mortgage Loans in each Loan Group with respect to the
related Distribution Date. Realized Losses shall be allocated to the
Certificates by a reduction in the Class Certificate Balances of the designated
Classes pursuant to Section 5.03(b) below.
(b) The Component Balance of the PO Component of each Group shall be
reduced on each Distribution Date by the amount, if any, by which the Component
Balance of such PO Component (after giving effect to the amount to be
distributed as a distribution of principal on such Distribution Date) exceeds
the Adjusted Pool Amount (PO Portion) for the Related Loan Group for such
Distribution Date.
The Class Certificate Balance of the Class 5-PO Certificates shall
be reduced on each Distribution Date by the amount, if any, by which the Class
Certificate Balance of such Class (after giving effect to the amount to be
distributed as a distribution of principal on such Distribution Date) exceeds
the Adjusted Pool Amount (PO Portion) for the Loan Group 5 for such Distribution
Date.
The Class Certificate Balance of the Class of Class B Certificates
then outstanding with the highest numerical Class designation shall be reduced
or increased on each Distribution Date by the amount, if any, necessary such
that the aggregate of the Class Certificate Balances of all outstanding Classes
of Senior Non-PO Certificates and Class B Certificates (after giving effect to
the amount to be distributed as a distribution of principal and the allocation
of the PO Deferred Amounts on such Distribution Date) equals the sum of the
Adjusted Pool Amounts (Non-PO Portion) for all Loan Groups for such Distribution
Date.
After the Senior Credit Support Depletion Date, the Class
Certificate Balances of the Senior Non-PO Certificates of each Group in the
aggregate shall be reduced or increased on each Distribution Date by the amount,
if any, necessary such that the aggregate of the Class Certificate Balances of
all outstanding Classes of Senior Non-PO Certificates of such Group (after
giving effect to the amount to be distributed as a distribution of principal on
such Distribution Date) equals the Adjusted Pool Amount (Non-PO Portion) for the
Related Loan Group for such Distribution Date.
Any such reduction or increase shall be allocated among the Senior
Non-PO Certificates of such Group, based on the Class Certificate Balances
immediately prior to such Distribution Date until the Class Certificate Balances
thereof have been reduced to zero.
(c) Any reduction or increase in the Class Certificate Balance of a
Class of Certificates pursuant to Section 5.03(b) above shall be allocated among
the Certificates of such Class in proportion to their respective Percentage
Interests.
(d) The calculation of the amount to be distributed as principal to
any Class of Class B Certificates with respect to a Distribution Date (the
"Calculated Principal Distribution") shall be made prior to the allocation of
any Realized Losses for such Distribution Date; provided, however, the actual
payment of principal to the Classes of Class B Certificates shall be made
subsequent to the allocation of Realized Losses for such Distribution Date. In
the event that after the allocation of Realized Losses for a Distribution Date,
the Calculated Principal Distribution for a Class of Class B Certificates is
greater than the Class Certificate Balance of such Class, the excess shall be
distributed first, sequentially, to the Classes of Class B Certificates then
outstanding (beginning with the Class of Class B Certificates then outstanding
with the lowest numerical designation) until the respective Class Certificate
Balance of each such Class is reduced to zero and then to the Senior Non-PO
Certificates of such Group, pro rata, on the basis of their respective Class
Certificate Balances.
(e) After the Senior Credit Support Depletion Date, on any
Distribution Date on which the Class 5-A-4 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 5-A-4 Certificates will be
reduced by the Class 5-A-4 Loss Allocation Amount and, notwithstanding Section
5.03(b), the Class Certificate Balance of the Class 5-A-3 Certificates will not
be reduced by the Class 5-A-4 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 5-A-3 Loss Amount exceeds
the Class Certificate Balance of the Class 5-A-4 Certificates prior to any
reduction for the Class 5-A-4 Loss Allocation Amount, such excess will be
distributed in reduction of the Class Certificate Balance of the Class 5-A-3
Certificates.
Any increase in Class Certificate Balance allocated to the Class
5-A-3 Certificates pursuant to Section 5.03(b) will instead increase the Class
Certificate Balance of the Class 5-A-4 Certificates.
(f) Notwithstanding any other provision of this Section 5.03, no
Class Certificate Balance of a Class will be increased on any Distribution Date
such that the Class Certificate Balance of such Class exceeds its Initial Class
Certificate Balance less all distributions of principal previously distributed
in respect of such Class on prior Distribution Dates (excluding in the case of
any Class of Class B Certificates any principal otherwise payable to such Class
of Class B Certificates but used to pay any PO Deferred Amount).
(g) With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.03 will be allocated to each Uncertificated
Lower-Tier Interest as described in Section 5.02(a) and to each Uncertificated
Middle-Tier Interest in an amount equal to the Realized Losses allocated to such
Uncertificated Middle-Tier Interest's Corresponding Upper Tier Class, Classes or
Component.
Section 5.04 Statements to Certificateholders. (a) Prior to the
Distribution Date in each month, based upon the information provided to the
Trustee on the Servicer's Certificates delivered to the Trustee pursuant to
Section 4.01 and with respect to subsections (xx) and (xxi) below, after
consultation with the Depositor, the Trustee shall determine the following
information with respect to such Distribution Date:
(i) the date of such Distribution Date and the Determination Date
for such Distribution Date;
(ii) for each Class, the applicable Record Date and Interest Accrual
Period;
(iii) for each Group, the amount allocable to principal, separately
identifying the aggregate amount of any Principal Prepayments and
Liquidation Proceeds included therein;
(iv) for each Group, the amount allocable to interest, any Class
Unpaid Interest Shortfall or Component Unpaid Interest Shortfall included
in such distribution and any remaining Class Unpaid Interest Shortfall or
Component Unpaid Interest Shortfall after giving effect to such
distribution;
(v) if the distribution to the Holders of such Class of Certificates
is less than the full amount that would be distributable to such Holders
if there were sufficient funds available therefor, the amount of the
shortfall and the allocation thereof as between principal and interest;
(vi) the Class Certificate Balance of each Class of Certificates
prior to and after giving effect to the distribution of principal on such
Distribution Date;
(vii) for each Loan Group, the Pool Stated Principal Balance for
such Distribution Date;
(viii) for each Loan Group, the Senior Percentage and the
Subordinate Percentage for such Distribution Date and the Total
Senior Percentage and Aggregate Subordinate Percentage for such
Distribution Date;
(ix) the amount of the Servicing Fee paid to or retained by the
Servicer with respect to each Loan Group and such Distribution Date;
(x) the Pass-Through Rate for each such Class of Certificates (or
Component) with respect to such Distribution Date;
(xi) for each Loan Group, the amount of Periodic Advances included
in the distribution on such Distribution Date, the aggregate amount of
Periodic Advances outstanding as of the close of business on such
Distribution Date and the amount of Periodic Advances reimbursed since the
previous Distribution Date;
(xii) for each Loan Group, the number and aggregate Stated Principal
Balance of the Mortgage Loans, the ranges of Mortgage Interest Rates for
the Mortgage Loans, separated by 0.25%, the weighted average remaining
term to maturity of the Mortgage Loans and the cumulative amount of
Principal Prepayments, each as of the close of business on the last day of
the calendar month preceding such Distribution Date;
(xiii) for each Loan Group, the number and aggregate principal
amounts of Mortgage Loans (A) delinquent (exclusive of Mortgage Loans in
foreclosure or in bankruptcy) in 30-day increments until foreclosure or
other disposition, (B) in foreclosure, as of the close of business on the
last day of the calendar month preceding such Distribution Date and (C) in
bankruptcy as of the close of business on the last day of the calendar
month preceding such Distribution Date;
(xiv) for each Loan Group, with respect to any Mortgage Loan that
became an REO Property during the preceding calendar month, the loan
number and Stated Principal Balance of such Mortgage Loan as of the close
of business on the Determination Date preceding such Distribution Date and
the date of acquisition thereof;
(xv) for each Loan Group, the total number and principal balance of
any REO Properties (and market value, if available) as of the close of
business on the Determination Date preceding such Distribution Date;
(xvi) for each Group, the Senior Prepayment Percentage and the
Subordinate Prepayment Percentage for such Distribution Date;
(xvii) for each Loan Group, the aggregate amount of Realized Losses
incurred during the preceding calendar month and for each Group, any PO
Deferred Amounts for such Distribution Date;
(xviii) the Class 1-CB-IO Notional Amount, Class 2-CB-IO Notional
Amount, Class 3-CB-IO Notional Amount, Class 4-CB-IO Notional Amount,
Class CB-IO Notional Amount, Class 5-A-2 Notional Amount, Class 5-IO
Notional Amount, Class 6-15-IO Notional Amount, Class 7-15-IO Notional
Amount and Class 15-IO Notional Amount for such Distribution Date;
(xix) any expenses or indemnification amounts paid by the Trust, the
specific purpose of each payment and the parties to whom such payments
were made;
(xx) for each Loan Group the amount of total Recoveries, the PO
Recovery and the Non-PO Recovery;
(xxi) any material modifications, extensions or waivers to Mortgage
Loan terms, fees, penalties or payments since the previous Distribution
Date and cumulatively since the Cut-off Date;
(xxii) unless such information is set forth in the Form 10-D
relating to such Distribution Date and provided the Trustee is reasonably
able to include such information on the statement, any material breaches
of representations and warranties relating to the Mortgage Loans and any
material breach of covenants hereunder;
(xxiii) the number and aggregate principal balance of any Mortgage
Loans repurchased by the Depositor from the Trust since the previous
Distribution Date; and
(xxiv) the Yield Maintenance Agreement Payment received from the
Counterparty and paid to the Class 5-A-1 Certificates.
(b) No later than each Distribution Date, the Trustee, based upon
information supplied to it on the Servicer's Certificate, shall make available
to each Holder of a Certificate, each Rating Agency and the Servicer a statement
setting forth the information set forth in Section 5.04(a).
In the case of information furnished pursuant to clauses (iii) and
(iv) of Section 5.04(a), the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 denomination.
On each Distribution Date, the Trustee shall prepare and furnish to
each Financial Market Service, in electronic or such other format and media
mutually agreed upon by the Trustee, the Financial Market Service and the
Depositor, the information contained in the statement described in Section
5.04(a) for such Distribution Date.
The Trustee will make the monthly statement to Certificateholders
(and, at its option, any additional files containing the same information in an
alternative format) available each month to Certificateholders, and other
parties to this Agreement via the Trustee's Internet website, initially located
at "xxx.xxxxxxx.xxx". The Trustee will also make available copies of the
periodic reports the Trustee files with the Securities and Exchange Commission,
including distribution reports on Form 10-D, annual reports on Form 10-K,
current reports on Form 8-K and amendments to these reports available through
this website promptly (but no later than one Business Day) after they are filed
with the Securities and Exchange Commission. Assistance in using this website
can be obtained by calling the Trustee's customer service desk at (301)
815-6600. Parties that are unable to use the website are entitled to have a
paper copy mailed to them via first class mail by calling the customer service
desk and indicating such. The Trustee shall have the right to change the way the
monthly statements to Certificateholders are distributed in order to make such
distribution more convenient and/or more accessible to the above parties and the
Trustee shall provide timely and adequate notification to all above parties
regarding any such changes.
Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was the Holder of a Certificate, if requested in writing by such
Person, a statement containing the information set forth in clauses (iii), (iv)
and (ix) of Section 5.04(a), in each case aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as from time to time in force.
The Trustee shall deliver to the Holders of Certificates any reports
or information the Trustee is required by this Agreement or the Code, Treasury
Regulations or REMIC Provisions to deliver to the Holders of Certificates, and
the Trustee shall prepare and provide to the Certificateholders (by mail,
telephone, or publication as may be permitted by applicable Treasury
Regulations) such other reasonable information as the Trustee deems necessary or
appropriate or is required by the Code, Treasury Regulations, and the REMIC
Provisions including, but not limited to, (i) information to be reported to the
Holder of the Residual Certificate for quarterly notices on Schedule Q (Form
1066) (which information shall be forwarded to the Holder of the Residual
Certificate by the Trustee), (ii) information to be provided to the Holders of
Certificates with respect to amounts which should be included as interest and
original issue discount in such Holders' gross income and (iii) information to
be provided to all Holders of Certificates setting forth the percentage of each
REMIC's assets, determined in accordance with Treasury Regulations using a
convention, not inconsistent with Treasury Regulations, selected by the Trustee
in its absolute discretion, that constitute real estate assets under Section 856
of the Code, and assets described in Section 7701(a)(19)(C) of the Code;
provided, however, that in setting forth the percentage of such assets of each
REMIC, nothing contained in this Agreement, including without limitation Section
7.03 hereof, shall be interpreted to require the Trustee periodically to
appraise the fair market values of the assets of the Trust Estate or to
indemnify the Trust Estate or any Certificateholders from any adverse federal,
state or local tax consequences associated with a change subsequently required
to be made in the Depositor's initial good faith determinations of such fair
market values (if subsequent determinations are required pursuant to the REMIC
Provisions) made from time to time.
Section 5.05 Tax Returns and Reports to Certificateholders. (a) For
federal income tax purposes, each REMIC shall have a calendar year taxable year
and shall maintain its books on the accrual method of accounting.
(b) The Trustee shall prepare or cause to be prepared, shall execute
and shall file or cause to be filed with the Internal Revenue Service and
applicable state or local tax authorities income tax information returns for
each taxable year with respect to each REMIC containing such information at the
times and in the manner as may be required by the Code, the Treasury Regulations
or state or local tax laws, regulations, or rules, and shall furnish or cause to
be furnished to each REMIC and the Certificateholders the schedules, statements
or information at such times and in such manner as may be required thereby.
Within 30 days of the Closing Date, the Trustee shall furnish or cause to be
furnished to the Internal Revenue Service, on Form 8811 or as otherwise required
by the Code or the Treasury Regulations, the name, title, address and telephone
number of the person that Holders of the Certificates may contact for tax
information relating thereto, together with such additional information at the
time or times and in the manner required by the Code or the Treasury
Regulations. Such federal, state, or local income tax or information returns
shall be signed by the Trustee, or such other Person as may be required to sign
such returns by the Code, the Treasury Regulations or state or local tax laws,
regulations, or rules.
(c) In the first federal income tax return of each REMIC for its
short taxable year ending December 31, 2006, REMIC status shall be elected for
such taxable year and all succeeding taxable years.
(d) The Trustee will maintain or cause to be maintained such records
relating to each REMIC, including but not limited to records relating to the
income, expenses, assets and liabilities of the Trust Estate, and the initial
fair market value and adjusted basis of the Trust Estate property and assets
determined at such intervals as may be required by the Code or the Treasury
Regulations, as may be necessary to prepare the foregoing returns, schedules,
statements or information.
Section 5.06 Tax Matters Person. The Tax Matters Person shall have
the same duties with respect to each REMIC as those of a "tax matters partner"
under Subchapter C of Chapter 63 of Subtitle F of the Code. The Holder of the
Class 5-A-R Certificate is hereby designated as the Tax Matters Person for each
of the Upper-Tier REMIC, the Middle-Tier REMIC and the Lower-Tier REMIC. By its
acceptance of the Class 5-A-R Certificate, each such Holder irrevocably appoints
the Trustee as its agent to perform all of the duties of the Tax Matters Person
for the Upper-Tier REMIC, Middle-Tier REMIC and the Lower-Tier REMIC.
Section 5.07 Rights of the Tax Matters Person in Respect of the
Trustee. The Trustee shall afford the Tax Matters Person, upon reasonable notice
during normal business hours, access to all records maintained by the Trustee in
respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. Upon request, the Trustee shall furnish
the Tax Matters Person with its most recent report of condition published
pursuant to law or to the requirements of its supervisory or examining authority
publicly available. The Trustee shall make available to the Tax Matters Person
such books, documents or records relating to the Trustee's services hereunder as
the Tax Matters Person shall reasonably request. The Tax Matters Person shall
not have any responsibility or liability for any action or failure to act by the
Trustee and is not obligated to supervise the performance of the Trustee under
this Agreement or otherwise.
Section 5.08 REMIC Related Covenants. For as long as the Trust shall
exist, the Trustee, the Depositor and the Servicer shall act in accordance
herewith to assure continuing treatment of the Upper-Tier REMIC, the Middle-Tier
REMIC and the Lower-Tier REMIC as REMICs and avoid the imposition of tax on any
REMIC created hereunder. In particular:
(a) The Trustee shall not create, or permit the creation of, any
"interests" in any REMIC created hereunder within the meaning of Code Section
860D(a)(2) other than the interests represented by the Regular Certificates, the
Components, the Residual Certificate, the Uncertificated Middle-Tier Interests
and the Uncertificated Lower-Tier Interests.
(b) Except as otherwise provided in the Code, (i) the Depositor and
the Servicer shall not contribute to the Trust Estate and the Trustee shall not
accept property unless substantially all of the property held in each REMIC
constitutes either "qualified mortgages" or "permitted investments" as defined
in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be
contributed to any REMIC created hereunder after the start-up day unless such
contribution would not subject the Trust Estate to the 100% tax on contributions
to a REMIC after the start-up day of a REMIC imposed by Code Section 860G(d).
(c) The Trustee shall not accept on behalf of any REMIC created
hereunder any fee or other compensation for services and neither the Trustee nor
the Servicer shall knowingly accept, on behalf of the Trust Estate any income
from assets other than those permitted to be held by a REMIC.
(d) The Trustee shall not sell or permit the sale of all or any
portion of the Mortgage Loans (other than in accordance with Section 2.02 or
2.04), unless such sale is pursuant to a "qualified liquidation" of the
applicable REMIC as defined in Code Section 860F(a)(4)(A) and in accordance with
Article X.
(e) The Trustee shall maintain books with respect to the Trust and
each REMIC on a calendar year taxable year and on an accrual basis.
Neither the Servicer nor the Trustee shall engage in a "prohibited
transaction" (as defined in Code Section 860F(a)(2)), except that, with the
prior written consent of the Servicer and the Depositor, the Trustee may engage
in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and
(d); provided that the Servicer shall have delivered to the Trustee an Opinion
of Counsel to the effect that such transaction will not result in the imposition
of a tax on any of the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier
REMIC and will not disqualify any REMIC created hereunder from treatment as a
REMIC; and, provided, further, that the Servicer shall have demonstrated to the
satisfaction of the Trustee that such action will not adversely affect the
rights of the Holders of the Certificates and the Trustee and that such action
will not adversely impact the rating of the Certificates.
Section 5.09 Determination of LIBOR. On each Rate Determination Date
for a Class of LIBOR Certificates, the Trustee shall determine LIBOR for the
applicable Distribution Date on the basis of the British Bankers' Association
("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as
found on Telerate page 3750 as of 11:00 A.M. London time on such Rate
Determination Date. As used herein, "Telerate page 3750" means the display
designated as page 3750 on the Reuters Telerate Service.
If on any Rate Determination Date for a Class of LIBOR Certificates,
the Trustee is unable to determine LIBOR on the basis of the method set forth in
the preceding paragraph, LIBOR for the applicable Distribution Date will be
whichever is higher of (x) LIBOR as determined on the previous Rate
Determination Date for such Class of LIBOR Certificates or (y) the Reserve
Interest Rate. The "Reserve Interest Rate" will be the rate per annum which the
Trustee determines to be either (A) the arithmetic mean (rounding such
arithmetic mean upwards if necessary to the nearest whole multiple of 1/16%) of
the one-month U.S. Dollar lending rates that New York City banks selected by the
Trustee are quoting, on the relevant Rate Determination Date, to the principal
London offices of at least two leading banks in the London interbank market or
(B) in the event that the Trustee can determine no such arithmetic mean, the
lowest one-month U.S. Dollar lending rate that the New York City banks selected
by the Trustee are quoting on such Rate Determination Date to leading European
banks.
If on any Rate Determination Date for a Class of LIBOR Certificates,
the Trustee is required but is unable to determine the Reserve Interest Rate in
the manner provided in the preceding paragraph, LIBOR for the applicable
Distribution Date will be LIBOR as determined on the previous Rate Determination
Date for such Class of LIBOR Certificates, or, in the case of the first Rate
Determination Date, 4.57000%.
The establishment of LIBOR by the Trustee and the Trustee's
subsequent calculation of the rates of interest applicable to each of the LIBOR
Certificates in the absence of manifest error, will be final and binding. After
a Rate Determination Date, the Trustee shall provide the Pass-Through Rates of
the LIBOR Certificates for the related Distribution Date to Beneficial Owners or
Holders of LIBOR Certificates who place a telephone call to the Trustee at (301)
815-6600 and make a request therefor.
Section 5.10 Grantor Trust Administration. The Trustee shall treat
the portions of the Trust Estate consisting of the Reserve Fund and the Yield
Maintenance Agreement and rights with respect thereto as a "grantor trust" under
the Code, and the provisions hereof shall be interpreted consistently with this
treatment. The Trustee shall furnish or cause to be furnished to the Holders of
the Class 5-A-1 Certificates and shall file or cause to be filed with the
Internal Revenue Service together with Form 1041 or such other form as may be
applicable, their allocable shares of income and expenses with respect to the
property held by the Grantor Trust (including Yield Maintenance Agreement
Payments), at the time or times and in the manner required by the Code.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. The Classes of Senior Certificates
and the Subordinate Certificates shall be substantially in the forms set forth
in Exhibits X-0-XX-0, X-0-XX-0, X-0-XX-0, X-0-XX-0, A-CB-IO, A-CB-PO, X-0-X-0,
X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-X, A-5-IO, A-5-PO, A-6-A-1,
A-7-A-1, A-15-IO, A-15-PO, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse of all
Certificates) and shall, on original issue, be executed by the Trustee and shall
be authenticated and delivered by the Trustee to or upon the order of the
Depositor upon receipt by the Trustee of the documents specified in Section
2.01. The Classes of Certificates shall be available to investors in the minimum
denominations of initial Certificate Balance or initial notional amount and the
integral multiples in excess thereof as set forth in the Preliminary Statement.
The Senior Certificates (other than the Class 5-A-R Certificate) and the Class
B-1, Class B-2, and Class B-3 Certificates shall initially be issued in
book-entry form through the Depository and delivered to the Depository or,
pursuant to the Depository's instructions on behalf of the Depository to, and
deposited with, the Certificate Custodian, and all other Classes of Certificates
shall initially be issued in definitive, fully-registered form.
The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer or signatory. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the execution and delivery of such
Certificates or did not hold such offices or positions at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless such Certificate shall have been
manually authenticated by the Trustee substantially in the form provided for
herein, and such authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Section 6.02 Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at an office or agency in the city in
which the Corporate Trust Office of the Trustee is located a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee shall initially
serve as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided.
(b) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class,
tenor and aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute and the Trustee shall
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by, the Holder thereof or its attorney duly authorized in writing.
(c) (i) Except as provided in paragraph (c)(iii) below, the
Book-Entry Certificates shall at all times remain registered in the name of the
Depository or its nominee and at all times: (A) registration of the Certificates
may not be transferred by the Trustee except to another Depository; (B) the
Depository shall maintain book-entry records with respect to the Certificate
Owners and with respect to ownership and transfers of such Book-Entry
Certificates; (C) ownership and transfers of registration of the Book-Entry
Certificates on the books of the Depository shall be governed by applicable
rules established by the Depository; (D) the Depository may collect its usual
and customary fees, charges and expenses from its Depository Participants; (E)
the Trustee shall deal with the Depository as the representative of the
Certificate Owners of the Book-Entry Certificates for purposes of exercising the
rights of Holders under this Agreement, and requests and directions for and
votes of the Depository shall not be deemed to be inconsistent if they are made
with respect to different Certificate Owners; and (F) the Trustee may rely and
shall be fully protected in relying upon information furnished by the Depository
with respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners.
(ii) All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate
Owner. Each Depository Participant shall only transfer Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for
which it acts as agent in accordance with the Depository's normal
procedures.
(iii) If the Depository advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and the Trustee or the Depositor is unable
to locate a qualified successor, the Trustee shall notify all Certificate
Owners, through the Depository, of the occurrence of such event and of the
availability of definitive, fully-registered Certificates (the "Definitive
Certificates") to such Certificate Owners requesting the same. Upon
surrender to the Trustee of the related Class of Certificates by the
Depository (or by the Certificate Custodian, if it holds such Class on
behalf of the Depository), accompanied by the instructions from the
Depository for registration, the Trustee shall issue the Definitive
Certificates. None of the Servicer, the Depositor or the Trustee shall be
liable for any delay in delivery of such instruction and may conclusively
rely on, and shall be protected in relying on, such instructions. The
Depositor shall provide the Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon the issuance of Definitive Certificates, the Trustee
shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
(d) No transfer of a Private Certificate shall be made unless such
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
such laws. In the event of any such transfer, (i) unless such transfer is made
in reliance on Rule 144A under the 1933 Act, the Trustee or the Depositor may
require a written Opinion of Counsel (which may be in-house counsel) acceptable
to and in form and substance reasonably satisfactory to the Trustee and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws
or is being made pursuant to the 1933 Act and such laws, which Opinion of
Counsel shall not be an expense of the Trustee or the Depositor and (ii) the
Trustee shall require a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as Exhibit G-1
and a certificate from such Certificateholder's prospective transferee
substantially in the form attached hereto either as Exhibit G-2A or as Exhibit
G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Depositor shall provide to
any Holder of a Private Certificate and any prospective transferees designated
by any such Holder, information regarding the related Certificates and the
Mortgage Loans and such other information as shall be necessary to satisfy the
condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such
certificate without registration thereof under the 1933 Act pursuant to the
registration exemption provided by Rule 144A. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
(e) No transfer of an ERISA Restricted Certificate shall be made
unless the transferee delivers to the Trustee either (i) a representation letter
in the form of Exhibit H from the transferee of such Certificate, which
representation letter shall not be an expense of the Depositor, the Trustee or
the Servicer, or (ii) in the case of any ERISA Restricted Certificate presented
for registration in the name of an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code, or any
federal, state or local law ("Similar Law") which is similar to ERISA or the
Code (collectively, a "Plan"), or a trustee or custodian of any of the
foregoing, an Opinion of Counsel in form and substance satisfactory to the
Trustee and the Servicer to the effect that the purchase or holding of such
ERISA Restricted Certificate by or on behalf of such Plan will not constitute or
result in a non-exempt prohibited transaction within the meaning of ERISA,
Section 4975 of the Code or Similar Law and will not subject the Trustee, the
Depositor or the Servicer to any obligation in addition to those undertaken in
this Agreement, which Opinion of Counsel shall not be an expense of the Trustee
or the Servicer. Any transferee of an ERISA Restricted Certificate that does not
comply with either clause (i) or (ii) of the preceding sentence will be deemed
to have made one of the representations set forth in Exhibit H. For purposes of
clause (i) of the second preceding sentence, such representation shall be deemed
to have been made to the Certificate Registrar by the acceptance by a
Certificate Owner of a Book-Entry Certificate of the beneficial interest in any
such Class of ERISA Restricted Certificates, unless the Certificate Registrar
shall have received from the transferee an alternative representation acceptable
in form and substance to the Depositor. Notwithstanding anything else to the
contrary herein, any purported transfer of an ERISA Restricted Certificate to or
on behalf of a Plan without the delivery to the Trustee and the Servicer of an
Opinion of Counsel satisfactory to the Trustee and the Servicer as described
above shall be void and of no effect.
Neither the Trustee nor the Certificate Registrar shall have any
liability for transfers of Book-Entry Certificates made through the book-entry
facilities of the Depository or between or among any Depository Participants or
Certificate Owners, made in violation of applicable restrictions. The Trustee
may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its Depository Participants and furnished by the
Depository Participants with respect to indirect participating firms and Persons
shown on the books of such indirect participating firms as direct or indirect
Certificate Owners.
To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of transfer of any ERISA Restricted Certificate that is in fact
not permitted by this Section 6.02 or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.
(f) Each Person who has or who acquires any Ownership Interest in
the Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions,
and the rights of each Person acquiring any Ownership Interest in the Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in the
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in the Residual
Certificate unless such Ownership Interest is a pro rata undivided
interest.
(iii) In connection with any proposed transfer of any Ownership
Interest in the Residual Certificate, the Trustee shall require delivery
to it, in form and substance satisfactory to it, of an affidavit in the
form of Exhibit I hereto from the proposed transferee.
(iv) Notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the
Trustee has actual knowledge that the proposed transferee is not a
Permitted Transferee, no transfer of any Ownership Interest in the
Residual Certificate to such proposed transferee shall be effected.
(v) No Ownership Interest in the Residual Certificate may be
purchased by or transferred to any Person that is not a U.S. Person,
unless (A) such Person holds the Residual Certificate in connection with
the conduct of a trade or business within the United States and furnishes
the transferor and the Trustee with an effective Internal Revenue Service
Form W-8ECI (or successor thereto) or (B) the transferee delivers to both
the transferor and the Trustee an Opinion of Counsel from a
nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the Residual Certificate
will not be disregarded for federal income tax purposes.
(vi) Any attempted or purported transfer of any Ownership Interest
in the Residual Certificate in violation of the provisions of this Section
6.02 shall be absolutely null and void and shall vest no rights in the
purported transferee. If any purported transferee shall, in violation of
the provisions of this Section 6.02, become a Holder of the Residual
Certificate, then the prior Holder of the Residual Certificate that is a
Permitted Transferee shall, upon discovery that the registration of
transfer of the Residual Certificate was not in fact permitted by this
Section 6.02, be restored to all rights as Holder thereof retroactive to
the date of registration of transfer of the Residual Certificate. The
Trustee shall be under no liability to any Person for any registration of
transfer of the Residual Certificate that is in fact not permitted by this
Section 6.02 or for making any distributions due on the Residual
Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of the Agreement so long as the
transfer was registered in accordance with this Section 6.02. The Trustee
shall be entitled to recover from any Holder of the Residual Certificate
that was in fact not a Permitted Transferee at the time such distributions
were made all distributions made on the Residual Certificate. Any such
distributions so recovered by the Trustee shall be distributed and
delivered by the Trustee to the prior Holder of the Residual Certificate
that is a Permitted Transferee.
(vii) If any Person other than a Permitted Transferee acquires any
Ownership Interest in the Residual Certificate in violation of the
restrictions in this Section 6.02, then the Trustee, based on information
provided to the Trustee by the Servicer, will provide to the Internal
Revenue Service, and to the Persons specified in Section 860E(e)(3) and
(6) of the Code, information needed to compute the tax imposed under
Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations. The expenses of the Trustee under this clause
(vii) shall be reimbursable by the Trust.
(viii) No Ownership Interest in the Residual Certificate shall be
acquired by a Plan or any Person acting on behalf of a Plan.
(g) No service charge shall be imposed for any transfer or exchange
of Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (b) there is delivered to the Trustee, the
Depositor and the Certificate Registrar such security or indemnity reasonably
satisfactory to each, to save each of them harmless, then, in the absence of
actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest but bearing a number not contemporaneously outstanding. Upon the
issuance of any new Certificate under this Section, the Trustee may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee and the Certificate Registrar) connected therewith.
Any duplicate Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.
Section 6.04 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicer, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Servicer,
the Trustee or the Certificate Registrar may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 5.01 and for all other purposes
whatsoever, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar or any agent of the Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the
Servicer. The Depositor and the Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Depositor and the Servicer herein. By way of
illustration and not limitation, the Depositor is not liable for the servicing
and administration of the Mortgage Loans, nor is it obligated by Section 8.01 to
assume any obligations of the Servicer or to appoint a designee to assume such
obligations, nor is it liable for any other obligation hereunder that it may,
but is not obligated to, assume unless it elects to assume such obligation in
accordance herewith.
Section 7.02 Merger or Consolidation of the Depositor or the
Servicer. The Depositor and the Servicer will each keep in full effect its
existence, rights and franchises as a separate entity under the laws governing
its organization, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
Any Person into which the Depositor or the Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Depositor or the Servicer shall be a party, or any Person succeeding
to the business of the Depositor or the Servicer, shall be the successor of the
Depositor or the Servicer, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that
(a) the successor or surviving Person to the Servicer shall be qualified to
service mortgage loans on behalf of Xxxxxx Xxx or Xxxxxxx Mac and (b) the
Servicer and such successor or surviving Person shall notify the Depositor and
the Trustee of any such merger, conversion or consolidation at least two
Business Days prior to the effective date thereof and shall provide the
Depositor and the Trustee with all information required by the Depositor to
comply with its reporting obligation under Item 6.02 of Form 8-K not later than
the effective date of such merger, conversion or consolidation.
Section 7.03 Limitation on Liability of the Depositor, the Servicer
and Others. None of the Depositor, the Servicer or any of the directors,
officers, employees or agents of the Depositor or of the Servicer shall be under
any liability to the Trust Estate or the Certificateholders for any action taken
or for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Servicer or any such Person against any
breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Servicer and any director,
officer, employee or agent of the Depositor or the Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Servicer
and any director, officer, employee or agent of the Depositor or the Servicer
shall be indemnified by the Trust Estate and held harmless against any loss,
liability or expense incurred in connection with any legal action relating to
this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. Neither of the Depositor nor the Servicer shall be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or the Servicer may in its discretion undertake any such action which
it may deem necessary or desirable in respect to this Agreement and the rights
and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Depositor and the Servicer shall be entitled to be
reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit
in the Servicer Custodial Account as provided by Section 3.11.
Section 7.04 Depositor and Servicer Not to Resign. Subject to the
provisions of Section 7.02, neither the Depositor nor the Servicer shall resign
from its respective obligations and duties hereby imposed on it except upon
determination that its duties hereunder are no longer permissible under
applicable law or, in the case of the Servicer, pursuant to Section 7.05. Any
such determination permitting the resignation of the Depositor or the Servicer
shall be evidenced by an Opinion of Counsel to such effect delivered to the
Trustee. No such resignation by the Servicer shall become effective until the
Trustee or a successor Servicer shall have assumed the Servicer's
responsibilities and obligations in accordance with Section 8.05 hereof.
Section 7.05 Assignment or Delegation of Duties by the Servicer. The
Servicer shall have the right to assign its rights and delegate its duties and
obligations hereunder; provided, however, that (i) the purchaser or transferee
accepting such assignment or delegation is qualified to service mortgage loans
for Xxxxxx Xxx or Xxxxxxx Mac, is satisfactory to the Trustee, in the exercise
of its reasonable judgment, and executes and delivers to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, which
contains an assumption by such purchaser or transferee of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by the Servicer hereunder from and after the date of such agreement;
and (ii) each applicable Rating Agency's rating of any Certificates in effect
immediately prior to such assignment, sale or transfer is not reasonably likely
to be qualified, downgraded or withdrawn as a result of such assignment, sale or
transfer and the Certificates are not reasonably likely to be placed on credit
review status by any such Rating Agency. In no case, however, shall any
permitted assignment and delegation relieve the Servicer of any liability to the
Trustee or the Depositor under this Agreement, incurred by it prior to the time
that the conditions contained in clauses (i) and (ii) above are met.
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default. If any one of the following events
("Events of Default") shall occur and be continuing:
(a) any failure by the Servicer to deposit amounts in the Servicer
Custodial Account in the amount and manner provided herein so as to enable the
Trustee to distribute to Holders of Certificates any payment required to be made
under the terms of such Certificates and this Agreement (other than the payments
required to be made under Section 3.20) which continues unremedied for a period
of five days; or
(b) failure on the part of the Servicer duly to observe or perform
in any material respect any other covenants or agreements of the Servicer set
forth in the Certificates or in this Agreement, which covenants and agreements
continue unremedied for a period of 30 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Servicer by the Trustee or the Depositor, or to the Servicer, the
Depositor and the Trustee by the Holders of Certificates evidencing Voting
Rights aggregating not less than 25% of all Certificates affected thereby; or
(c) the entry of a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings against the
Servicer, or for the winding up or liquidation of the Servicer's affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days; or
(d) the consent by the Servicer to the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings of or relating to the Servicer
or of or relating to substantially all of its property; or the Servicer shall
admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(e) the failure of the Servicer to remit any Periodic Advance
required to be remitted by the Servicer pursuant to Section 3.20 which failure
continues unremedied at 3:00 p.m. on the related Distribution Date;
then, and in each and every such case (other than the Event of Default described
in clause (e) hereof), so long as an Event of Default shall not have been
remedied by the Servicer, the Trustee may, and at the direction of the Holders
of Certificates evidencing Voting Rights aggregating not less than 51% of all
Certificates affected thereby shall, by notice then given in writing to the
Servicer (and to the Depositor), terminate all of the rights and obligations of
the Servicer under this Agreement. If an Event of Default described in clause
(e) hereof shall occur, the Trustee shall, by notice to the Servicer, terminate
all of the rights and obligations of the Servicer under this Agreement and in
and to the Mortgage Loans and proceeds thereof (other than the Servicer's right
to recovery of the aggregate Servicing Fees due prior to the date of termination
and other expenses and amounts advanced pursuant to the terms of this Agreement,
which rights the Servicer will retain under all circumstances) and the Trustee
or a successor Servicer appointed pursuant to Section 8.05 shall make the
Advance which the Servicer failed to make. On or after the receipt by the
Servicer of such written notice, all authority and power of the Servicer under
this Agreement, whether with respect to the Certificates or the Mortgage Loans
or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section 8.01, unless and until such time as the Trustee shall appoint a
successor Servicer pursuant to Section 8.05, and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement of the Mortgage Loans and related
documents, or otherwise, including, without limitation, the recordation of the
assignments of the Mortgage Loans to it. The Servicer agrees to cooperate with
the Trustee in effecting the termination of the responsibilities and rights of
the Servicer hereunder, including, without limitation, the transfer to the
Trustee for the administration by it of all cash amounts that have been
deposited by the Servicer in the Servicer Custodial Account or thereafter
received by the Servicer with respect to the Mortgage Loans. Upon obtaining
notice or knowledge of the occurrence of any Event of Default, the Person
obtaining such notice or knowledge shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency. All costs and expenses (including attorneys'
fees) incurred in connection with transferring the Mortgage Files to the
successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section 8.01 shall be paid by the predecessor
Servicer. Notwithstanding the termination of the Servicer pursuant hereto, the
Servicer shall remain liable for any causes of action arising out of any Event
of Default occurring prior to such termination.
Section 8.02 Remedies of Trustee. During the continuance of any
Event of Default, so long as such Event of Default shall not have been remedied,
the Trustee, in addition to the rights specified in Section 8.01, shall have the
right, in its own name as trustee of an express trust, to take all actions now
or hereafter existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of
the Certificateholders (including the institution and prosecution of all
judicial, administrative and other proceedings and the filing of proofs of claim
and debt in connection therewith). Except as otherwise expressly provided in
this Agreement, no remedy provided for by this Agreement shall be exclusive of
any other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of any
Event of Default.
Section 8.03 Directions by Certificateholders and Duties of Trustee
During Event of Default. During the continuance of any Event of Default, Holders
of Certificates evidencing Voting Rights aggregating not less than 25% of each
Class of Certificates affected thereby may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (a) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto, and (b) the
terminating of the Servicer or any successor Servicer from its rights and duties
as servicer hereunder) at the request, order or direction of any of the
Certificateholders, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; and, provided, further,
that, subject to the provisions of Section 9.01, the Trustee shall have the
right to decline to follow any such direction if the Trustee, based upon an
Opinion of Counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the non-assenting Certificateholders.
Section 8.04 Action upon Certain Failures of the Servicer and upon
Event of Default. In the event that the Trustee shall have actual knowledge of
any failure of the Servicer specified in Section 8.01(a) or (b) which would
become an Event of Default upon the Servicer's failure to remedy the same after
notice, the Trustee shall give notice thereof to the Servicer. If the Trustee
shall have knowledge of an Event of Default, the Trustee shall give prompt
written notice thereof to the Certificateholders.
Section 8.05 Trustee to Act; Appointment of Successor. (a) Within 90
days after the time the Servicer receives a notice of termination pursuant to
Section 8.01, the Trustee shall be the successor in all respects to the Servicer
in its capacity as servicer under this Agreement and the transactions set forth
or provided for herein and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Servicer by the terms and
provisions hereof or shall appoint a successor pursuant to Section 3.07.
Notwithstanding the foregoing (i) the parties hereto agree that the Trustee, in
its capacity as successor Servicer, immediately will assume all of the
obligations of the Servicer to make Advances, (ii) the Trustee in its capacity
as successor Servicer, shall not be responsible for the lack of information
and/or documents that it cannot obtain through reasonable efforts and (iii)
under no circumstances shall any provision of this Agreement be construed to
require the Trustee, acting in its capacity as successor to the Servicer in its
obligation to make Advances, to advance, expend or risk its own funds or
otherwise incur any financial liability in the performance of its duties
hereunder if it shall have reasonable grounds for believing that such funds are
non-recoverable. Subject to Section 8.05(b), as compensation therefor, the
Trustee shall be entitled to such compensation as the terminated Servicer would
have been entitled to hereunder if no such notice of termination had been given.
Notwithstanding the above, the Trustee may, if it shall be unwilling so to act,
or shall, if it is legally unable so to act, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution having a net worth of not less than $10,000,000 as the successor to
the terminated Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer hereunder; provided,
however, that any such institution appointed as successor Servicer shall not, as
evidenced in writing by each Rating Agency, adversely affect the then current
rating of any Class of Certificates immediately prior to the termination of the
terminated Servicer. The appointment of a successor Servicer shall not affect
any liability of the predecessor Servicer which may have arisen under this
Agreement prior to its termination as Servicer, nor shall any successor Servicer
be liable for any acts or omissions of the predecessor Servicer or for any
breach by the Servicer of any of its representations or warranties contained
herein or in any related document or agreement. Pending appointment of a
successor to the terminated Servicer hereunder, unless the Trustee is prohibited
by law from so acting, the Trustee shall act in such capacity as provided above.
The Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. All
Servicing Transfer Costs shall be paid by the predecessor Servicer upon
presentation of reasonable documentation of such costs, and if such predecessor
Servicer defaults in its obligation to pay such costs, such costs shall be paid
by the successor Servicer or the Trustee (in which case the successor Servicer
or the Trustee shall be entitled to reimbursement therefor from the assets of
the Trust).
(b) In connection with the appointment of a successor Servicer or
the assumption of the duties of the Servicer, as specified in Section 8.05(a),
the Trustee may make such arrangements for the compensation of such successor
out of the payments on the Mortgage Loans serviced by the predecessor Servicer
as it and such successor shall agree, not to exceed the Servicing Fee Rate.
(c) Any successor, including the Trustee, to the Servicer as
servicer shall during the term of its service as servicer maintain in force (i)
a policy or policies of insurance covering errors and omissions in the
performance of its obligations as servicer hereunder and (ii) a fidelity bond in
respect of its officers, employees and agents to the same extent as the Servicer
is so required pursuant to Section 3.03.
(d) The predecessor Servicer and successor Servicer shall notify the
Depositor and Trustee of any such appointment at least two Business Days prior
to the effective date thereof and shall provide the Depositor and the Trustee
with all information required by the Depositor to comply with its reporting
obligation under Item 6.02 of Form 8-K not later than the effective date of such
appointment.
Section 8.06 Notification to Certificateholders. Upon any
termination or appointment of a successor to the Servicer pursuant to this
Article VIII, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency.
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee. (a) The Trustee, prior to the
occurrence of an Event of Default and after the curing or waiver of all Events
of Default which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. In case an Event of
Default has occurred of which a Responsible Officer of the Trustee shall have
actual knowledge (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in its exercise as a reasonably prudent
investor would exercise or use under the circumstances in the conduct of such
investor's own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.
The Trustee is hereby directed to execute and deliver, on behalf of
the Trust, the Yield Maintenance Agreement on the Closing Date and to enforce
the obligations of the Counterparty under the Yield Maintenance Agreement
thereafter, including by exercising any right that the Trustee may have to
designate an "early termination date" under the Yield Maintenance Agreement upon
the occurrence of an "event of default" or a "termination event" thereunder.
Upon the occurrence of an "early termination date" under the Yield Maintenance
Agreement, and at the direction of the Depositor, the Trustee shall use
reasonable efforts to replace the Yield Maintenance Agreement with one that is
furnished by a replacement for the Counterparty acceptable to each Rating
Agency, and the Trustee shall hold in trust any amount that is paid to it by the
Counterparty in respect of any such "early termination date" and apply such
amount to the purchase of the related replacement. If any portion of such amount
cannot be so used (either because a replacement for the Yield Maintenance
Agreement is not available or such amount exceeds the amount necessary to
purchase such replacement), the Trustee shall deposit such portion in the
Reserve Fund. If such amount is insufficient to purchase a replacement for the
Yield Maintenance Agreement, the Trustee shall apply such amount to replace so
much of the Yield Maintenance Agreement as it is possible to replace with such
amount. If the Counterparty transfers its rights and obligations under the Yield
Maintenance Agreement to another party in accordance therewith or the Trustee
replaces the Yield Maintenance Agreement the with one that is furnished by a
replacement for the Counterparty acceptable to each Rating Agency in accordance
with this Agreement, then the Trustee shall execute and deliver the related
replacement for, or novation of, the Yield Maintenance Agreement.
Upon its receipt from the Sponsor of each "significance estimate" of
the Yield Maintenance Agreement pursuant to Section 3.08(i), the Trustee shall,
on the basis of such "significance estimate," calculate the Yield Maintenance
Agreement's "significance percentage" of the Class Certificate Balance of the
Class 5-A-1 Certificates as of the date of such "significance estimate." For the
avoidance of doubt, such "significance percentage" shall be a fraction,
expressed as a percentage, the numerator of which is such "significance
estimate" and the denominator of which is the Class Certificate Balance of the
Class 5-A-1 Certificates after distributions on the related Distribution Date.
Further, the Trustee shall determine as of such date whether such "significance
percentage" would require disclosure of financial information with respect to
the Counterparty in any report required to be filed with the Securities and
Exchange Commission pursuant to Section 3.22, and if it does, the Trustee shall
make a written request of the Counterparty for such information in accordance
with the Yield Maintenance Agreement not later than the second Business Day
after it receives the related "significance estimate." Upon its receipt of such
information, the Trustee shall include such information in the related report as
provided in Section 3.22.
(b) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own grossly
negligent failure to act or its own willful misfeasance; provided, however,
that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee by the Depositor or the Servicer and which on
their face, do not contradict the requirements of this Agreement;
(ii) The Trustee (in its individual capacity) shall not be
personally liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless it
shall be proved that the Trustee was grossly negligent in ascertaining the
pertinent facts;
(iii) The Trustee (in its individual capacity) shall not be
personally liable with respect to any action taken, suffered or omitted to
be taken by it in good faith in accordance with the direction of
Certificateholders as provided in Section 8.03;
(iv) The Trustee shall not be charged with knowledge of any default
(other than a default in payment to the Trustee) specified in clauses (a)
and (b) of Section 8.01 or an Event of Default under clauses (c), (d) and
(e) of Section 8.01 unless a Responsible Officer of the Trustee assigned
to and working in the Corporate Trust Office obtains actual knowledge of
such failure or event or any officer of the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the
Servicer, the Depositor or any Certificateholder; and
(v) Except to the extent provided in Section 8.05, no provision in
this Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance as successor
Servicer) or otherwise incur any personal financial liability in the
performance of any of its duties as Trustee hereunder, or in the exercise
of any of its rights or powers, if the Trustee shall have reasonable
grounds for believing that repayment of funds or adequate indemnity
against such risk or liability is not reasonably assured to it.
Section 9.02 Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 9.01:
(i) The Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer's
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby;
nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has not been
cured or waived), to exercise such of the rights and powers vested in it
by this Agreement, and to use the same degree of care and skill in their
exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing or waiving of all Events of Default which may have
occurred, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do by
Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or
liability or payment of such estimated expenses as a condition to so
proceeding; and
(vi) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys.
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the execution
of, and the authentication of the Certificates) shall be taken as the statements
of the Depositor or Servicer, as applicable, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Agreement or of the Certificates or any
Mortgage Loans save that the Trustee represents that, assuming due execution and
delivery by the other parties hereto, this Agreement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, subject, as to
enforcement of remedies, to applicable insolvency, receivership, moratorium and
other laws affecting the rights of creditors generally, and to general
principles of equity and the discretion of the court (regardless of whether
enforcement of such remedies is considered in a proceeding in equity or at law).
The Trustee shall not be accountable for the use or application by the Depositor
of funds paid to the Depositor in consideration of the assignment of the
Mortgage Loans hereunder by the Depositor, or for the use or application of any
funds paid to Subservicers or the Servicer in respect of the Mortgage Loans or
deposited into the Servicer Custodial Account, or any other account hereunder
(other than the Certificate Account) by the Servicer.
The Trustee shall at no time have any responsibility or liability
for or with respect to the legality, validity and enforceability of any Mortgage
or any Mortgage Loan, or the perfection and priority of any Mortgage or the
maintenance of any such perfection and priority or for or with respect to the
sufficiency of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation: the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon (other than if
the Trustee shall assume the duties of the Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the successor Servicer); the
validity of the assignment of any Mortgage Loan to the Trustee or of any
intervening assignment; the completeness of any Mortgage Loan; the performance
or enforcement of any Mortgage Loan (other than if the Trustee shall assume the
duties of the Servicer pursuant to Section 8.05 and thereupon only for the acts
or omissions of the Trustee as successor Servicer); the compliance by the
Depositor or the Servicer with any warranty or representation made under this
Agreement or in any related document or the accuracy of any such warranty or
representation; any investment of monies by or at the direction of the Servicer
or any loss resulting therefrom, it being understood that the Trustee shall
remain responsible for any Trust property that it may hold in its individual
capacity; the acts or omissions of any of the Depositor, the Servicer (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
8.05 and thereupon only for the acts or omissions of the Trustee as successor
Servicer), any Subservicer or any Mortgagor; any action of the Servicer (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
8.05 and thereupon only for the acts or omissions of the Trustee as successor
Servicer) or any Subservicer taken in the name of the Trustee; the failure of
the Servicer or any Subservicer to act or perform any duties required of it as
agent of the Trustee hereunder; or any action by the Trustee taken at the
instruction of the Servicer (other than if the Trustee shall assume the duties
of the Servicer pursuant to Section 8.05 and thereupon only for the acts or
omissions of the Trustee as successor Servicer); provided, however, that the
foregoing shall not relieve the Trustee of its obligation to perform its duties
under this Agreement, including, without limitation, the Trustee's review of the
Mortgage Files pursuant to Section 2.02. The Trustee shall file any financing or
continuation statement in any public office at any time required to maintain the
perfection of any security interest or lien granted to it hereunder.
Section 9.04 Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Trustee and may otherwise deal
with the Servicer, any Subservicer or any of their respective affiliates with
the same rights it would have if it were not the Trustee.
Section 9.05 Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be (a) an institution the deposits of which are
fully insured by the FDIC and (b) a corporation or banking association organized
and doing business under the laws of the United States of America or of any
State, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority and (c) with respect to
every successor trustee hereunder either an institution (i) the long-term
unsecured debt obligations of which are rated at least "A" by Fitch and at least
"A2" by Xxxxx'x or (ii) whose serving as Trustee hereunder would not result in
the lowering of the ratings originally assigned to any Class of Certificates.
The Trustee shall not be an affiliate of the Depositor or the Servicer. If such
corporation or banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 9.05, the combined
capital and surplus of such corporation or banking association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provision of this Section 9.05, the Trustee
shall resign immediately in the manner and with the effect specified in Section
9.06.
Section 9.06 Resignation and Removal of Trustee. The Trustee may at
any time resign and be discharged from the trust hereby created by giving
written notice thereof to the Servicer and mailing a copy of such notice to all
Holders of record. The Trustee shall also mail a copy of such notice of
resignation to each Rating Agency. Upon receiving such notice of resignation,
the Servicer shall use its best efforts to promptly appoint a mutually
acceptable successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and
shall have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 9.05 and shall fail to resign after written
request therefor by the Servicer, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Servicer
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor.
The Holders of Certificates evidencing not less than 50% of the
Voting Rights may at any time remove the Trustee by written instrument or
instruments delivered to the Servicer and the Trustee; the Servicer shall
thereupon use its best efforts to appoint a mutually acceptable successor
Trustee in accordance with this Section 9.06.
Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 9.06 shall
become effective upon acceptance of appointment by the successor Trustee as
provided in Section 9.07.
Section 9.07 Successor Trustee. Any successor Trustee appointed as
provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer
and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein. The predecessor Trustee shall duly assign, transfer,
deliver and pay over to the successor Trustee the whole of the Mortgage Files
and related documents and statements held by it hereunder, together with all
instruments of transfer and assignment or other documents properly executed as
may be reasonably required to effect such transfer and such of the records or
copies thereof maintained by the predecessor Trustee in the administration
hereof as may be reasonably requested by the successor Trustee and shall
thereupon be discharged from all duties and responsibilities under this
Agreement (other than pursuant to Section 3.19 hereunder). All costs associated
with the appointment of a successor Trustee shall be paid to the Person that
incurred them by the predecessor Trustee. Without limiting the predecessor
Trustee's obligation, if the predecessor Trustee fails to pay such costs, such
costs shall be reimbursed by the Trust; provided, however, that if the
predecessor Trustee has been terminated pursuant to the third paragraph of
Section 9.06, all reasonable expenses incurred in complying with this Section
9.07 shall be reimbursed by the Trust to the Person that incurred them.
No successor Trustee shall accept appointment as provided in this
Section 9.07 unless at the time of such appointment such successor Trustee shall
be eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee as provided in
this Section 9.07, the Servicer shall cooperate to mail notice of the succession
of such Trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register and to each Rating Agency. If the Servicer
fails to mail such notice within ten days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be mailed at
the expense of the Servicer.
The predecessor Trustee and successor Trustee shall notify the
Depositor of any such appointment at least two Business Days prior to the
effective date thereof and shall provide the Depositor with all information
required by the Depositor to comply with its reporting obligation under Item
6.02 of Form 8-K not later than the effective date of such appointment.
Section 9.08 Merger or Consolidation of Trustee. Any corporation or
banking association into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation or banking association
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation or banking association succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, if such corporation or banking association
is eligible under the provisions of Section 9.05, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that the
Trustee and such surviving Person shall notify the Depositor of any such merger,
conversion or consolidation and shall provide the Depositor with all information
required by the Depositor to comply with its reporting obligation under Item
6.02 of Form 8-K not later than the effective date of such merger, conversion or
consolidation.
Section 9.09 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any of the provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any Mortgaged
Property may at the time be located or for any other reason, the Servicer and
the Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Trustee as
co-trustee or separate trustee of all or any part of the Trust Estate, and to
vest in such Person or Persons, in such capacity, such title to the Trust
Estate, or any part thereof, and, subject to the other provision of this Section
9.09, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within ten days after the receipt by it of a request
to do so, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor Trustee under Section 9.05 and no notice to Holders
of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
be required under Section 9.07.
In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 9.09, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee. No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; provided, however, that no appointment
of a co-trustee or separate trustee hereunder shall relieve the Trustee of its
obligations hereunder.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall become incapable of acting, resign or be removed, or shall be adjudged
bankrupt or insolvent, or a receiver of its property shall be appointed, or any
public officer shall take charge or control of such trustee or co-trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
Section 9.10 Authenticating Agents. The Trustee may appoint one or
more authenticating agents ("Authenticating Agents") which shall be authorized
to act on behalf of the Trustee in authenticating Certificates. Initially, the
Authenticating Agent shall be Xxxxx Fargo Bank, N.A. Wherever reference is made
in this Agreement to the authentication of Certificates by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent must be acceptable to the
Servicer and must be a corporation or banking association organized and doing
business under the laws of the United States of America or of any state, having
a place of business in New York, New York, having a combined capital and surplus
of at least $15,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by federal or state authorities.
Any corporation or banking association into which any Authenticating
Agent may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which any Authenticating Agent shall be a party, or any
corporation or banking association succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Servicer. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Servicer. Upon receiving
a notice of resignation or upon such a termination, or in case, at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 9.10, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Servicer and shall mail notice of such appointment to all Certificateholders.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent.
Section 9.11 Trustee's Fees and Expenses. The Trustee, as
compensation for its activities hereunder, shall be entitled to receive on each
Distribution Date an amount equal to the Trustee Fee for such Distribution Date
pursuant to Section 5.02(a). The Trustee and any director, officer, employee or
agent of the Trustee shall be indemnified by the Trust and held harmless against
any loss, liability or expense (including reasonable attorney's fees) (a)
incurred in connection with any claim or legal action relating to (i) this
Agreement, (ii) the Certificates, or (iii) the performance of any of the
Trustee's duties hereunder, other than any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or gross negligence in the
performance of any of the Trustee's duties hereunder, (b) resulting from any tax
or information return which was prepared by, or should have been prepared by,
the Servicer and (c) arising out of the transfer of any ERISA Restricted
Certificate or Residual Certificate not in compliance with ERISA. Such indemnity
shall survive the termination of this Agreement or the resignation or removal of
the Trustee hereunder. Without limiting the foregoing, except as otherwise
agreed upon in writing by the Depositor and the Trustee, and except for any such
expense, disbursement or advance as may arise from the Trustee's gross
negligence, bad faith or willful misconduct, the Trust shall reimburse the
Trustee for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Agreement to the
extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii);
provided, however, that the Depositor and the Trustee intend to enter into a
separate agreement for custody-related services. Except as otherwise provided
herein, the Trustee shall not be entitled to payment or reimbursement for any
routine ongoing expenses incurred by the Trustee in the ordinary course of its
duties as Trustee, Certificate Registrar or Paying Agent hereunder or for any
other expenses.
Section 9.12 Appointment of Custodian. The Trustee may at any time
on or after the Closing Date, with the consent of the Depositor and the
Servicer, appoint one or more Custodians to hold all or a portion of the
Mortgage Files as agent for the Trustee, by entering into a custodial agreement
in a form acceptable to the Depositor and the Servicer. Subject to this Article
IX, the Trustee agrees to comply with the terms of each custodial agreement and
to enforce the terms and provisions thereof against the Custodian for the
benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $10,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File.
Notwithstanding the foregoing, to the extent the Trustee appoints
one or more Custodians with respect to more than 5% of the aggregate Pool Stated
Principal Balance, the Trustee shall cause such Custodian to prepare a separate
assessment and attestation report, as contemplated by Section 3.19 of this
Agreement and deliver such report to the Trustee as set forth in Section 3.22 of
this Agreement.
Section 9.13 Paying Agents. The Trustee may appoint one or more
Paying Agents (each, a "Paying Agent") which shall be authorized to act on
behalf of the Trustee in making withdrawals from the Certificate Account and
distributions to Certificateholders as provided in Section 3.08 and Section
5.02. Wherever reference is made in this Agreement to the withdrawal from the
Certificate Account by the Trustee, such reference shall be deemed to include
such a withdrawal on behalf of the Trustee by a Paying Agent. Initially, the
Paying Agent shall be Xxxxx Fargo Bank, N.A. Whenever reference is made in this
Agreement to a distribution by the Trustee or the furnishing of a statement to
Certificateholders by the Trustee, such reference shall be deemed to include
such a distribution or furnishing on behalf of the Trustee by a Paying Agent.
Each Paying Agent shall provide to the Trustee such information concerning the
Certificate Account as the Trustee shall request from time to time. Each Paying
Agent must be reasonably acceptable to the Servicer and must be a corporation or
banking association organized and doing business under the laws of the United
States of America or of any state, having (except in the case of the Trustee) a
principal office and place of business in New York, New York, having a combined
capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state
authorities.
Any corporation into which any Paying Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Paying Agent shall be
a party, or any corporation succeeding to the corporate agency business of any
Paying Agent, shall continue to be the Paying Agent, provided that such
corporation after the consummation of such merger, conversion, consolidation or
succession meets the eligibility requirements of this Section 9.13.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Servicer; provided that the Paying Agent
has returned to the Certificate Account or otherwise accounted, to the
reasonable satisfaction of the Trustee, for all amounts it has withdrawn from
the Certificate Account. The Trustee may, upon prior written approval of the
Servicer, at any time terminate the agency of any Paying Agent by giving written
notice of termination to such Paying Agent and to the Servicer. Upon receiving a
notice of resignation or upon such a termination, or in case at any time any
Paying Agent shall cease to be eligible in accordance with the provisions of the
first paragraph of this Section 9.13, the Trustee may appoint, upon prior
written approval of the Servicer, a successor Paying Agent, shall give written
notice of such appointment to the Servicer and shall mail notice of such
appointment to all Certificateholders. Any successor Paying Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Paying Agent. The Trustee shall remain liable
for any duties and obligations assumed by its appointed Paying Agent.
Section 9.14 Limitation of Liability. The Certificates are executed
by the Trustee, not in its individual capacity but solely as Trustee of the
Trust, in the exercise of the powers and authority conferred and vested in it by
this Agreement. Each of the undertakings and agreements made on the part of the
Trustee in the Certificates is made and intended not as a personal undertaking
or agreement by the Trustee but is made and intended for the purpose of binding
only the Trust.
Section 9.15 Trustee May Enforce Claims Without Possession of
Certificates. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such preceding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee. Any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursement and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Certificateholders in respect of which such
judgment has been recovered.
Section 9.16 Suits for Enforcement. In case an Event of Default or
other default by the Servicer or the Depositor hereunder shall occur and be
continuing, the Trustee, in its discretion, may proceed to protect and enforce
its rights and the rights of the Holders of Certificates under this Agreement by
a suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or
in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy, as the Trustee, being
advised by counsel, shall deem most effectual to protect and enforce any of the
rights of the Trustee and the Certificateholders.
Section 9.17 Waiver of Bond Requirement. The Trustee shall be
relieved of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust, or any part thereof, may be located that the
Trustee post a bond or other surety with any court, agency or body whatsoever.
Section 9.18 Waiver of Inventory, Accounting and Appraisal
Requirement. The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or
Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective
obligations and responsibilities of the Depositor, the Servicer and the Trustee
created hereby (other than the obligation of the Trustee to make certain
payments to Certificateholders after the Final Distribution Date and to send
certain notices as hereinafter set forth and the obligations of the Trustee
pursuant to Sections 5.04(b) and 5.05(b)) shall terminate upon the last action
required to be taken by the Trustee on the Final Distribution Date pursuant to
this Article X following the earlier of (a) the purchase by the Depositor of all
Mortgage Loans and all REO Property remaining in the Trust Estate at a price
equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage
Loan (other than any Mortgage Loan as to which REO Property has been acquired
and whose fair market value is included pursuant to clause (ii) below), (ii) the
fair market value of such REO Property, plus any Class Unpaid Interest Shortfall
for any Class of Certificates and Component Unpaid Interest Shortfall for any
Component as well as one month's interest at the related Mortgage Interest Rate
on the unpaid principal balance of each Mortgage Loan (including any Mortgage
Loan as to which REO Property has been acquired) and (iii) any Reimbursement
Amount owed to the Trust pursuant to Section 2.04 or (b) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan remaining in the Trust Estate or the disposition of all REO Property.
Regardless of the foregoing, in no event shall the Trust created
hereby continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the
United States to the Court of St. Xxxxx, living on the date hereof.
The right of the Depositor to repurchase all of the Mortgage Loans
is conditioned upon (A) the aggregate Stated Principal Balance of the Mortgage
Loans as of such Final Distribution Date being less than 10% of the aggregate
Cut-off Date Pool Principal Balance and (B) the sum of clauses (a)(i) and (ii)
of the second preceding paragraph being less than or equal to the aggregate fair
market value of the Mortgage Loans (other than any Mortgage Loan as to which REO
Property has been acquired) and the REO Properties; provided, however, that this
clause (B) shall not apply to any purchase by the Depositor if, at the time of
the purchase, the Depositor is no longer subject to regulation by the OCC, the
FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this
paragraph and the second preceding paragraph will be determined by the Depositor
as of the close of business on the third Business Day next preceding the date
upon which notice of any such termination is furnished to Certificateholders
pursuant to the fourth paragraph of this Article X. If such right is exercised,
the Trustee shall, promptly following payment of the purchase price, release to
the Depositor or its designee the Mortgage Files pertaining to the Mortgage
Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and for cancellation, shall be given promptly
by the Depositor (if exercising its right to purchase the assets of the Trust)
or by the Trustee (in any other case) by letter to Certificateholders mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying (1) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the
Trustee therein designated, (2) the amount of any such final payment and (3)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified. If the
Depositor is obligated to give notice to Certificateholders as aforesaid, it
shall give such notice to the Trustee and the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Depositor, the Depositor shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the amount necessary to make the amount, if any, on deposit in the
Certificate Account on the Final Distribution Date equal to the purchase price
for the related assets of the Trust computed as above provided together with a
statement as to the amount to be distributed on each Class of Certificates
pursuant to the next succeeding paragraph. Not less than five (5) Business Days
prior to the Final Distribution Date, the Trustee shall notify the Depositor of
the amount of any unpaid Reimbursement Amount owed to the Trust and the
Depositor shall deposit such amount in the Certificate Account not later than
the Business Day preceding the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders of each Class, in the order
set forth in Section 5.02 hereof, on the Final Distribution Date and in
proportion to their respective Percentage Interests, with respect to
Certificateholders of the same Class, an amount equal to (I) as to each Class of
Certificates, the Class Certificate Balance thereof plus (a) accrued interest
thereon in the case of an interest bearing Certificate and (b) the applicable PO
Deferred Amount with respect to the PO Components and the Class 5-PO
Certificates, and (II) as to the Class 5-A-R Certificate, the amounts, if any,
which remain on deposit (or are deemed to remain on deposit) in the Upper-Tier
Certificate Sub-Account, the Middle-Tier Certificate Sub-Account and the
Certificate Account, respectively (other than the amounts retained to meet
claims) after application pursuant to clause (I) above. An amount shall be
distributed in respect of interest and principal to the Uncertificated
Lower-Tier Interests and the Uncertificated Middle-Tier Interests in the same
manner as principal and interest are distributed to the Uncertificated
Lower-Tier Interests and the Middle-Tier Interests, respectively, as provided in
Section 5.02.
If all of the Certificateholders do not surrender their Certificates
for final payment and cancellation on or before the Final Distribution Date, the
Trustee shall on such date cause all funds in the Certificate Account not
distributed in final distribution to Certificateholders of such Group to
continue to be held by the Trustee in an Eligible Account for the benefit of
such Certificateholders and the Depositor (if it exercised its right to purchase
the assets of the Trust Estate) or the Trustee (in any other case) shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such Eligible Account.
Section 10.02 Additional Termination Requirements. (a) If the
Depositor exercises its purchase option as provided in Section 10.01, the Trust
shall be terminated in accordance with the following additional requirements,
unless the Trustee has received an Opinion of Counsel to the effect that the
failure of the Trust to comply with the requirements of this Section 10.02 will
not (i) result in the imposition of taxes on "prohibited transactions" of the
Trust as defined in Section 860F of the Code, or (ii) cause the Trust Estate to
fail to qualify as three separate REMICs at any time that any Certificates are
outstanding:
(i) within 90 days prior to the Final Distribution Date set forth in
the notice given by the Depositor under Section 10.01, the Trustee shall
sell all of the assets of the Trust Estate to the Depositor for cash; and
(ii) the notice given by the Depositor or the Trustee pursuant to
Section 10.01 shall provide that such notice constitutes the adopting of a
plan of complete liquidation of the Upper-Tier REMIC, the Middle-Tier
REMIC and the Lower-Tier REMIC as of the date of such notice (or, if
earlier, the date on which such notice was mailed to Certificateholders).
The Trustee shall also specify such date in the final tax returns of the
Upper-Tier REMIC, Middle-Tier REMIC and the Lower-Tier REMIC.
(b) By its acceptance of the Residual Certificate, the Holder
thereof hereby agrees to take such other action in connection with such plan of
complete liquidation as may be reasonably requested by the Depositor.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. This Agreement may be amended from time to
time by the Depositor, the Servicer and the Trustee without the consent of any
of the Certificateholders, (i) to cure any ambiguity or mistake, (ii) to correct
or supplement any provisions herein or therein which may be inconsistent with
any other provisions of this Agreement, any amendment to this Agreement or the
related Prospectus Supplement, (iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Upper-Tier REMIC, the Middle-Tier REMIC and the Lower-Tier REMIC as REMICs
at all times that any Certificates are outstanding or to avoid or minimize the
risk of the imposition of any tax on any REMIC pursuant to the Code that would
be a claim against the Trust Estate, provided that (a) the Trustee has received
an Opinion of Counsel to the effect that such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (b) such action shall not, as evidenced by such
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder, (iv) to change the timing and/or nature of deposits into
the Certificate Account (and deemed deposits into the Middle-Tier Certificate
Sub-Account and the Upper-Tier Certificate Sub-Account), provided, that (a) such
change shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder and (b) such change
shall not adversely affect the then-current rating of the Senior Certificates,
the Class B-1 Certificates, the Class B-2 Certificates, the Class B-3
Certificates, the Class B-4 Certificates or the Class B-5 Certificates, as
evidenced by a letter from each Rating Agency rating such Certificates to such
effect, and (v) to reduce the percentage of the aggregate Cut-off Date Pool
Principal Balance at which the Depositor will have the option to purchase all
the remaining Mortgage Loans in accordance with Section 10.01, provided that
such reduction is considered necessary by the Depositor, as evidenced by an
Officer's Certificate delivered to the Trustee, to preserve the treatment of the
transfer of the Mortgage Loans to the Depositor by the Seller or to the Trust by
the Depositor as sale for accounting purposes, and (vi) to make any other
provisions with respect to matters or questions arising under this Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder, provided that the amendment shall not be deemed to adversely
affect in any material respect the interests of the Certificateholders and no
Opinion of Counsel to that effect shall be required if the Person requesting the
amendment obtains a letter from each Rating Agency stating that the amendment
would not result in the downgrading or withdrawal of the respective ratings then
assigned to the Certificates.
This Agreement may also be amended from time to time by the
Depositor, the Servicer and the Trustee, with the consent of the Holders of
Certificates of each Class of Certificates which is affected by such amendment,
evidencing, as to each such Class of Certificates, Percentage Interests
aggregating not less than 66-2/3%, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of such Certificates;
provided, however, that no such amendment shall (A) reduce in any manner the
amount of, or delay the timing of, collections of payments on Mortgage Loans or
distributions which are required to be made on any Certificate without the
consent of the Holder of such Certificate or (B) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of the Holders of
all Certificates then Outstanding.
Prior to the solicitation of consent of Certificateholders in
connection with any such amendment, the party seeking such amendment shall
furnish the Trustee with an Opinion of Counsel to the effect that such amendment
would not subject any of the Upper-Tier REMIC, Middle-Tier REMIC or the
Lower-Tier REMIC to any tax or cause any of the Upper-Tier REMIC, the
Middle-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC.
Notwithstanding any other provision of this Agreement, the Trustee shall not
consent to any amendment to this Agreement unless it shall have first received
such Opinion of Counsel.
Promptly after the execution of any such amendment or consent the
Trustee shall furnish written notification of the substance of or a copy of such
amendment to each Certificateholder and to each Rating Agency.
It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable requirements as the Trustee may prescribe.
Section 11.02 Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer and at its expense on direction by the Trustee, who will act at the
direction of Holders of Certificates evidencing not less than 50% of all Voting
Rights, but only upon direction of the Trustee accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of default and of the continuance thereof, as provided herein, and unless also
the Holders of Certificates evidencing Percentage Interests aggregating not less
than 25% of each Class of Certificates affected thereby shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section 11.04 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE
CONFLICTS OF LAWS PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.05 Notices. All demands, notices, instructions,
directions, requests and communications required to be delivered hereunder shall
be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, (provided,
however, that notices to the Trustee may be delivered by facsimile and shall be
deemed effective upon receipt) to (a) in the case of the Depositor, Banc of
America Mortgage Securities, Inc., 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx
Xxxxxxxx 00000, Attention: General Counsel and Chief Financial Officer, (b) in
the case of the Servicer, Bank of America, National Association, 000 Xxxxxxxxxx
Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000-0000, Attention: Servicing Manager, with a
copy to: Bank of America, National Association, 000 Xxxxx Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: General Counsel and Chief Financial
Officer, (c) in the case of the Trustee, Xxxxx Fargo Bank, N.A., X.X. Xxx 00,
Xxxxxxxx, Xxxxxxxx 00000, Attention: BOALT, Series 2006-2, and for overnight
delivery purposes, Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000-0000, Attention: BOALT, Series 2006-2, with a copy to Xxxxx Fargo
Bank, N.A., Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, 00000,
Attention: BOALT, Series 2006-2, (d) in the case of Moody's, Xxxxx'x Investors
Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Residential Mortgage Monitoring Group and (e) in the case of Fitch, Fitch
Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Residential Mortgage Surveillance Group; or, as to each party, at such other
address as shall be designated by such party in a written notice to each other
party. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder receives such notice.
Section 11.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
Section 11.07 Certificates Nonassessable and Fully Paid. It is the
intention of the Trustee that Certificateholders shall not be personally liable
for obligations of the Trust Estate, that the beneficial ownership interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust Estate or for any reason whatsoever, and that Certificates
upon execution, authentication and delivery thereof by the Trustee pursuant to
Section 6.01 are and shall be deemed fully paid.
Section 11.08 Access to List of Certificateholders. The Certificate
Registrar will furnish or cause to be furnished to the Trustee, within 15 days
after the receipt of a request by the Trustee in writing, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment of
distributions to Certificateholders.
If three or more Certificateholders apply in writing to the Trustee,
and such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of a date more than 90 days prior to the date of
receipt of such applicants' request, the Trustee shall promptly request from the
Certificate Registrar a current list as provided above, and shall afford such
applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding such list, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 11.09 Recharacterization. The parties to this Agreement
intend the conveyance by the Depositor to the Trustee of all of its right, title
and interest in and to the Mortgage Loans pursuant to this Agreement to
constitute a purchase and sale and not a loan. Notwithstanding the foregoing, to
the extent that such conveyance is held not to constitute a sale under
applicable law, it is intended that this Agreement shall constitute a security
agreement under applicable law and that the Depositor shall be deemed to have
granted to the Trustee a first priority security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans.
Section 11.10 Insolvency. The Servicer, Depositor and Trustee shall
each notify the Depositor and the Trustee of any of the events enumerated in
Item 1.03 of Form 8-K with respect to any of the Servicer, Depositor or Trustee
at least two Business Days prior to the effective date thereof and shall provide
the Depositor and the Trustee with all information required by the Depositor to
comply with its reporting obligation under Item 1.03 of Form 8-K not later than
the effective date of any such event.
Section 11.11 Regulation AB Compliance; Intent of Parties;
Reasonableness. The parties hereto acknowledge that interpretations of the
requirements of Regulation AB may change over time, whether due to interpretive
guidance provided by the Securities and Exchange Commission or its staff,
consensus among participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agree to comply with requests made by the Depositor
in good faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB. In connection with the Trust, the
Servicer and the Trustee shall cooperate fully with the Depositor to deliver to
the Depositor (including its assignees or designees), any and all statements,
reports, certifications, records and any other information available to such
party and reasonably necessary in the good faith determination of the Depositor
to permit the Depositor to comply with the provisions of Regulation AB, together
with such disclosures relating to the Servicer and the Trustee, as applicable,
reasonably believed by the Depositor to be necessary in order to effect such
compliance.
IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have
caused this Agreement to be duly executed by their respective officers thereunto
duly authorized to be hereunto affixed, all as of the day and year first above
written.
BANC OF AMERICA MORTGAGE SECURITIES,
INC.,
as Depositor
By:
--------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Servicer
By:____________________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
XXXXX FARGO BANK, N.A.,
as Trustee
By:____________________________________
Name: Xxxxxxxx X. Xxxxxxxxxx
Title: Assistant Vice President
STATE OF MARYLAND )
) ss.:
COUNTY OF XXXXXX )
On the 27th day of February, 2006, before me, a notary public in and
for the State of Maryland, personally appeared Xxxxxxxx X. Xxxxxxxxxx, known to
me who, being by me duly sworn, did depose and say that she is a _______________
of Xxxxx Fargo Bank, N.A., a national banking association, one of the parties
that executed the foregoing instrument; and that she signed her name thereto by
order of the Board of Directors of such association.
-----------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
On the 27th day of February, 2006, before me, a notary public in and
for the State of North Carolina, personally appeared Xxxx Xxxxxx, known to me
who, being by me duly sworn, did depose and say that she is a Vice President of
Banc of America Mortgage Securities, Inc. a Delaware corporation, one of the
parties that executed the foregoing instrument; and that she signed her name
thereto by order of the Board of Directors of such corporation.
-----------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
On the 27th day of February, 2006, before me, a notary public in and
for the State of North Carolina, personally appeared Xxxxxxx X. Xxxxxxxx, known
to me who, being by me duly sworn, did depose and say that he is a Senior Vice
President of Bank of America, National Association, a national banking
association, one of the parties that executed the foregoing instrument; and that
he signed his name thereto by order of the Board of Directors of such
association.
-----------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
EXHIBIT A-1-CB-1
[FORM OF FACE OF CLASS 1-CB-1 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 1-CB-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 1-CB-1
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $51,314,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 2V 0
ISIN No.: US05948K2V06
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-2-CB-1
[FORM OF FACE OF CLASS 2-CB-1 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-CB-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 2-CB-1
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $90,220,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 2W 8
ISIN No.: US05948K2W88
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-3-CB-1
[FORM OF FACE OF CLASS 3-CB-1 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 3-CB-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 3-CB-1
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $75,638,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 05948K 3A 5
ISIN No.: US05948K3A59
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-4-CB-1
[FORM OF FACE OF CLASS 4-CB-1 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 4-CB-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 4-CB-1
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $58,238,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 05948K 3B 3
ISIN No.: US05948K3B33
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-CB-IO
[FORM OF FACE OF CLASS CB-IO CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class CB-IO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class CB-IO
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Notional Amount
of this Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $5,264,595.00
CUSIP No.: 05948K 3C 1
ISIN No.: US05948K3C16
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Banc of America Mortgage
Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement, dated February 27, 2006 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
For purposes of determining accrued interest, the Class CB-IO Certificates
will be deemed to consist of four Components which are not severable: the Class
1-CB-IO Component, the Class 2-CB-IO Component, the Class 3-CB-IO Component and
the Class 4-CB-IO Component (each, a "Component"). Interest will accrue on each
Component on its Component Notional Amount as of any Distribution Date at a per
annum rate equal to 6.000%.
This Class CB-IO Certificate is not entitled to any distributions with
respect to principal.
This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicer or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-CB-PO
[FORM OF FACE OF CLASS CB-PO CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class CB-PO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class CB-PO
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,170,897.00
CUSIP No.: 05948K 3D 9
ISIN No.: US05948K3D98
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
For the purposes of determining distributions in reduction of Class
Certificate Balance, the Class CB-PO Certificates will be deemed to consist of
four components which are not severable: the Class 1-CB-PO Component, the Class
2-CB-PO Component, the Class 3-CB-PO Component and the Class 4-CB-PO Component
(each, a "Component").
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
This Class CB-PO Certificate represents the right to receive principal
only.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-5-A-1
[FORM OF FACE OF CLASS 5-A-1 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND
CERTAIN OTHER PROPERTY.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $17,627,000.00
Pass-Through Rate: Floating
CUSIP No.: 05948K 3E 7
ISIN No.: US05948K3E71
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-5-A-2
[FORM OF FACE OF CLASS 5-A-2 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-2
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Notional
Amount of this
Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $17,627,000.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 05948K 3F 4
ISIN No.: US05948K3F47
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Banc of America Mortgage
Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement, dated February 27, 2006 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
This Class 5-A-2 Certificate is not entitled to any distributions with
respect to principal.
This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicer or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-5-A-3
[FORM OF FACE OF CLASS 5-A-3 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-3
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $13,777,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 3G 2
ISIN No.: US05948K3G20
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-5-A-4
[FORM OF FACE OF CLASS 5-A-4 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 5-A-3 CERTIFICATES WILL BE BORNE BY THE
CLASS 5-A-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-4
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,531,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 3H 0
ISIN No.: US05948K3H03
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-5-A-5
[FORM OF FACE OF CLASS 5-A-5 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-5
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-5
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $35,797,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 3J 6
ISIN No.: US05948K3J68
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-5-A-6
[FORM OF FACE OF CLASS 5-A-6 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-6
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-6
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,333,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 3K 3
ISIN No.: US05948K3K32
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-5-A-R
[FORM OF FACE OF CLASS 5-A-R CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-R
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN THREE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").
THIS CLASS 5-A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS RESIDUAL CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-A-R
evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of seven loan groups (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $100.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 3L 1
ISIN No.: US05948K3L15
THIS CERTIFIES THAT _________ is the registered owner of 100% Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust consisting of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Any distribution of the proceeds of any remaining assets of the
Certificate Account will be made only upon presentment and surrender of this
Class 5-A-R Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class 5-A-R Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class
5-A-R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 5-A-R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee; (ii) no Person shall acquire an
ownership interest in this Class 5-A-R Certificate unless such ownership
interest is a pro rata undivided interest; (iii) in connection with any proposed
transfer of this Class 5-A-R Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit in the form of
Exhibit I to the Pooling and Servicing Agreement; (iv) notwithstanding the
delivery of an affidavit by a proposed transferee under clause (iii) above, if a
Responsible Officer of the Trustee has actual knowledge that the proposed
transferee is not a Permitted Transferee, no transfer of any Ownership Interest
in this Residual Certificate to such proposed transferee shall be effected; (v)
this Residual Certificate may not be purchased by or transferred to any Person
that is not a U.S. Person, unless (A) such Person holds this Residual
Certificate in connection with the conduct of a trade or business within the
United States and furnishes the transferor and the Trustee with an effective
Internal Revenue Service Form W-8ECI (or any successor thereto) or (B) the
transferee delivers to both the transferor and the Trustee an Opinion of Counsel
from a nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of this Residual Certificate will not be
disregarded for federal income tax purposes; (vi) any attempted or purported
transfer of this Class 5-A-R Certificate in violation of the provisions of such
restrictions shall be absolutely null and void and shall vest no rights in the
purported transferee; and (vii) if any Person other than a Permitted Transferee
acquires the Class 5-A-R Certificate in violation of such restrictions, then the
Trustee, based on information provided to the Trustee by the Servicer, will
provide to the Internal Revenue Service, and to the Persons specified in Section
860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
under Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-5-IO
[FORM OF FACE OF CLASS 5-IO CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-IO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-IO
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Notional Amount
of this Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $5,556,109.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 3M 9
ISIN No.: US05948K3M97
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Banc of America Mortgage
Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement, dated February 27, 2006 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
This Class 5-IO Certificate is not entitled to any distributions with
respect to principal.
This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicer or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-5-PO
[FORM OF FACE OF CLASS 5-PO CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-PO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 5-PO
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $298,441.00
CUSIP No.: 05948K 3N 7
ISIN No.: US05948K3N70
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
This Class 5-PO Certificate represents the right to receive principal
only.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-6-A-1
[FORM OF FACE OF CLASS 6-A-1 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 6-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 6-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $39,800,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05948K 3P 2
ISIN No.: US05948K3P29
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-7-A-1
[FORM OF FACE OF CLASS 7-A-1 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 7-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 7-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $34,898,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05948K 3Q 0
ISIN No.: US05948K3Q02
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-15-IO
[FORM OF FACE OF CLASS 15-IO CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 15-IO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 15-IO
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Notional Amount
of this Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $1,940,983.00
CUSIP No.: 05948K 3R 8
ISIN No.: US05948K3R84
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Banc of America Mortgage
Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement, dated February 27, 2006 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
For purposes of determining accrued interest, the Class 15-IO Certificates
will be deemed to consist of two Components which are not severable: the Class
6-15-IO Component and the Class 7-15-IO Component (each, a "Component").
Interest will accrue on each Component on its Component Notional Amount as of
any Distribution Date at a per annum rate equal to 5.750%.
This Class CB-IO Certificate is not entitled to any distributions with
respect to principal.
This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicer or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-15-PO
[FORM OF FACE OF CLASS 15-PO CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 15-PO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class 15-PO
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $728,066.00
CUSIP No.: 05948K 3S 6
ISIN No.: US05948K3S67
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
For the purposes of determining distributions in reduction of Class
Certificate Balance, the Class 15-PO Certificates will be deemed to consist of
two components which are not severable: the Class 6-15-PO Component and the
Class 7-15-PO Component (each, a "Component").
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
This Class 15-PO Certificate represents the right to receive principal
only.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON
SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL
REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-1
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $8,455,000.00
Pass-Through Rate: Variable
CUSIP No.: 05948K 3T 4
ISIN No.: US05948K3T41
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON
SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL
REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-2
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,336,000.00
Pass-Through Rate: Variable
CUSIP No.: 05948K 3U 1
ISIN No.: US05948K3U14
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND THE CLASS B-1 AND CLASS B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON
SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL
REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-3
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,446,000.00
Pass-Through Rate: Variable
CUSIP No.: 05948K 3V 9
ISIN No.: US05948K3N96
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND THE CLASS B-1, CLASS B-2 AND CLASS B-3 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON
SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL
REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-4
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,780,000.00
Pass-Through Rate: Variable
CUSIP No.: 05948K 3W 7
ISIN No.: US05948K3W79
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND THE CLASS B-1, CLASS B-2, CLASS B-3 AND CLASS B-4 CERTIFICATES AS DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON
SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL
REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-5
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,334,000.00
Pass-Through Rate: Variable
CUSIP No.: 05948K 3X 5
ISIN No.: US05948K3X52
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND THE CLASS B-1, CLASS B-2, CLASS B-3, CLASS B-4 AND CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON
SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL
REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates, Series 2006-2
Class B-6
evidencing an interest in a Trust consisting primarily of seven loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,112,841.00
Pass-Through Rate: Variable
CUSIP No.: 05948K 3Y 3
ISIN No.: US05948K3Y36
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 27, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT C
[FORM OF REVERSE OF ALL CERTIFICATES]
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-2
Mortgage Pass-Through Certificates
This Certificate is one of a duly authorized issue of Certificates
designated as Banc of America Alternative Loan Trust 2006-2 Mortgage
Pass-Through Certificates, of the Series specified on the face hereof
(collectively, the "Certificates"), and representing a beneficial ownership
interest in the Trust created by the Pooling and Servicing Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Pooling and Servicing
Agreement or, except as expressly provided in the Pooling and Servicing
Agreement, subject to any liability under the Pooling and Servicing Agreement.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to the Pooling and Servicing Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties
evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Pooling and Servicing Agreement, a
distribution will be made on the 25th day of each calendar month (or, if such
day is not a Business Day, the next Business Day) (each, a "Distribution Date"),
commencing on the first Distribution Date specified on the face hereof, to the
Person in whose name this Certificate is registered at the close of business on
the applicable Record Date in an amount required pursuant to the Pooling and
Servicing Agreement. The Record Date applicable to each Distribution Date is the
last Business Day of the month next preceding the month of such Distribution
Date.
On each Distribution Date, the Trustee shall distribute out of the
Certificate Account to each Certificateholder of record on the related Record
Date (other than respecting the final distribution) (a) by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date
at the address appearing in the Certificate Register, or (b) upon written
request by the Holder of a Regular Certificate, by wire transfer or by such
other means of payment as such Certificateholder and the Trustee shall agree
upon, such Certificateholder's Percentage Interest in the amount to which the
related Class of Certificates is entitled in accordance with the priorities set
forth in Section 5.02 of the Pooling and Servicing Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentation and surrender of such Certificate to the Trustee as contemplated by
Section 10.01 of the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Trustee and the rights of the Certificateholders under the
Pooling and Servicing Agreement at any time by the Depositor, the Servicer and
the Trustee with the consent of the Holders of Certificates affected by such
amendment evidencing the requisite Percentage Interest, as provided in the
Pooling and Servicing Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Pooling and Servicing Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this Certificate
for registration of transfer at the Corporate Trust Office accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer, the Certificate Registrar and the Trustee and
any agent of the Depositor, the Servicer, the Certificate Registrar or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Servicer, the
Certificate Registrar, the Trustee or any such agent shall be affected by any
notice to the contrary.
On any Distribution Date on which the aggregate Stated Principal Balance
is less than 10% of the aggregate Cut-off Date Principal Balance, the Depositor
will have the option to repurchase, in whole, from the Trust all remaining
Mortgage Loans and all property acquired in respect of such Mortgage Loans at a
purchase price determined as provided in the Pooling and Servicing Agreement.
The 10% may be reduced by an amendment to the Pooling and Servicing Agreement
without Certificateholder consent under certain conditions set forth in the
Pooling and Servicing Agreement. In the event that no such optional repurchase
occurs, the obligations and responsibilities created by the Pooling and
Servicing Agreement will terminate upon the later of the maturity or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust or the disposition of all property in respect thereof and
the distribution to Certificateholders of all amounts required to be distributed
pursuant to the Pooling and Servicing Agreement. In no event shall the Trust
created by the Pooling and Servicing Agreement continue beyond the expiration of
21 years from the death of the last survivor of the descendants of Xxxxxx X.
Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx,
living on the date thereof.
Any term used herein that is defined in the Pooling and Servicing
Agreement shall have the meaning assigned in the Pooling and Servicing
Agreement, and nothing herein shall be deemed inconsistent with that meaning.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
XXXXX FARGO BANK, N.A.,
as Trustee
By
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the Pooling and Servicing
Agreement referenced herein.
XXXXX FARGO BANK, N.A.,
as Trustee
By
--------------------------------------
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
--------------------------------------------
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________ for the
account of ___________________, account number _________________________, or, if
mailed by check, to Applicable statements should be mailed to
_______________________
This information is provided by _____________, the assignee named above,
or , as its agent.
EXHIBIT D-1
MORTGAGE LOAN SCHEDULE
(LOAN GROUP 1)
Bank of America
[LOGO]
BOAALT 2006-02
Group 1:
Mortgage Schedule
Mortgage
Loan Property Loan Doc Original Interest
Number Type Occupancy Purpose Type LTV (%) Rate (%)
------------------------------------------------------------------------------------------------------------------------------------
3303074425 Condo Highrise Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 5.875
3303225779 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 53.84 6.25
3303311447 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 21.59 6
3303423234 Condo Highrise Investment (Non-Owner Occupied) Purchase Standard 80.00 6.375
3303447134 CL Investment (Non-Owner Occupied) Purchase Paper Saver 72.22 6.25
3303462661 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.61 5.875
3303496404 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 85.00 6.375
3303539161 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 45.77 6.5
3303564425 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 66.66 6.5
3303569465 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 79.81 6.5
3303580470 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 48.92 6.5
3303582369 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 49.04 6.5
3303589513 CL Investment (Non-Owner Occupied) Purchase Standard 80.00 6.25
3303591154 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 73.26 6.375
3303592384 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 28.51 6.5
3303599686 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 29.60 6.25
3303600914 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.125
3303624807 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.99 6.5
3303626661 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 55.63 6.375
3303634095 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 61.05 6.375
3303642460 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 64.57 6.25
3303646149 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 25.77 6.5
3303647378 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
3303647519 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 39.94 6
3303649952 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 45.89 5.875
3303651800 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 61.37 6.125
3303653335 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.5
3303654242 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.25
3303665917 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 57.14 6.5
3303667194 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.25
3303670313 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 70.44 6.375
3303671022 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.92 6.125
3303671899 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 56.18 6.375
3303672491 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 73.71 6.25
3303673275 Two Family Investment (Non-Owner Occupied) Purchase Standard 80.00 6.25
3303673846 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.5
3303676450 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00 6.25
3303678449 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 64.55 6
3303679819 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 57.56 6.375
3303681740 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 30.01 6
3303684892 Single Family Investment (Non-Owner Occupied) Purchase Standard 67.91 6.375
3303685444 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 32.27 5.875
3303690816 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.25
3303696474 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 43.82 6.375
3303698173 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 52.00 6.375
3303698900 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 73.88 6.375
3303700631 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 58.13 6.125
3303702553 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 67.46 6
3303704906 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 78.63 5.875
3303706067 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 50.10 6.125
3303707487 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.25
3303708337 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00 6.375
3303715415 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 46.55 6.25
3303716462 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 68.32 6.25
3303716918 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 60.86 6.25
3303717254 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 59.02 6.25
3303717486 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 64.97 6.25
3303717650 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 80.00 6.5
3303717759 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 57.40 6.25
3303717957 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.83 6.25
3303718138 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.5
3303718948 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 64.51 6.5
3303720977 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 88.83 6.375
3303724813 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 68.80 6
3303727329 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 88.83 6.375
3303727394 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 88.83 6.375
3303727451 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 88.83 6.375
3303727519 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 88.83 6.375
3303729754 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6
3303730331 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 77.09 6.25
3303766236 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 49.10 6.25
3303775005 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 43.43 5.875
3303778009 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.99 6.5
6002985718 Four Family Investment (Non-Owner Occupied) Purchase Standard 75.00 6.5
6008371707 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 30.70 5.75
6011144414 Single Family Investment (Non-Owner Occupied) Purchase DU 59.30 6.25
6011520548 Two Family Investment (Non-Owner Occupied) Purchase DU 60.00 6.25
6023427195 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.5
6033577153 CL Investment (Non-Owner Occupied) Purchase DU 79.98 6.5
6036207865 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 31.04 6.375
6039044109 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 55.55 6.5
6045902878 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 71.03 6.5
0000000000 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00 6.5
6082310605 Four Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 65.04 6.25
6082394179 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
0000000000 CL Investment (Non-Owner Occupied) Purchase Standard 80.00 6.5
6086345672 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout LP 69.88 6.375
6087916166 CL Investment (Non-Owner Occupied) Purchase DU 88.63 6.5
6091662210 CL Investment (Non-Owner Occupied) Purchase Standard 90.00 6.25
0000000000 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00 6.25
6099334465 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00 6.5
6100753778 Single Family Investment (Non-Owner Occupied) Purchase DU 74.99 6.25
6102102172 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout LP 80.00 5.875
6102285712 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 80.00 6.375
6115652999 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 40.00 6.375
6123642040 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 72.16 6.25
6124549681 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 58.07 6.125
6125226602 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00 6.375
0000000000 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 72.43 6.375
6126178042 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 63.49 6.125
0000000000 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 47.08 6.375
6132166387 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 49.16 6.5
6138446700 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00 6.375
6139496720 Three Family Investment (Non-Owner Occupied) Purchase No Ratio 74.83 6.375
6142022505 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 75.00 6.5
6142427381 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 80.00 6.5
6143796420 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 80.00 6.5
6143987417 CL Investment (Non-Owner Occupied) Purchase DU 75.00 6.5
6145848500 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 77.23 6.5
6148981704 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00 6.375
6149932482 Townhouse Investment (Non-Owner Occupied) Purchase Stated 80.00 6.5
6151689376 CL Investment (Non-Owner Occupied) Purchase Paper Saver 42.85 6
6156062546 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 65.21 6.375
6163069286 CL Investment (Non-Owner Occupied) Purchase Standard 74.99 6.25
6165095594 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00 6.375
0000000000 Three Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 67.68 6.375
6169209514 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 30.00 6.25
6170260779 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 45.71 6.25
6171115162 Condo Highrise Investment (Non-Owner Occupied) Purchase No Ratio 80.00 6.375
6174452539 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 47.46 6.5
6179229668 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00 6.375
6184588314 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 41.46 6.25
6187432155 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 52.36 6.5
6188755422 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 62.99 6.5
6192158464 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 48.50 6.5
0000000000 Single Family Investment (Non-Owner Occupied) Purchase Standard 76.58 5.875
6197010439 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 74.78 6.5
6197371229 Two Family Investment (Non-Owner Occupied) Purchase DU 80.00 6.25
6207175966 PUD Attached Investment (Non-Owner Occupied) Purchase Standard 90.00 6.5
6213084897 CL Investment (Non-Owner Occupied) Purchase Paper Saver 70.00 6.375
6225059663 Two Family Investment (Non-Owner Occupied) Purchase Standard 73.75 6.125
6230694678 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 70.00 6.375
6231340578 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 59.93 6.25
6231986933 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 67.30 5.75
6234015961 Condo Highrise Investment (Non-Owner Occupied) Purchase DU 16.74 6
6234191242 Single Family Investment (Non-Owner Occupied) Purchase LP 75.00 6.25
6243553374 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 53.90 6.125
6249667541 Condo Highrise Investment (Non-Owner Occupied) Purchase DU 51.38 6
6252166704 CL Investment (Non-Owner Occupied) Purchase DU 58.18 6.25
6257485919 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 66.25 6.375
6260069726 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 34.65 6.25
6265624525 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.125
6268028336 Four Family Investment (Non-Owner Occupied) Purchase Rapid 54.75 6.375
0000000000 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 67.31 6.5
6276436083 CL Investment (Non-Owner Occupied) Purchase DU 70.00 6.375
6277019839 CL Investment (Non-Owner Occupied) Purchase LP 80.00 6.25
0000000000 Four Family Investment (Non-Owner Occupied) Purchase Rapid 74.99 6.25
6291027479 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout LP 75.00 6.125
6291688304 Single Family Investment (Non-Owner Occupied) Purchase Standard 75.00 6.5
6299308426 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 79.72 6.25
6313280015 Four Family Investment (Non-Owner Occupied) Purchase DU 75.00 6.375
6324874517 PUD Detached Investment (Non-Owner Occupied) Purchase DU 79.99 6.125
6325906698 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00 6.375
6326450654 PUD Attached Investment (Non-Owner Occupied) Purchase Standard 90.00 6.5
6329282518 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 49.05 6.25
6334491435 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
6346281014 CL Investment (Non-Owner Occupied) Purchase DU 80.00 6.375
6349304672 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 70.00 6.375
6349739992 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 55.04 6.375
6359531974 Three Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 74.31 6.5
6361498121 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 78.50 6.5
6362268713 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 78.81 6.25
6363068054 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 80.00 6.375
6363388205 Two Family Investment (Non-Owner Occupied) Purchase Standard 80.00 6.5
6371553519 CL Investment (Non-Owner Occupied) Purchase DU 90.00 6.25
6371787455 Two Family Investment (Non-Owner Occupied) Purchase DU 80.00 6.25
6374857743 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 50.00 5.875
6383742308 PUD Attached Investment (Non-Owner Occupied) Purchase Standard 90.00 6.5
6385819989 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 49.51 6.25
6386480567 Single Family Investment (Non-Owner Occupied) Purchase LP 80.00 6.5
6388855337 PUD Attached Investment (Non-Owner Occupied) Purchase Standard 80.00 6.375
6389171643 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 70.00 6.25
6397470185 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 60.49 6.5
6402842105 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout LP 64.51 6.25
6405582153 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00 6.5
6405994804 CL Investment (Non-Owner Occupied) Purchase Standard 60.17 6.25
6413062529 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00 6.5
6413357416 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 53.46 6.375
6415342804 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 67.50 6.375
6419981136 Single Family Investment (Non-Owner Occupied) Purchase Stated 70.22 6
6425580203 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.5
6425761589 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 75.00 6.375
6434793417 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 72.97 6.5
6441015051 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 78.40 6.25
6443144297 Single Family Investment (Non-Owner Occupied) Purchase LP 80.00 6.5
6445990713 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 72.59 6.5
6447063204 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 70.00 5.75
6448341856 Four Family Investment (Non-Owner Occupied) Purchase Standard 74.87 6.25
0000000000 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 57.55 6.125
6455720141 PUD Detached Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 26.14 6.375
6457598834 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.99 6.5
6459090848 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
0000000000 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 43.73 6.5
6467052046 PUD Attached Investment (Non-Owner Occupied) Purchase Standard 90.00 6.5
6467069842 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 45.45 6.375
6469276346 CL Investment (Non-Owner Occupied) Purchase Standard 80.00 6.25
6482383756 PUD Detached Investment (Non-Owner Occupied) Purchase DU 80.00 6.375
6483528151 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 40.26 6.25
6490882625 Single Family Investment (Non-Owner Occupied) Purchase DU 65.25 6.125
0000000000 Two Family Investment (Non-Owner Occupied) Purchase Standard 64.44 6.25
6501029208 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 39.62 6.125
6502284570 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00 6.375
6503753664 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 67.93 6.375
6510547687 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 67.41 6.375
6511592435 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 70.00 6.375
6514129243 Townhouse Investment (Non-Owner Occupied) Purchase No Ratio 93.32 6.5
6516866388 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 75.00 6.5
6519139064 Townhouse Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 68.75 6.25
6521210549 PUD Detached Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 62.40 5.75
6527079161 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00 6.25
6528645929 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
6529219849 Condo Highrise Investment (Non-Owner Occupied) Purchase Standard 67.91 6.125
6538730091 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout LP 53.47 5.875
6539056363 Four Family Investment (Non-Owner Occupied) Purchase DU 75.00 6.5
6539209137 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 41.79 6.125
6540028799 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 57.16 6.375
6540209175 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00 6.5
6546747145 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.25
6548704631 Condo Highrise Investment (Non-Owner Occupied) Purchase DU 61.07 6.25
6548717161 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 66.66 6.5
6551238154 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 68.55 6.375
6553091577 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00 6.5
6559779589 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00 6.25
6561515948 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 75.00 6.375
6569194035 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 75.00 6.375
0000000000 CL Investment (Non-Owner Occupied) Purchase DU 80.00 6.5
6583916637 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 52.30 6.25
6589968962 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 49.34 6.375
0000000000 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00 6.5
6602100296 CL Investment (Non-Owner Occupied) Purchase DU 84.99 6.375
6603936912 PUD Detached Investment (Non-Owner Occupied) Refinance_No_Cash_Out No Ratio 61.14 6.5
6610526185 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 15.92 6.25
6610654201 Single Family Investment (Non-Owner Occupied) Purchase Standard 63.33 6
6612692282 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 30.30 6.5
6613009742 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 61.25 6.25
6616432222 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00 6
6617929499 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 60.86 6.5
6619030593 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 79.67 6.375
6640316649 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00 6.125
6641675498 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 60.22 6.5
6643204982 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00 6.25
6645574655 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 49.68 6.375
6645995256 CL Investment (Non-Owner Occupied) Purchase Standard 67.89 6.125
6648893946 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 79.99 6.25
6651069657 PUD Attached Investment (Non-Owner Occupied) Purchase Standard 90.00 6.5
6651297142 Single Family Investment (Non-Owner Occupied) Purchase Wholesale SISA 75.00 6.5
6658666174 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 52.79 6
6659431222 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
6663082920 Condo Highrise Investment (Non-Owner Occupied) Purchase Paper Saver 49.81 6.375
6671121538 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00 6.5
6674387243 Single Family Investment (Non-Owner Occupied) Purchase DU 75.00 6.5
6678482495 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 80.00 6.375
0000000000 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 65.29 6.5
6689052147 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
6689054622 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
6696381844 CL Investment (Non-Owner Occupied) Purchase LP 80.00 6.25
6710097038 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 66.06 6.125
6717971409 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00 6.5
6721532478 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00 6.5
6726096008 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 55.55 6.5
6726853804 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.25
6726929190 Two Family Investment (Non-Owner Occupied) Purchase DU 75.00 6.375
6729364668 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 51.72 5.75
0000000000 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 73.84 6.375
6747383609 Three Family Investment (Non-Owner Occupied) Purchase Standard 75.00 5.875
6748653802 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00 6.375
6762754189 CL Investment (Non-Owner Occupied) Purchase DU 63.99 6.25
6762967948 Two Family Investment (Non-Owner Occupied) Purchase Standard 80.00 6.25
6765740086 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 86.30 6.375
6765782047 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 43.73 6.5
0000000000 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.25
6780846488 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 60.06 6.375
6780955107 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 52.38 6.5
6782380601 Townhouse Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 73.86 6.5
6782927302 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 41.29 6.5
6787499471 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 61.05 5.875
6793374742 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00 6.375
6799912032 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00 6.5
6801217982 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 78.15 6.5
6813386577 PUD Detached Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 58.49 6.375
6818829381 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout LP 54.46 6.5
6824535857 PUD Attached Investment (Non-Owner Occupied) Purchase Standard 90.00 6.5
6825317255 CL Investment (Non-Owner Occupied) Purchase Paper Saver 75.00 6.25
6828680287 Four Family Investment (Non-Owner Occupied) Purchase DU 75.00 6.375
6829799284 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 66.21 6.375
6834052620 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 59.37 6.375
6840181173 Single Family Investment (Non-Owner Occupied) Purchase DU 76.57 5.875
6841648386 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 48.78 6.5
6844825031 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 69.23 6.25
6847352629 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 78.00 6.375
6848387582 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 56.17 6.25
6849603433 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 50.00 6.25
6852217998 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 60.00 6.25
6852496832 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 70.00 6.5
6855239718 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 64.92 6.5
6857420332 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.52 6.25
6866581942 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 69.90 6.375
6873198961 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 80.00 6.5
6876287217 CL Investment (Non-Owner Occupied) Purchase LP 78.88 6.375
6883944099 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00 6.25
6889796709 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 60.74 6.5
6892595759 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00 6.5
6898423303 Condo Highrise Investment (Non-Owner Occupied) Purchase DU 79.98 6.25
6902530960 PUD Detached Investment (Non-Owner Occupied) Purchase LP 80.00 6.375
6907026964 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 53.47 6.125
6909658319 CL Investment (Non-Owner Occupied) Purchase Paper Saver 64.51 6
6911831037 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 80.00 6.375
6912513675 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 75.00 6.5
6914457111 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 75.00 6.25
6917042928 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 65.52 6.5
6920935977 Single Family Investment (Non-Owner Occupied) Purchase Wholesale SISA 69.05 6.5
6923998527 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 89.99 6.5
6927561289 Condo Highrise Investment (Non-Owner Occupied) Purchase Paper Saver 74.89 6.25
6932457853 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 58.13 6.25
6934019107 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 23.01 6.5
6937609417 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 61.53 5.75
6937925011 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00 6.5
6944221230 Four Family Investment (Non-Owner Occupied) Purchase DU 65.15 6.5
6947294499 Two Family Investment (Non-Owner Occupied) Purchase DU 70.00 6.25
0000000000 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.31 6.375
6952523378 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 74.00 6.375
6969777900 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 66.66 6.375
6974361740 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 70.73 6.375
6983837086 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00 6.375
6984593274 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 78.26 6.375
6987081061 CL Investment (Non-Owner Occupied) Purchase LP 80.00 6.5
6988669591 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00 6.5
6992637345 Townhouse Investment (Non-Owner Occupied) Purchase DU 80.00 6
6996031784 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 51.01 5.625
6999667923 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 32.64 6.375
6999914101 Townhouse Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 47.43 6
Original First Original Monthly Remaining Scheduled
Loan Principal Payment Maturity Term Payment Current Closing Term Principal
Number Balance ($) Date Date (Months) ($) Due Date Date (months) Balance ($)
--------------------------------------------------------------------------------------------------------------------------------
3303074425 304000 2/1/2006 1/1/2036 360 1798.28 2/1/2006 12/16/2005 359 161928.56
3303225779 385000 12/1/2005 11/1/2035 360 2370.52 3/1/2006 10/31/2005 357 383697.31
3303311447 104300 12/1/2005 11/1/2035 360 625.34 3/1/2006 11/1/2005 357 103337.57
3303423234 147120 3/1/2006 2/1/2036 360 917.84 3/1/2006 1/23/2006 360 147120
3303447134 130000 2/1/2006 1/1/2036 360 800.44 2/1/2006 12/30/2005 359 129876.64
3303462661 108493.75 2/1/2006 1/1/2036 360 641.79 2/1/2006 12/28/2005 359 108383.13
3303496404 128775 2/1/2006 1/1/2036 360 803.39 2/1/2006 12/21/2005 359 128655.73
3303539161 103000 2/1/2006 1/1/2036 360 651.04 2/1/2006 12/27/2005 359 102906.88
3303564425 170000 3/1/2006 2/1/2036 360 1074.52 3/1/2006 1/11/2006 360 170000
3303569465 89824 3/1/2006 2/1/2036 360 567.75 3/1/2006 1/4/2006 360 89824
3303580470 97850 2/1/2006 1/1/2036 360 618.48 2/1/2006 12/30/2005 359 97761.54
3303582369 132412 2/1/2006 1/1/2036 360 836.94 2/1/2006 12/28/2005 359 132292.29
3303589513 111920 3/1/2006 2/1/2036 360 689.12 3/1/2006 1/6/2006 360 111920
3303591154 71070 2/1/2006 1/1/2036 360 443.39 2/1/2006 12/22/2005 359 71002.16
3303592384 100940 3/1/2006 2/1/2036 360 638.01 3/1/2006 1/10/2006 360 100940
3303599686 172301 3/1/2006 2/1/2036 360 1060.89 3/1/2006 1/17/2006 360 172301
3303600914 88000 2/1/2006 1/1/2036 360 534.7 2/1/2006 12/20/2005 359 87914.47
3303624807 65449 3/1/2006 2/1/2036 360 413.69 3/1/2006 1/6/2006 360 65449
3303626661 70651 3/1/2006 2/1/2036 360 440.78 3/1/2006 1/13/2006 360 70651
3303634095 134535 2/1/2006 1/1/2036 360 839.33 2/1/2006 12/22/2005 359 134410.39
3303642460 64577 3/1/2006 2/1/2036 360 397.62 3/1/2006 1/24/2006 360 64577
3303646149 100000 2/1/2006 1/1/2036 360 632.07 3/1/2006 12/27/2005 359 99909.6
3303647378 121600 2/1/2006 1/1/2036 360 758.63 3/1/2006 12/16/2005 359 121487.37
3303647519 103055 2/1/2006 1/1/2036 360 617.87 2/1/2006 12/23/2005 359 102952.41
3303649952 179000 2/1/2006 1/1/2036 360 1058.86 3/1/2006 12/28/2005 359 178817.49
3303651800 220935 3/1/2006 2/1/2036 360 1342.43 3/1/2006 1/5/2006 360 220935
3303653335 71200 3/1/2006 2/1/2036 360 450.04 3/1/2006 1/10/2006 360 71200
3303654242 55920 3/1/2006 2/1/2036 360 344.31 3/1/2006 1/13/2006 360 55920
3303665917 100000 3/1/2006 2/1/2036 360 632.07 3/1/2006 1/3/2006 360 100000
3303667194 94400 2/1/2006 1/1/2036 360 581.24 2/1/2006 12/29/2005 359 94310.43
3303670313 153155 2/1/2006 1/1/2036 360 955.49 2/1/2006 12/28/2005 359 153013.15
3303671022 93000 2/1/2006 1/1/2036 360 565.08 2/1/2006 12/28/2005 359 92909.61
3303671899 309000 3/1/2006 2/1/2036 360 1927.76 3/1/2006 1/6/2006 360 308999
3303672491 57500 3/1/2006 2/1/2036 360 354.04 3/1/2006 1/4/2006 360 57500
3303673275 58400 3/1/2006 2/1/2036 360 359.58 3/1/2006 1/17/2006 360 58400
3303673846 126400 3/1/2006 2/1/2036 360 798.94 3/1/2006 1/12/2006 360 126400
3303676450 94500 3/1/2006 2/1/2036 360 581.86 3/1/2006 1/17/2006 360 94500
3303678449 209800 3/1/2006 2/1/2036 360 1257.86 3/1/2006 1/10/2006 360 209797
3303679819 184197 2/1/2006 1/1/2036 360 1149.15 2/1/2006 12/27/2005 359 184026.4
3303681740 156095 3/1/2006 2/1/2036 360 935.87 3/1/2006 1/3/2006 360 156095
3303684892 127000 3/1/2006 2/1/2036 360 792.32 3/1/2006 1/23/2006 360 127000
3303685444 145230 3/1/2006 2/1/2036 360 859.1 3/1/2006 1/10/2006 360 145230
3303690816 116000 2/1/2006 1/1/2036 360 714.24 2/1/2006 12/28/2005 359 115889.93
3303696474 61800 3/1/2006 2/1/2036 360 385.56 3/1/2006 1/3/2006 360 61800
3303698173 130007 3/1/2006 2/1/2036 360 811.08 3/1/2006 1/19/2006 360 130007
3303698900 192095 3/1/2006 2/1/2036 360 1198.43 3/1/2006 1/18/2006 360 192095
3303700631 250000 3/1/2006 2/1/2036 360 1519.03 3/1/2006 1/10/2006 360 250000
3303702553 77250 3/1/2006 2/1/2036 360 463.16 3/1/2006 1/17/2006 360 77250
3303704906 92000 3/1/2006 2/1/2036 360 544.22 3/1/2006 1/11/2006 360 92000
3303706067 70000 3/1/2006 2/1/2036 360 425.33 3/1/2006 1/9/2006 360 70000
3303707487 152000 3/1/2006 2/1/2036 360 935.9 3/1/2006 1/20/2006 360 152000
3303708337 112000 3/1/2006 2/1/2036 360 698.74 3/1/2006 1/18/2006 360 112000
3303715415 41200 3/1/2006 2/1/2036 360 253.68 3/1/2006 1/13/2006 360 41197
3303716462 159000 3/1/2006 2/1/2036 360 979 3/1/2006 1/17/2006 360 159000
3303716918 210000 3/1/2006 2/1/2036 360 1293.01 3/1/2006 1/17/2006 360 210000
3303717254 135000 3/1/2006 2/1/2036 360 831.22 3/1/2006 1/17/2006 360 135000
3303717486 141000 3/1/2006 2/1/2036 360 868.17 3/1/2006 1/17/2006 360 141000
3303717650 104000 3/1/2006 2/1/2036 360 657.36 3/1/2006 1/19/2006 360 104000
3303717759 155000 3/1/2006 2/1/2036 360 954.37 3/1/2006 1/17/2006 360 155000
3303717957 128432 3/1/2006 2/1/2036 360 790.78 3/1/2006 1/17/2006 360 128432
3303718138 182400 3/1/2006 2/1/2036 360 1152.9 3/1/2006 1/18/2006 360 182400
3303718948 100000 3/1/2006 2/1/2036 360 632.07 3/1/2006 1/18/2006 360 99992
3303720977 136800 3/1/2006 2/1/2036 360 853.46 3/1/2006 1/25/2006 360 136800
3303724813 75000 3/1/2006 2/1/2036 360 449.67 3/1/2006 1/11/2006 360 74992
3303727329 136800 3/1/2006 2/1/2036 360 853.46 3/1/2006 1/25/2006 360 136800
3303727394 136800 3/1/2006 2/1/2036 360 853.46 3/1/2006 1/25/2006 360 136800
3303727451 136800 3/1/2006 2/1/2036 360 853.46 3/1/2006 1/25/2006 360 136800
3303727519 136800 3/1/2006 2/1/2036 360 853.46 3/1/2006 1/25/2006 360 136800
3303729754 116000 3/1/2006 2/1/2036 360 695.48 3/1/2006 1/13/2006 360 116000
3303730331 70157 3/1/2006 2/1/2036 360 431.97 3/1/2006 1/14/2006 360 70157
3303766236 88394 3/1/2006 2/1/2036 360 544.26 3/1/2006 1/13/2006 360 88394
3303775005 105116 3/1/2006 2/1/2036 360 621.81 3/1/2006 1/20/2006 360 105115
3303778009 366799 3/1/2006 2/1/2036 360 2318.42 3/1/2006 1/25/2006 360 366799
6002985718 132000 3/1/2006 2/1/2036 360 834.33 3/1/2006 1/4/2006 360 132000
6008371707 368500 12/1/2005 11/1/2035 360 2150.47 2/1/2006 11/2/2005 357 367340.24
6011144414 583000 3/1/2006 2/1/2036 360 3589.64 3/1/2006 1/23/2006 360 583000
6011520548 77400 2/1/2006 1/1/2036 360 476.57 3/1/2006 12/21/2005 359 77326.55
6023427195 80000 2/1/2006 1/1/2036 360 505.66 2/1/2006 12/22/2005 359 79927.67
6033577153 101500 3/1/2006 2/1/2036 360 641.55 3/1/2006 1/24/2006 360 101500
6036207865 128200 11/1/2005 10/1/2035 360 799.81 2/1/2006 9/12/2005 356 127721.21
6039044109 300000 2/1/2006 1/1/2036 360 1896.21 3/1/2006 12/23/2005 359 299718.3
6045902878 168000 2/1/2006 1/1/2036 360 1061.88 2/1/2006 12/23/2005 359 167848.12
0000000000 272000 2/1/2006 1/1/2036 360 1719.23 2/1/2006 12/28/2005 359 271754.1
6082310605 560000 3/1/2006 2/1/2036 360 3448.02 3/1/2006 1/18/2006 360 560000
6082394179 136000 3/1/2006 2/1/2036 360 848.47 3/1/2006 1/10/2006 360 136000
0000000000 106400 3/1/2006 2/1/2036 360 672.53 3/1/2006 1/6/2006 360 106400
6086345672 355000 3/1/2006 2/1/2036 360 2214.74 3/1/2006 1/11/2006 360 355000
6087916166 195000 3/1/2006 2/1/2036 360 1232.54 3/1/2006 1/11/2006 360 195000
6091662210 138591 3/1/2006 2/1/2036 360 853.33 3/1/2006 1/19/2006 360 138591
0000000000 377600 1/1/2006 12/1/2035 360 2324.95 3/1/2006 11/17/2005 358 376881.57
6099334465 79200 3/1/2006 2/1/2036 360 500.6 3/1/2006 1/20/2006 360 79200
6100753778 369350 1/1/2006 12/1/2035 360 2274.16 4/1/2006 11/14/2005 358 368647.25
6102102172 60400 3/1/2006 2/1/2036 360 357.29 3/1/2006 1/12/2006 360 60400
6102285712 100000 12/1/2005 11/1/2025 240 738.24 2/1/2006 10/3/2005 237 99375.72
6115652999 232000 2/1/2006 1/1/2036 360 1447.38 3/1/2006 12/30/2005 359 231785.12
6123642040 216500 2/1/2006 1/1/2036 360 1333.03 2/1/2006 12/28/2005 359 216294.57
6124549681 75500 3/1/2006 2/1/2036 360 458.75 3/1/2006 1/20/2006 360 75500
6125226602 180000 3/1/2006 2/1/2036 360 1122.97 3/1/2006 1/24/2006 360 180000
0000000000 67000 3/1/2006 2/1/2036 360 418 3/1/2006 1/25/2006 360 67000
6126178042 600000 3/1/2006 2/1/2036 360 3645.67 3/1/2006 1/6/2006 360 600000
0000000000 190700 3/1/2006 2/1/2036 360 1189.72 3/1/2006 1/20/2006 360 190700
6132166387 177000 2/1/2006 1/1/2036 360 1118.77 3/1/2006 12/23/2005 359 176758.75
6138446700 108000 2/1/2006 1/1/2036 360 673.78 3/1/2006 12/30/2005 359 107899.97
6139496720 89356 3/1/2006 2/1/2036 360 557.47 3/1/2006 1/20/2006 360 89356
6142022505 56250 2/1/2006 1/1/2036 360 355.54 2/1/2006 12/20/2005 359 56199.15
6142427381 126400 3/1/2006 2/1/2036 360 798.94 3/1/2006 1/19/2006 360 126400
6143796420 280000 2/1/2006 1/1/2036 360 1769.8 3/1/2006 12/29/2005 359 279746.87
6143987417 88500 2/1/2006 1/1/2036 360 559.39 3/1/2006 1/3/2006 359 88419.99
6145848500 95000 12/1/2005 11/1/2035 360 600.47 2/1/2006 11/1/2005 357 94740.94
6148981704 142800 2/1/2006 1/1/2036 360 890.89 3/1/2006 12/29/2005 359 142667.74
6149932482 64000 3/1/2006 2/1/2036 360 404.53 3/1/2006 1/20/2006 360 64000
6151689376 75000 3/1/2006 2/1/2036 360 449.67 3/1/2006 1/13/2006 360 75000
6156062546 375000 12/1/2005 11/1/2035 360 2339.52 2/1/2006 10/31/2005 357 373952.46
6163069286 83062 3/1/2006 2/1/2036 360 511.43 3/1/2006 1/13/2006 360 83062
6165095594 123120 3/1/2006 2/1/2036 360 768.11 3/1/2006 1/25/2006 360 123120
0000000000 181400 2/1/2006 1/1/2036 360 1131.7 2/1/2006 1/5/2006 359 181231.99
6169209514 108000 2/1/2006 1/1/2036 360 664.98 3/1/2006 12/28/2005 359 107897.52
6170260779 72000 3/1/2006 2/1/2036 360 443.32 3/1/2006 1/19/2006 360 72000
6171115162 117520 3/1/2006 2/1/2036 360 733.18 3/1/2006 1/9/2006 360 117520
6174452539 375000 3/1/2006 2/1/2036 360 2370.26 3/1/2006 1/9/2006 360 375000
6179229668 139500 2/1/2006 1/1/2036 360 870.3 2/1/2006 12/29/2005 359 139370.79
6184588314 136000 3/1/2006 2/1/2036 360 837.38 3/1/2006 1/4/2006 360 133956.97
6187432155 221000 3/1/2006 2/1/2036 360 1396.88 3/1/2006 1/19/2006 360 221000
6188755422 90234 2/1/2006 1/1/2036 360 570.35 2/1/2006 12/29/2005 359 90152.42
6192158464 110500 2/1/2006 1/1/2036 360 698.44 3/1/2006 12/30/2005 359 110400.1
0000000000 163500 2/1/2006 1/1/2036 360 967.17 2/1/2006 12/27/2005 359 163333.3
6197010439 87500 2/1/2006 1/1/2036 360 553.06 3/1/2006 12/30/2005 359 87420.9
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Loan Credit Appraisal Sales
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6996031784 691 452000 0
6999667923 783 919000 0
6999914101 768 336000 0
Loan Count: 331
Scheduled PB
as February 1, 2006: $54,011,938.46
Unpaid PB W/A: $163,178.06
W/A Interest Rate: 6.30%
W/A Remaining Term: 359.5 months
EXHIBIT D-2
MORTGAGE LOAN SCHEDULE
(LOAN GROUP 2)
Bank of America
[LOGO]
BOAALT 2006-02
Group 2:
Mortgage Schedule
Loan Property Loan Doc Original Mortgage Interest
Number Type Occupancy Purpose Type LTV (%) Rate (%)
--------------------------------------------------------------------------------------------------------------------------------
3301445452 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
3302401678 Single Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.5
3302635804 PUD Detached Primary (Owner Occupied) Purchase No Ratio 82.75 5.875
3302712538 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 6.25
3303011757 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 85.10 6.25
3303030427 Single Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.25
3303166601 CL Primary (Owner Occupied) Purchase Standard 80.00 6.25
3303261493 Single Family Secondary (Owner Occupied) Purchase No Ratio 51.72 6.125
3303402089 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
3303438554 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
3303483196 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
3303498335 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 54.82 5.75
3303515872 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
3303554509 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 49.70 5.875
3303573624 CL Primary (Owner Occupied) Purchase Standard 80.00 6
3303582229 Single Family Primary (Owner Occupied) Purchase Rapid 80.00 6.5
3303591691 PUD Detached Primary (Owner Occupied) Refinance_No_Cash_Out Stated 93.66 6.25
3303597359 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
3303601201 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
3303624922 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.375
3303629079 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 63.08 6.25
3303632313 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 44.76 6.375
3303634103 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00 5.875
3303652303 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 45.42 5.75
3303653897 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
3303669828 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
3303670925 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.375
3303674034 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 47.52 5.75
3303675718 Single Family Primary (Owner Occupied) Purchase Standard 80.00 5.875
3303676526 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 93.15 6.5
3303680320 Single Family Secondary (Owner Occupied) Purchase No Ratio 80.00 6.5
3303680544 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.25
3303684942 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.125
3303685493 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 80.00 6.125
3303688901 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 21.99 5.75
3303695302 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.90 6.375
3303704013 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 55.53 6.375
3303704179 Two Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 41.60 6.375
3303705572 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00 5.75
3303709228 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.25
3303717718 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
3303719771 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 50.27 6.375
3303738086 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
3303739167 Two Family Primary (Owner Occupied) Purchase No Ratio 61.50 6.25
3303739308 Two Family Primary (Owner Occupied) Purchase No Ratio 68.41 6.25
3303749885 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 41.19 6.5
3303775211 PUD Detached Primary (Owner Occupied) Purchase Rapid 79.79 6.125
3303780369 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 39.00 5.5
0000000000 CL Primary (Owner Occupied) Purchase Standard 80.00 6.25
6003316392 Single Family Primary (Owner Occupied) Purchase Stated 80.00 6.25
6004700867 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00 6.25
6009069862 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.25
6009096915 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.375
0000000000 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Standard 80.00 6.25
6013490385 Single Family Primary (Owner Occupied) Purchase Stated 74.75 6.25
6013730947 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00 6.25
6014087180 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
6019835724 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 36.14 6.5
6021050478 Condo Highrise Secondary (Owner Occupied) Purchase Standard 80.00 6.25
6021295842 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Standard 79.45 6.5
6028156369 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 55.51 6.5
6028240643 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
6031573402 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
0000000000 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 6.5
6033916237 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6034119732 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 72.34 6.25
6037251870 Single Family Secondary (Owner Occupied) Purchase Stated 80.00 6.25
6038811037 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 80.00 6.25
0000000000 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.125
6044319140 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 74.40 6.25
6048792797 Single Family Primary (Owner Occupied) Purchase Stated 80.00 6.25
6048811050 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 31.17 6.25
6049602201 Single Family Primary (Owner Occupied) Purchase Stated 90.00 6.125
6050541330 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 6.25
0000000000 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.25
0000000000 CL Primary (Owner Occupied) Purchase Standard 80.00 6
6055631714 Single Family Primary (Owner Occupied) Purchase Stated 94.11 6.375
6056932640 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 78.86 6.375
6057477967 Two Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 80.00 6.125
6063072976 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6068075750 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.125
6074087823 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
0000000000 Single Family Primary (Owner Occupied) Purchase Standard 80.00 5.875
6074598928 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
6075814860 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.125
6076834362 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
6079830896 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 41.86 6.25
6080476556 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
6080764829 CL Secondary (Owner Occupied) Purchase Stated 74.99 6.5
6083682580 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
6083761111 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 86.02 6.5
6087077530 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
6092330924 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6095797228 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.84 6.25
6097953365 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.58 5.875
0000000000 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 49.94 6.25
6104138471 PUD Attached Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00 6.125
6104634529 PUD Attached Primary (Owner Occupied) Purchase Standard 80.00 6.5
6108305209 Single Family Primary (Owner Occupied) Purchase Stated 58.82 6.125
6110655971 Single Family Primary (Owner Occupied) Purchase DU 79.99 6.5
6112615064 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.125
6112859530 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6112941577 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.5
6117062197 Single Family Secondary (Owner Occupied) Purchase Stated 63.63 6.5
0000000000 Single Family Primary (Owner Occupied) Purchase Stated 80.00 6.375
6123484641 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6125414588 CL Primary (Owner Occupied) Purchase Standard 80.00 6.375
6126288247 Single Family Primary (Owner Occupied) Purchase No Ratio 44.24 5.875
6126686184 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
6127876875 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 79.68 6.125
6130397943 Single Family Primary (Owner Occupied) Purchase Standard 80.00 5.75
6134397816 PUD Attached Primary (Owner Occupied) Purchase DU 80.00 6.5
6135756127 Two Family Primary (Owner Occupied) Purchase No Ratio 76.92 5.875
6141844586 Townhouse Primary (Owner Occupied) Refinance_Equity_Takeout Stated 57.89 6.375
6143781919 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6148162388 CL Primary (Owner Occupied) Refinance_Equity_Takeout Stated 79.05 6.375
6148719229 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.00 5.875
6155175976 Condo Highrise Primary (Owner Occupied) Purchase Standard 80.00 6.25
6156567031 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.5
6163857821 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00 6.25
6170046335 CL Primary (Owner Occupied) Refinance_No_Cash_Out Stated 87.14 6.375
6173291813 PUD Detached Primary (Owner Occupied) Refinance_No_Cash_Out Stated 76.45 6.5
0000000000 Single Family Primary (Owner Occupied) Purchase Stated 79.86 6.25
6174599172 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.375
6175583712 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
6176719067 CL Primary (Owner Occupied) Purchase Standard 80.00 6.375
6177593784 PUD Detached Primary (Owner Occupied) Purchase No Ratio 66.85 6.375
6177731954 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 75.00 6.5
6181999837 CL Secondary (Owner Occupied) Purchase Standard 66.66 5.875
6182746658 Single Family Primary (Owner Occupied) Purchase DU 79.99 6.125
6182828423 Single Family Primary (Owner Occupied) Purchase Standard 79.99 5.875
6183357745 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.25
6189599647 Single Family Primary (Owner Occupied) Purchase Standard 79.97 6.375
6190550233 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.25
6191146577 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00 6.375
6192825500 Single Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.375
6194846652 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout No Ratio 63.48 6.5
6199035434 Single Family Primary (Owner Occupied) Purchase Standard 75.90 6.5
6199566321 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 6.125
6202045941 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 33.52 6.25
6204735663 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.25
6205355842 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 6.25
6210272156 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 6.25
6215226082 Condo Highrise Primary (Owner Occupied) Purchase Standard 80.00 6.375
6219188502 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
0000000000 Single Family Primary (Owner Occupied) Purchase Stated 80.00 6.125
6221303578 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.25
6226156161 PUD Detached Primary (Owner Occupied) Purchase DU 80.00 6.5
0000000000 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
6231074094 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6231644748 Single Family Primary (Owner Occupied) Purchase Standard 80.00 5.875
6235349708 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
6237785958 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.5
6238679937 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.87 6.375
6242676085 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00 6.5
6248063833 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.125
6251509458 Single Family Primary (Owner Occupied) Purchase Standard 79.99 6.375
6252255614 CL Primary (Owner Occupied) Purchase Standard 80.00 6.5
6258785978 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 6.25
6259630827 Single Family Primary (Owner Occupied) Purchase Stated 80.00 6.25
6261466699 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.375
0000000000 Single Family Primary (Owner Occupied) Construction_Permanent Stated 66.98 6.375
0000000000 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6270891549 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.5
6274294336 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.5
6275689302 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 80.00 5.875
6277787641 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
6279801358 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6285085632 PUD Detached Primary (Owner Occupied) Purchase Standard 75.83 6.5
6286148009 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.125
6292047104 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.25
6298164572 Townhouse Primary (Owner Occupied) Purchase DU 80.00 6.25
6303462128 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.375
6304070847 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 6.5
6304371757 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.375
6306021491 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.125
6306327617 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 60.00 6.25
0000000000 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
6310369951 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 74.00 6.375
6311537994 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 64.22 5.75
0000000000 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 66.66 6
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6448736055 Single Family Primary (Owner Occupied) Purchase Standard 103.0 6.125
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6827365823 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6830768633 Single Family Primary (Owner Occupied) Purchase Standard 58.33 6.375
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6844561842 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 24.07 6.5
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6851767720 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
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6852977997 Two Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.56 6
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6863270754 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 79.28 6.5
6865665431 Single Family Primary (Owner Occupied) Purchase Standard 80.00 5.875
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6868413573 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6868997880 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
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6881621673 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6
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6886052312 Single Family Primary (Owner Occupied) Purchase Stated 75.00 6.375
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6894504221 Single Family Primary (Owner Occupied) Purchase Stated 80.00 6.5
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6903429238 Single Family Primary (Owner Occupied) Purchase Standard 80.00 5.875
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6911950696 Single Family Primary (Owner Occupied) Purchase Stated 90.00 6.375
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6930406555 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 74.13 6.5
6930708083 Two Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 77.72 6.125
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6938974059 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 77.85 6.375
6939532476 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.25
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6941134212 Single Family Primary (Owner Occupied) Purchase Stated 56.89 6.5
6945636873 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6
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6959770949 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 69.98 6.375
6962514656 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.125
6964793464 Two Family Primary (Owner Occupied) Purchase No Ratio 80.00 6.375
6966093863 PUD Detached Primary (Owner Occupied) Purchase Standard 80.00 5.875
6966989961 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6969427365 PUD Detached Primary (Owner Occupied) Purchase DU 80.00 6.125
6970952526 Single Family Primary (Owner Occupied) Purchase Stated 79.33 5.875
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6971684722 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.5
6975685865 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
6980198698 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 80.00 6.125
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6983823581 Single Family Primary (Owner Occupied) Refinance_No_Cash_Out Stated 75.44 6.375
6987716856 Single Family Primary (Owner Occupied) Purchase DU 80.00 6.125
6991951945 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6
6992040920 Single Family Primary (Owner Occupied) Refinance_Equity_Takeout Stated 61.48 6.5
6996386386 Single Family Primary (Owner Occupied) Purchase Standard 80.00 6.375
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6997699852 Single Family Primary (Owner Occupied) Purchase Standard 100.0 6.375
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Original
Loan Principal First Payment Maturity Original Monthly Current Closing Remaining
Number Balance ($) Date Date Term (Months) Payment ($) Due Date Date Term (Months)
--------------------------------------------------------------------------------------------------------------------------
3301445452 413652 12/1/2005 11/1/2035 360 2580.66 2/1/2006 10/25/2005 357
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6911950696 178034.95 767 198000 198000
6913408347 144000 757 182000 180000
6919701463 383950.18 780 545000 481250
6920488316 164647.36 760 208000 206000
6923321621 112400 687 140900 140500
6924169987 124681.58 788 176000 156000
6925924489 417000 690 610000 0
6927805397 136000 681 170000 0
6930406555 341000 733 460000 0
6930708083 171000 694 220000 0
6933744762 131880.67 710 169000 165000
6937668397 35965.84 733 45000 45000
6938974059 217758.09 702 280000 0
6939532476 164800 755 206000 206000
6940982306 65539.24 691 90000 82000
6941134212 330000 670 600000 580000
6945636873 127200 731 159000 159000
6949013574 129600 747 166000 162000
6949590621 119600 779 195000 0
6953506422 363173.32 712 550000 0
6954919640 363100 759 479000 0
6959770949 133206.3 746 192000 0
6962514656 119883.36 764 164500 150000
6964793464 140000 659 177000 175000
6966093863 124672.76 733 156000 156950
6966989961 388000 753 530000 485000
6969427365 122219.03 760 155000 153000
6970952526 382819.71 691 485000 484000
6971103798 108299.6 712 145000 135500
6971684722 138320 667 174000 172900
6975685865 121200 752 155000 151500
6980198698 312800 683 391000 0
6980477803 398512.53 683 500000 500000
6983823581 339500 715 450000 0
6987716856 157979.3 804 198000 198000
6991951945 367264.93 754 475000 460000
6992040920 192489.69 716 313700 0
6996386386 149600 800 187000 187000
6996888472 277000 682 670000 0
6997699852 44000 815 60000 44000
6999575712 163980 685 208000 204976
Loan Count: 496
Scheduled PB
as February 1, 2006: $95,366,148.84
Unpaid PB W/A: $192,270.46
W/A Interest Rate: 6.27%
W/A Remaining Term: 356.3 months
EXHIBIT D-3
MORTGAGE LOAN SCHEDULE
(LOAN GROUP 3)
Bank of America
[LOGO]
BOAALT 2006-02
Group 3:
Mortgage Schedule
Loan Property Loan Doc Original
Number Type Occupancy Purpose Type LTV (%)
--------------------------------------------------------------------------------------------------------------------
3302545110 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 52.06
3303077568 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303237048 CL Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303413714 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 41.33
3303421345 Two Family Investment (Non-Owner Occupied) Purchase Standard 90.00
3303452548 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 57.88
3303456895 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 86.59
3303463545 CL Investment (Non-Owner Occupied) Purchase Standard 80.00
3303467389 CL Investment (Non-Owner Occupied) Purchase Standard 80.00
3303491751 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 52.07
3303532885 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 68.06
3303534881 PUD Attached Investment (Non-Owner Occupied) Purchase Standard 45.45
3303537579 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 74.99
3303542751 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 69.82
3303561439 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 49.54
3303567824 Condo Highrise Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 53.69
3303568095 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 57.67
3303569903 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 78.57
3303571750 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 66.47
3303577245 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303589026 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303590297 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 51.83
3303593929 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 66.20
3303593937 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303597813 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303603124 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 38.54
3303605160 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303605962 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 47.78
3303606838 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 62.42
3303609402 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
3303609618 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 74.07
3303609915 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303612828 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 48.07
3303616761 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 60.68
3303618023 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
3303618064 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 62.37
3303619815 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 12.17
3303628394 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 70.00
3303629376 CL Investment (Non-Owner Occupied) Purchase Paper Saver 76.92
3303629558 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 79.99
3303637494 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303638187 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 80.00
3303638435 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303639961 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 63.63
3303640688 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 67.48
3303643542 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303643799 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 44.98
3303646982 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 63.02
3303647154 PUD Attached Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 56.42
3303647444 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00
3303647675 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 69.62
3303651909 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303655405 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 59.00
3303656478 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 39.28
3303657393 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 76.00
3303659712 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 89.00
3303659969 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 28.47
3303660785 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 55.19
3303663664 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
3303664894 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 80.00
3303666667 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303667491 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 34.13
3303667939 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 62.34
3303670156 Townhouse Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 80.00
3303672103 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 42.94
3303674166 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 44.78
3303675155 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 84.30
3303675635 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.78
3303676955 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 41.10
3303678811 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
3303679272 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303680346 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
3303680791 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303681013 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 63.89
3303681476 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 78.47
3303681898 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303682565 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 80.00
3303684447 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
3303686020 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 70.00
3303686145 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 16.83
3303686368 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 62.55
3303687911 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
3303691483 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 76.47
3303691905 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303693364 CL Investment (Non-Owner Occupied) Purchase Paper Saver 58.13
3303694354 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303694909 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 22.75
3303695401 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 30.42
3303696425 Three Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 24.27
3303697241 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 78.24
3303697860 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 66.66
3303698314 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303699452 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
3303699478 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 74.23
3303700474 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 67.45
3303700912 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 74.34
3303701738 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
3303703338 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 78.47
3303705465 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303705648 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303706125 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 54.86
3303706323 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
3303707933 Two Family Investment (Non-Owner Occupied) Purchase Standard 80.00
3303709723 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303710978 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 74.07
3303711323 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 51.73
3303719854 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
3303723096 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 69.94
3303723245 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 67.69
3303723526 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 47.40
3303735132 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 48.49
3303736502 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
3303750214 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 32.77
3303756294 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 25.57
3303765295 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 64.72
3303767614 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 61.72
3303767630 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 77.03
3303777969 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 74.63
3303778728 CL Investment (Non-Owner Occupied) Purchase Paper Saver 81.35
3303788941 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 10.20
6000731346 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6001295259 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6002425087 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6003369912 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 77.84
6005951220 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 67.98
6013205957 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 69.76
6016071455 Two Family Investment (Non-Owner Occupied) Purchase Stated 57.89
6016208917 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 77.31
6018020161 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.91
6021995540 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6023864389 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 77.88
6027630117 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6028560727 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 46.66
6028567516 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 90.00
6028972765 PUD Detached Investment (Non-Owner Occupied) Purchase DU 79.98
6029648380 CL Investment (Non-Owner Occupied) Purchase Wholesale SISA 75.00
6033367068 Two Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6033580132 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 28.57
6034902533 Four Family Investment (Non-Owner Occupied) Purchase Standard 3.949
6037027098 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 80.00
6037523542 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6038892540 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6039943243 Single Family Investment (Non-Owner Occupied) Purchase Wholesale SISA 75.00
6042622636 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6043113007 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6046718257 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 65.00
6047411381 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 33.54
6051336946 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 75.76
6055421223 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 59.95
6058522142 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6066206498 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6066703262 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6069022769 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 80.00
6070052805 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6070143034 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6070812042 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 73.62
6072835587 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 30.60
6072893123 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6074840262 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6077511407 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6086375158 CL Investment (Non-Owner Occupied) Purchase Paper Saver 89.99
6086465272 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 55.30
6095727647 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 64.00
6096930406 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 60.34
6103050628 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6103124019 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 29.46
6104756520 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6106316554 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6106659011 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6107204726 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 67.02
6109549953 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 70.19
6109747599 CL Investment (Non-Owner Occupied) Purchase Paper Saver 89.99
6111881477 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 34.93
6115438753 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout LP 80.00
6117012317 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6121522285 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6122759340 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.90
6122975250 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 79.43
6123625334 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 79.95
6125427838 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 36.93
6125552148 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 79.84
6128043962 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6128744502 Two Family Investment (Non-Owner Occupied) Purchase DU 70.00
6131656834 CL Investment (Non-Owner Occupied) Purchase Paper Saver 89.99
6132278638 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6132684926 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 42.49
6132807766 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out LP 80.00
6133068079 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 89.99
6133534054 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6133903358 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6135662713 Condo Highrise Investment (Non-Owner Occupied) Purchase Stated 80.00
6136725733 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.99
6139675349 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 70.00
6140238897 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out All Ready Home 35.89
6140694396 Four Family Investment (Non-Owner Occupied) Purchase Standard 37.50
6143840913 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 80.00
6145434897 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6147337106 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6148265090 Townhouse Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 64.94
6150090345 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 79.48
6156524602 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 61.23
6157456556 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 55.16
6159218665 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6159555017 Single Family Investment (Non-Owner Occupied) Purchase Standard 76.27
6160942071 CL Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6162300427 Two Family Investment (Non-Owner Occupied) Purchase Standard 32.13
6162644063 Four Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 75.00
6170090481 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6171849117 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 80.00
6172709419 Four Family Investment (Non-Owner Occupied) Purchase DU 75.00
6173331296 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 80.00
6174364148 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6174615184 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 73.97
6175206314 CL Investment (Non-Owner Occupied) Purchase Paper Saver 89.99
6177796650 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6179833741 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 87.30
6181042265 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 80.00
6183925301 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6187515975 Single Family Investment (Non-Owner Occupied) Purchase Standard 74.25
6190839610 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6191498762 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 54.28
6192043278 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 75.00
6193720817 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 72.99
6194759723 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 62.72
6195079972 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 64.00
6199108686 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6200535943 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 75.00
6205365304 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 89.99
6205837526 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6208108099 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6211072290 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6216114691 Single Family Investment (Non-Owner Occupied) Purchase Standard 74.98
6219430581 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6220729757 Four Family Investment (Non-Owner Occupied) Purchase Stated 75.00
6222861475 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.32
6225313896 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6226353776 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6229445645 CL Investment (Non-Owner Occupied) Purchase Standard 78.30
6231408417 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6233883401 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 74.13
6237388621 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 67.87
6239612895 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6240030178 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6241619359 Two Family Investment (Non-Owner Occupied) Purchase Stated 79.99
6242014519 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 75.00
6244324155 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6246643263 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 80.00
6247867333 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6248198811 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6248484187 Single Family Investment (Non-Owner Occupied) Purchase Stated 74.98
6248603794 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6249886307 Three Family Investment (Non-Owner Occupied) Purchase Standard 75.00
6250518617 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 54.16
6252753105 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 58.00
6253080151 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 75.40
6253453127 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 67.96
6253868746 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6254201459 Single Family Investment (Non-Owner Occupied) Purchase DU 70.00
6255498880 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 61.60
6255688506 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6256186666 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 73.84
6259403423 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6260397416 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 70.00
6261156225 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 31.30
6264235901 CL Investment (Non-Owner Occupied) Purchase DU 80.00
6269398274 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 33.81
6269830169 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6271999440 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6275311030 Single Family Investment (Non-Owner Occupied) Purchase No Ratio 75.00
6276725832 Four Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 32.08
6276781009 Two Family Investment (Non-Owner Occupied) Purchase DU 80.00
6277801780 CL Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6277807431 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6277984446 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6280140721 PUD Detached Investment (Non-Owner Occupied) Purchase Stated 80.00
6281787165 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 66.66
6282050621 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6283574157 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 70.00
6284087621 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6287866328 CL Investment (Non-Owner Occupied) Purchase Stated 80.00
6289863323 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 84.73
6290271052 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 80.00
6290360913 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 61.53
6291208566 PUD Attached Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 60.21
6291557541 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6292007934 Condo Highrise Investment (Non-Owner Occupied) Purchase Paper Saver 25.31
6294480055 Four Family Investment (Non-Owner Occupied) Purchase Standard 75.00
6296889733 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 61.58
6303640996 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6304076638 Two Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6306157139 PUD Detached Investment (Non-Owner Occupied) Purchase Stated 80.00
6307355237 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 49.38
6308602215 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6314894061 Single Family Investment (Non-Owner Occupied) Purchase Stated 70.00
6316809810 PUD Detached Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 53.43
6318086649 Two Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6318771893 Condo Highrise Investment (Non-Owner Occupied) Purchase DU 72.15
6320206763 CL Investment (Non-Owner Occupied) Purchase Paper Saver 89.99
6325637830 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 72.94
6326982110 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 4.617
6327185796 Two Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6328805731 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6329666116 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6336360836 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6339658483 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 79.99
6340116950 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6340329348 Two Family Investment (Non-Owner Occupied) Purchase DU 80.00
6340346540 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 63.00
6345848896 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6346047886 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 80.00
6347631571 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6348576734 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 70.00
6349442621 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6349623089 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6350998297 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 69.79
6355154458 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6355887016 PUD Detached Investment (Non-Owner Occupied) Purchase Stated 80.00
6357376588 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 53.58
6357909818 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6358977764 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6362432822 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6364614625 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 47.80
6365176962 Single Family Investment (Non-Owner Occupied) Purchase DU 74.97
6370625516 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 71.00
6375579502 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6376064470 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 24.00
6377727190 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.90
6378152935 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6380739216 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6380958949 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6385160681 Townhouse Investment (Non-Owner Occupied) Purchase Stated 80.00
6386553397 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6386584707 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6388249846 PUD Attached Investment (Non-Owner Occupied) Purchase DU 89.94
6388455773 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6389121705 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 79.71
6400080955 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6402532011 Townhouse Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 57.05
6406032695 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6406439163 Single Family Investment (Non-Owner Occupied) Purchase No Ratio 75.00
6407600151 PUD Attached Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 79.16
6408149059 PUD Attached Investment (Non-Owner Occupied) Purchase Stated 80.00
6413989382 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6414836806 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6416132543 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 72.84
6418152044 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00
6419741803 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6419905465 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 57.61
6420485408 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6422044716 CL Investment (Non-Owner Occupied) Purchase Stated 77.66
6423941530 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 89.99
6424429030 Four Family Investment (Non-Owner Occupied) Purchase Standard 75.00
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6431146999 Single Family Investment (Non-Owner Occupied) Purchase DU 42.75
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6436736224 Townhouse Investment (Non-Owner Occupied) Purchase DU 80.00
6437507731 Three Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 73.85
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6443844748 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
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6446503754 Two Family Investment (Non-Owner Occupied) Purchase Stated 75.00
6448605565 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6452336743 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 16.87
6457095104 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6458229462 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6458768808 Single Family Investment (Non-Owner Occupied) Purchase LP 80.00
6460369603 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6461867951 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6462592327 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 66.00
6463079217 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6467622780 Two Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6470157196 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 59.95
6470625978 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 70.00
6472584678 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 80.00
6474468417 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 58.69
6477265117 Single Family Investment (Non-Owner Occupied) Purchase Stated 70.00
6480435038 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 63.26
6481591326 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6483606916 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6484486664 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 72.88
6485052069 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6485922279 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6487821917 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6489572567 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 48.27
6490040034 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6491137326 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.44
6491671928 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
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6497196532 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
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6498696753 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
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6502098095 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 89.70
6506907333 Single Family Investment (Non-Owner Occupied) Purchase DU 77.27
6509515752 CL Investment (Non-Owner Occupied) Purchase Wholesale SISA 75.00
6509904667 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 76.92
6510019455 CL Investment (Non-Owner Occupied) Purchase Paper Saver 54.16
6513573938 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 63.83
6522457776 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6526631301 Four Family Investment (Non-Owner Occupied) Purchase Stated 52.38
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6527886490 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6530767547 Single Family Investment (Non-Owner Occupied) Purchase Stated 47.42
6532462899 Four Family Investment (Non-Owner Occupied) Purchase Standard 75.00
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6536546127 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 75.00
6539982170 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 80.00
6540556427 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6542396608 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6543140740 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 56.86
6545432285 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 79.45
6546543056 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6546761377 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6549030283 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 54.08
6550878679 CL Investment (Non-Owner Occupied) Purchase Standard 80.00
6551213876 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6551375253 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6555099966 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 77.00
6555418372 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6557436976 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 90.00
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6571598314 PUD Detached Investment (Non-Owner Occupied) Purchase Stated 80.00
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6576845934 CL Investment (Non-Owner Occupied) Purchase Stated 49.97
6578972975 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 27.01
6582922933 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 64.04
6582993264 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6584472721 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 72.22
6584490897 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 74.59
6584625278 Four Family Investment (Non-Owner Occupied) Purchase DU 75.00
6584716473 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 47.72
6586811850 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6588410081 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6590805583 LC Investment (Non-Owner Occupied) Purchase Standard 80.00
6590962723 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 31.08
6591328338 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6594154772 Single Family Investment (Non-Owner Occupied) Purchase DU 77.77
6598100425 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6599280804 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 64.28
6603146967 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 38.86
6605377495 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6610738756 PUD Attached Investment (Non-Owner Occupied) Purchase DU 65.78
6611249175 PUD Detached Investment (Non-Owner Occupied) Purchase Stated 80.00
6614015896 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6614207121 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6617176117 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6617302275 CL Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6618651407 CL Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6620256690 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 79.89
6620713583 PUD Attached Investment (Non-Owner Occupied) Purchase Wholesale SISA 51.26
6621982518 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 48.64
6624040173 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6625429151 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6627215020 Townhouse Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6627943605 Townhouse Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6629721231 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 61.71
6630837679 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6632537962 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 74.35
6634516196 CL Investment (Non-Owner Occupied) Purchase DU 88.00
6636435015 Four Family Investment (Non-Owner Occupied) Purchase Standard 75.00
6636613017 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 52.69
6648534037 Three Family Investment (Non-Owner Occupied) Purchase Standard 75.00
6650859728 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6651222223 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6656985485 Single Family Investment (Non-Owner Occupied) Purchase DU 79.99
6657836497 CL Investment (Non-Owner Occupied) Purchase DU 75.00
6658012874 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 62.40
6659235896 Single Family Investment (Non-Owner Occupied) Purchase DU 75.00
6664848352 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6669204684 Condo Highrise Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6669541457 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6679267317 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6680859557 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6680882252 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6681939838 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6682131906 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6682907933 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6685240118 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6686517423 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6686886208 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
6690332470 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 80.00
6691363433 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
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6695717410 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 60.63
6698145874 Four Family Investment (Non-Owner Occupied) Purchase Standard 68.08
6699312325 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 67.07
6699541972 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 79.23
6701606243 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.23
6705634944 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 69.90
6707164387 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 44.39
6708969388 Townhouse Investment (Non-Owner Occupied) Purchase DU 80.00
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6719627637 CL Investment (Non-Owner Occupied) Purchase Standard 66.66
6720847943 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 72.94
6722814610 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 58.00
6723227077 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6723350176 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
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6741221482 Single Family Investment (Non-Owner Occupied) Purchase Stated 80.00
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6743587856 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6743764844 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6746117156 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 90.00
6747710603 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 70.20
6751345726 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 74.44
6755924807 PUD Detached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6758002874 CL Investment (Non-Owner Occupied) Refinance_No_Cash_Out DU 75.00
6758427345 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6762028766 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6763267058 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 80.00
6764119183 CL Investment (Non-Owner Occupied) Purchase Stated 80.00
6765981458 Four Family Investment (Non-Owner Occupied) Purchase Standard 42.52
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6766657156 Four Family Investment (Non-Owner Occupied) Purchase Standard 75.00
6769481794 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6773690463 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6777248250 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6781043705 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 66.11
6788732490 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6789009724 Single Family Investment (Non-Owner Occupied) Purchase DU 72.60
6790104761 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 69.96
6790189796 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6791143651 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 66.66
6793999860 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 90.00
6794375821 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
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6799749012 Single Family Investment (Non-Owner Occupied) Purchase LP 80.00
6804314752 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 79.70
6804944079 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
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6807816118 Single Family Investment (Non-Owner Occupied) Purchase No Ratio 70.00
6808885567 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 70.00
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6812571732 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 60.12
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6825583542 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6827190023 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6828519865 Four Family Investment (Non-Owner Occupied) Purchase No Ratio 65.00
6829784989 CL Investment (Non-Owner Occupied) Purchase Standard 78.17
6830356819 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 45.32
6833083568 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6834401629 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6836462181 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 70.00
6837820171 Single Family Investment (Non-Owner Occupied) Purchase Standard 80.00
6839382642 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6843169084 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 80.00
6845436309 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6846873328 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 64.18
6848693666 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6849091381 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Stated 80.00
6849194003 LC Investment (Non-Owner Occupied) Purchase Standard 80.00
6849606295 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 89.99
6850668788 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 53.37
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6853681259 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 75.00
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6854524441 PUD Attached Investment (Non-Owner Occupied) Purchase Paper Saver 69.79
6862748263 CL Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
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6866526749 Two Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 80.00
6869259397 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6872664930 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6872810590 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6873310871 Townhouse Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6873412040 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6873694670 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6880474975 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6893092103 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6894253555 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6894893715 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 36.36
6894989927 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 71.29
6896862585 CL Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6905700230 Condo Highrise Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 75.00
6907096405 Single Family Investment (Non-Owner Occupied) Purchase Standard 70.00
6909490267 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 79.99
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6910127502 HC Investment (Non-Owner Occupied) Purchase Standard 75.00
6910291175 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 38.09
6911076872 Single Family Investment (Non-Owner Occupied) Purchase DU 80.00
6912662498 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 62.33
6918129468 Condo Highrise Investment (Non-Owner Occupied) Purchase Stated 80.00
6921164916 Single Family Investment (Non-Owner Occupied) Purchase LP 89.94
6924771329 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6926433340 CL Investment (Non-Owner Occupied) Purchase DU 80.00
6930177529 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 80.00
6930614406 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Paper Saver 52.46
6935767894 Four Family Investment (Non-Owner Occupied) Purchase Standard 55.00
6939671498 Four Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Standard 53.27
6943515707 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 80.00
6947299639 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 55.33
6947504350 Single Family Investment (Non-Owner Occupied) Purchase LP 90.00
6950270444 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6952439088 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 75.00
6954593114 Single Family Investment (Non-Owner Occupied) Purchase Standard 76.84
6957568881 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 80.00
6961158364 CL Investment (Non-Owner Occupied) Purchase Stated 79.99
6962410574 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6962587603 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6963065567 CL Investment (Non-Owner Occupied) Purchase DU 65.98
6968878345 CL Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 36.83
6970942105 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6973367623 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6975361251 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 80.00
6975362614 PUD Detached Investment (Non-Owner Occupied) Purchase Standard 80.00
6976109584 Three Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 52.00
6976234259 Two Family Investment (Non-Owner Occupied) Purchase No Ratio 80.00
6976582384 Two Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Stated 70.00
6977981635 Single Family Investment (Non-Owner Occupied) Purchase Paper Saver 90.00
6978507215 Single Family Investment (Non-Owner Occupied) Purchase DU 90.00
6982428044 Single Family Investment (Non-Owner Occupied) Refinance_No_Cash_Out Paper Saver 56.70
6984477478 PUD Detached Investment (Non-Owner Occupied) Purchase Paper Saver 62.59
6994266549 Single Family Investment (Non-Owner Occupied) Purchase Standard 90.00
6994584313 Four Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 70.00
6999433441 Single Family Investment (Non-Owner Occupied) Refinance_Equity_Takeout Standard 62.76
6999504761 PUD Attached Investment (Non-Owner Occupied) Refinance_Equity_Takeout DU 70.00
Original
Loan Mortgage Interest Principal First Payment Maturity Original Monthly Current Closing
Number Rate (%) Balance ($) Date Date Term (Months) Payment ($) Due Date Date
------------------------------------------------------------------------------------------------------------------------------
3302545110 6.75 112295 3/1/2006 2/1/2036 360 728.35 3/1/2006 1/11/2006
3303077568 6.75 337220 2/1/2006 1/1/2036 360 2187.21 2/1/2006 12/27/2005
3303237048 6.75 91341 3/1/2006 2/1/2036 360 592.44 3/1/2006 1/3/2006
3303413714 6.625 77250 2/1/2006 1/1/2036 360 494.65 2/1/2006 12/8/2005
3303421345 6.75 56250 2/1/2006 1/1/2031 300 388.64 2/1/2006 12/9/2005
3303452548 6.625 94930 2/1/2006 1/1/2036 360 607.85 2/1/2006 12/28/2005
3303456895 6.625 160200 1/1/2006 12/1/2035 360 1025.78 2/1/2006 11/23/2005
3303463545 6.75 100000 3/1/2006 2/1/2036 360 648.6 3/1/2006 1/13/2006
3303467389 6.75 61520 2/1/2006 1/1/2036 360 399.02 3/1/2006 12/16/2005
3303491751 6.875 163000 2/1/2006 1/1/2036 360 1070.8 3/1/2006 12/30/2005
3303532885 6.75 85078 3/1/2006 2/1/2036 360 551.82 3/1/2006 1/15/2006
3303534881 6.625 85000 3/1/2006 2/1/2036 360 544.27 3/1/2006 1/3/2006
3303537579 6.75 183742 3/1/2006 2/1/2036 360 1191.75 3/1/2006 1/12/2006
3303542751 6.75 160602 2/1/2006 1/1/2036 360 1041.67 2/1/2006 12/29/2005
3303561439 6.875 78280 3/1/2006 2/1/2036 360 514.25 3/1/2006 1/4/2006
3303567824 6.75 142289.89 2/1/2006 1/1/2036 360 922.89 2/1/2006 12/28/2005
3303568095 6.75 83625 3/1/2006 2/1/2036 360 542.4 3/1/2006 1/3/2006
3303569903 6.875 176000 2/1/2006 1/1/2036 360 1156.2 2/1/2006 12/30/2005
3303571750 6.75 113000 2/1/2006 1/1/2036 360 732.92 2/1/2006 12/30/2005
3303577245 7.125 225600 3/1/2006 2/1/2036 360 1519.91 3/1/2006 1/4/2006
3303589026 7 68800 2/1/2006 1/1/2036 360 457.73 2/1/2006 12/29/2005
3303590297 6.75 176250 2/1/2006 1/1/2036 360 1143.16 2/1/2006 12/28/2005
3303593929 6.625 48332.75 3/1/2006 2/1/2036 360 309.48 3/1/2006 1/5/2006
3303593937 6.625 81000 2/1/2006 1/1/2036 360 518.66 2/1/2006 12/28/2005
3303597813 6.75 180000 2/1/2006 1/1/2036 360 1167.48 3/1/2006 12/30/2005
3303603124 6.75 100219 3/1/2006 2/1/2036 360 650.02 3/1/2006 1/11/2006
3303605160 7.125 50400 3/1/2006 2/1/2036 360 339.56 3/1/2006 1/4/2006
3303605962 6.875 92700 3/1/2006 2/1/2031 300 647.82 3/1/2006 1/3/2006
3303606838 7.125 73660 3/1/2006 2/1/2036 360 496.27 3/1/2006 1/3/2006
3303609402 6.625 76500 2/1/2006 1/1/2036 360 489.84 2/1/2006 12/19/2005
3303609618 6.75 100000 3/1/2006 2/1/2036 360 648.6 3/1/2006 1/3/2006
3303609915 7.125 54000 3/1/2006 2/1/2036 360 363.81 3/1/2006 1/23/2006
3303612828 6.75 91335 2/1/2006 1/1/2036 360 592.4 2/1/2006 12/23/2005
3303616761 6.875 83000 2/1/2006 1/1/2031 300 580.03 3/1/2006 12/21/2005
3303618023 7 136000 2/1/2006 1/1/2036 360 904.82 2/1/2006 12/19/2005
3303618064 6.75 112270 2/1/2006 1/1/2036 360 728.19 3/1/2006 12/22/2005
3303619815 6.625 47500 2/1/2006 1/1/2031 300 324.45 2/1/2006 12/21/2005
3303628394 6.75 49000 2/1/2006 1/1/2036 360 317.82 2/1/2006 12/27/2005
3303629376 6.875 50000 3/1/2006 2/1/2036 360 328.47 3/1/2006 1/23/2006
3303629558 6.875 250386 2/1/2006 1/1/2036 360 1644.86 2/1/2006 12/21/2005
3303637494 6.875 135156 3/1/2006 2/1/2036 360 887.88 3/1/2006 1/23/2006
3303638187 7 44000 3/1/2006 2/1/2036 360 292.74 3/1/2006 1/23/2006
3303638435 7 75200 2/1/2006 1/1/2036 360 500.31 2/1/2006 12/30/2005
3303639961 6.75 77000 3/1/2006 2/1/2036 360 499.43 3/1/2006 1/17/2006
3303640688 6.875 39140 3/1/2006 2/1/2036 360 257.13 3/1/2006 1/11/2006
3303643542 7.125 125100 2/1/2006 1/1/2036 360 842.83 2/1/2006 12/27/2005
3303643799 6.75 72100 2/1/2006 1/1/2036 360 467.64 2/1/2006 12/22/2005
3303646982 6.75 208600 3/1/2006 2/1/2036 360 1352.98 3/1/2006 1/17/2006
3303647154 6.75 209350 3/1/2006 2/1/2036 360 1357.85 3/1/2006 1/17/2006
3303647444 6.75 59500 2/1/2006 1/1/2036 360 385.92 2/1/2006 12/23/2005
3303647675 6.75 94000 2/1/2006 1/1/2036 360 609.69 2/1/2006 12/28/2005
3303651909 6.875 100000 3/1/2006 2/1/2036 360 656.93 3/1/2006 1/17/2006
3303655405 6.875 56050 3/1/2006 2/1/2036 360 368.21 3/1/2006 1/9/2006
3303656478 6.875 124530 2/1/2006 1/1/2036 360 818.08 2/1/2006 12/27/2005
3303657393 6.75 60800 2/1/2006 1/1/2036 360 394.35 2/1/2006 12/29/2005
3303659712 6.875 89000 2/1/2006 1/1/2036 360 584.67 2/1/2006 12/29/2005