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: January 27, 2006
-----------------------
Mortgage Pass-Through Certificates
Series 2006-A
================================================================================
TABLE OF CONTENTS
PRELIMINARY STATEMENT.........................................................
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 and Certificate Account................................
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...............
Section 3.23 Buy-Down Account; Application of Buy-Down Funds.................
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.........................................
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
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Exhibit A-1-A-1 - Form of Face of Class 1-A-1 Certificate
Exhibit A-1-A-2 - Form of Face of Class 1-A-2 Certificate
Exhibit A-1-A-R - Form of Face of Class 1-A-R Certificate
Exhibit A-2-A-1 - Form of Face of Class 2-A-1 Certificate
Exhibit A-2-A-2 - Form of Face of Class 2-A-2 Certificate
Exhibit A-3-A-1 - Form of Face of Class 3-A-1 Certificate
Exhibit A-3-A-2 - Form of Face of Class 3-A-2 Certificate
Exhibit A-4-A-1 - Form of Face of Class 4-A-1 Certificate
Exhibit A-4-A-2 - Form of Face of Class 4-A-2 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 E - Request for Release of Documents
Exhibit F - Form of Certification of Establishment of Account
Exhibit G-1 - Form of Transferor Certificate
Exhibit G-2A - Form I of Transferee Certificate
Exhibit G-2B - Form II of Transferee Certificate
Exhibit H - Form of Transferee Representation Letter for ERISA
Restricted Certificates
Exhibit I - Form of Affidavit Regarding Transfer of the 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
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated January 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 two separate real estate mortgage
investment conduits (the "Upper-Tier REMIC" and "Lower-Tier REMIC,"
respectively, and each, a "REMIC"). The Certificates (other than the Class 1-A-R
Certificate) are referred to collectively as the "Regular Certificates" and
shall constitute "regular interests" in the Upper-Tier REMIC. The Uncertificated
Lower-Tier Interests shall constitute the "regular interests" in the Lower-Tier
REMIC. The Class X-X Interest shall constitute the "residual interest" in the
Lower-Tier REMIC. The Class R-U Interest shall constitute the "residual
interest" in the Upper-Tier REMIC. The Class 1-A-R Certificate shall represent
ownership of the Class X-X Interest and the Class R-U Interest. The Certificates
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 table sets forth characteristics of the Certificates,
together with the minimum denominations and integral multiples in excess thereof
in which the Classes of Certificates shall be issuable:
===================== ======================== =============== ================== ==============
Integral
Multiples in
Initial Class Pass-Through Minimum Excess of
Classes Certificate Balance Rate Denomination Minimum
--------------------- ------------------------ --------------- ------------------ --------------
Class 1-A-1 $32,207,000.00 (1) $1,000 $1
--------------------- ------------------------ --------------- ------------------ --------------
Class 1-A-2 $1,306,000.00 (1) $1,000 $1
--------------------- ------------------------ --------------- ------------------ --------------
Class 1-A-R $100.00 (1) $100 N/A
--------------------- ------------------------ --------------- ------------------ --------------
Class 2-A-1 $141,435,000.00 (2) $1,000 $1
--------------------- ------------------------ --------------- ------------------ --------------
Class 2-A-2 $5,734,000.00 (2) $1,000 $1
--------------------- ------------------------ --------------- ------------------ --------------
Class 3-A-1 $48,035,000.00 (3) $1,000 $1
--------------------- ------------------------ --------------- ------------------ --------------
Class 3-A-2 $1,948,000.00 (3) $1,000 $1
--------------------- ------------------------ --------------- ------------------ --------------
Class 4-A-1 $76,232,000.00 (4) $1,000 $1
--------------------- ------------------------ --------------- ------------------ --------------
Class 4-A-2 $3,091,000.00 (4) $1,000 $1
--------------------- ------------------------ --------------- ------------------ --------------
Class B-1 $7,247,000.00 (5) $25,000 $1
--------------------- ------------------------ --------------- ------------------ --------------
Class B-2 $1,933,000.00 (5) $25,000 $1
--------------------- ------------------------ --------------- ------------------ --------------
Class B-3 $1,127,000.00 (5) $25,000 $1
--------------------- ------------------------ --------------- ------------------ --------------
Class B-4 $644,000.00 (5) $25,000 $1
--------------------- ------------------------ --------------- ------------------ --------------
Class B-5 $483,000.00 (5) $25,000 $1
--------------------- ------------------------ --------------- ------------------ --------------
Class B-6 $644,620.00 (5) $25,000 $1
--------------------- ------------------------ --------------- ------------------ --------------
(1) Interest will accrue on these Certificates at a per annum rate equal to the
Net WAC for the Group 1 Mortgage Loans.
(2) Interest will accrue on these Certificates at a per annum rate equal to the
Net WAC for the Group 2 Mortgage Loans.
(3) Interest will accrue on these Certificates at a per annum rate equal to the
Net WAC for the Group 3 Mortgage Loans.
(4) Interest will accrue on these Certificates at a per annum rate equal to the
Net WAC for the Group 4 Mortgage Loans.
(5) Interest will accrue on these Certificates 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, the Net WAC for the Group 1
Mortgage Loans, (ii) with respect to Loan Group 2, the Net WAC for the
Group 2 Mortgage Loans, (iii) with respect to Loan Group 3, the Net WAC for
the Group 3 Mortgage Loans and (iv) with respect to Loan Group 4, the Net
WAC for the Group 4 Mortgage Loans.
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:
1933 Act: The Securities Act of 1933, as amended.
Accrued Certificate Interest: For any Distribution Date and each
interest-bearing Class, one month's interest accrued during the related Interest
Accrual Period at the applicable Pass-Through Rate on the applicable Class
Certificate Balance.
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 such Mortgage Loans 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 Subordinate Certificates divided by
the aggregate Pool Stated Principal Balance for all 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 and (b) the sales price for such
property, except that, in the case of Mortgage Loans the proceeds of which were
used to refinance an existing mortgage loan, the Appraised Value of the related
Mortgaged Property is the appraised value thereof determined in an appraisal
obtained at the time of refinancing, or (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.
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.
Buy-Down Account: The separate Eligible Account or Accounts created
and maintained by the Servicer pursuant to Section 3.23.
Buy-Down Agreement: An agreement governing the application of Buy-Down
Funds with respect to a Buy-Down Mortgage Loan.
Buy-Down Funds: Money advanced by a builder, seller or other
interested party to reduce a Mortgagor's monthly payment during the initial
years of a Buy-Down Mortgage Loan.
Buy-Down Mortgage Loan: Any Mortgage Loan in respect of which,
pursuant to a Buy-Down Agreement, the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided from Buy-Down Funds.
Calculated Principal Distribution: As defined in Section 5.03(d).
Certificate: Any of the Banc of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 2006- A 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 Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 2006-A." The Certificate Account
shall be deemed to consist of five sub-accounts; one for each Group and a fifth
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-A-1, Class 1-A-2, Class
1-A-R, Class 2-A-1, Class 2-A-2, Class 3-A-1, Class 3-A-2, Class 4-A-1, Class
4-A-2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates, as the case may be.
Class 1-A-1 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 1-A-1 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 1-A-2 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 1-A-2 Certificates with respect to such
Distribution Date prior to any reduction for the Class 1-A-2 Loss Allocation
Amount and (b) the Class 1-A-1 Loss Amount with respect to such Distribution
Date.
Class 2-A-1 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 2-A-1 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 2-A-2 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 2-A-2 Certificates with respect to such
Distribution Date prior to any reduction for the Class 2-A-2 Loss Allocation
Amount and (b) the Class 2-A-1 Loss Amount with respect to such Distribution
Date.
Class 3-A-1 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 3-A-1 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 3-A-2 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 3-A-2 Certificates with respect to such
Distribution Date prior to any reduction for the Class 3-A-2 Loss Allocation
Amount and (b) the Class 3-A-1 Loss Amount with respect to such Distribution
Date.
Class 4-A-1 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 4-A-1 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 4-A-2 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 4-A-2 Certificates with respect to such
Distribution Date prior to any reduction for the Class 4-A-2 Loss Allocation
Amount and (b) the Class 4-A-1 Loss Amount with respect to such Distribution
Date.
Class A Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-R, Class
2-A-1, Class 2-A-2, Class 3-A-1, Class 3-A-2, Class 4-A-1 and Class 4-A-2
Certificates.
Class B Certificates: The Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates.
Class Certificate Balance: With respect to any Class and any date of
determination, and subject to Section 5.03(g), the Initial Class Certificate
Balance of such Class minus the sum of (i) all distributions of principal made
with respect thereto, (ii) all reductions in Class Certificate Balance
previously allocated thereto pursuant to Section 5.03(b) and (iii) in the case
of the Class 1-A-2, Class 2-A-2, Class 3-A-2 and Class 4-A-2 Certificates, any
reduction allocated thereto pursuant to Section 5.03(e) plus the sum of (i) all
increases in Class Certificate Balance previously allocated thereto pursuant to
Section 5.03(b) and (ii) in the case of the Class 1-A-2, Class 2-A-2, Class
3-A-2 and Class 4-A-2 Certificates, any increases allocated thereto pursuant to
Section 5.03(e).
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class, 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, 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."
Closing Date: January 27, 2006.
Code: The Internal Revenue Code of 1986, as amended.
Compensating Interest: With respect to each 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 Pool Stated Principal Balances of the Loan Groups. To the extent that the
aggregate Prepayment Interest Shortfall for a Distribution Date exceeds
Compensating Interest, the Compensating Interest for such Distribution Date
shall be allocated among the Loan Groups in proportion to the respective
Prepayment Interest Shortfalls relating to such Loan Groups.
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 - BOAMS 2006-A, and for
certificate transfer purposes is located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Services - BOAMS
2006-A, or at such other address as the Trustee may designate from time to time
by notice to the Certificateholders, the Depositor and the Servicer.
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: January 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 $34,819,349.65 for Loan Group 1, $152,903,234.33 for Loan Group 2,
$51,930,471.38 for Loan Group 3 and $82,413,665.33 for Loan Group 4.
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.
Distribution Date: The 25th day of each month beginning in February
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-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).
Gross Margin: As to each Mortgage Loan, the fixed percentage set forth
in the related Mortgage Note and indicated in the Mortgage Loan Schedule as the
"Gross Margin," which percentage is added to the Index on each Rate Adjustment
Date to determine (subject to rounding, the Periodic Cap and the Rate Ceiling)
the Mortgage Interest Rate on such Mortgage Loan until the next Rate Adjustment
Date.
Group: Any of Group 1, Group 2, Group 3 or Group 4.
Group 1: The Group 1-A Certificates.
Group 1 Lower-Tier Rate: A per annum rate equal to the Net WAC for the
Group 1 Mortgage Loans.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1
hereto.
Group 2: The Group 2-A Certificates.
Group 2 Lower-Tier Rate: A per annum rate equal to the Net WAC for the
Group 2 Mortgage Loans.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2
hereto.
Group 3: The Group 3-A Certificates.
Group 3 Lower-Tier Rate: A per annum rate equal to the Net WAC for the
Group 3 Mortgage Loans.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3 hereto
Group 4: The Group 4-A Certificates.
Group 4 Lower-Tier Rate: A per annum rate equal to the Net WAC for the
Group 4 Mortgage Loans.
Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-4
hereto.
Group 1-A Certificates: Class 1-A-1, Class 1-A-2 and Class 1-A-R
Certificates.
Group 2-A Certificates: Class 2-A-1 and Class 2-A-2 Certificates.
Group 3-A Certificates: Class 3-A-1 and Class 3-A-2 Certificates.
Group 4-A Certificates: Class 4-A-1 and Class 4-A-2 Certificates.
Group Subordinate Amount: With respect to any Distribution Date and
any Loan Group, the excess of the Pool Stated Principal Balance for such Loan
Group over the aggregate Class Certificate Balance of the Senior 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.
Index: As to any Mortgage Loan and Rate Adjustment Date, a rate per
annum that is defined to be the arithmetic mean of the London interbank offered
rate quotations for one year U.S. Dollar-denominated deposits, as published in
The Wall Street Journal and most recently available either (i) as of the first
Business Day in the month preceding the month of the applicable Rate Adjustment
Date or (ii) forty-five days before the applicable Rate Adjustment Date or, in
the event that such index is no longer available, a substitute index selected by
the Servicer in accordance with the terms of the related Mortgage Note.
Initial Class Certificate Balance: As to each Class of Certificates,
the Class Certificate Balance set forth in the Preliminary Statement.
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, 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.
Interest Distribution Amount: For any Distribution Date and each
interest-bearing Class, 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.
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 or Loan
Group 4.
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-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
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).
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.
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, as adjusted from time to time in accordance with the provisions of the
related Mortgage Note, which rate is (a) prior to the first Rate Adjustment Date
for each such Mortgage Loan, the initial Mortgage Interest Rate for such
Mortgage Loan indicated on the Mortgage Loan Schedule and (b) from and after
such Rate Adjustment Date, the sum of the Index, as of the Rate Adjustment Date
applicable to such Due Date, and the Gross Margin, rounded as set forth in such
Mortgage Note, subject to the Periodic Cap and the Rate Ceiling applicable to
such Mortgage Loan at any time during the life of such Mortgage Loan.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated January 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 and Exhibit D-4, 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; (xvi) the first
Rate Adjustment Date; (xvii) the Rate Ceiling; (xviii) the Periodic Cap; (xix)
the Gross Margin; and (xx) the closing date of such Mortgage Loan. With respect
to the Mortgage Loans in each Loan Group 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.
Net WAC: As to any Loan Group and any Distribution Date, the weighted
average of the Net Mortgage Interest Rates of the Mortgage Loans in such Loan
Group (based on the Stated Principal Balances of the Mortgage Loans in such Loan
Group on the Due Date in the month preceding the month of 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.
OCC: The Office of the Comptroller of the Currency.
Offered Certificates: The Class A, 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 two
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 1.50%
Class B-2 0.90%
Class B-3 0.55%
Class B-4 0.35%
Class B-5 0.20%
Class B-6 0.00%
Original Subordinate Class Certificate Balance: $12,078,620.00.
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,
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 by the Initial
Class Certificate Balance 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.
Periodic Cap: For each Mortgage Loan, the applicable limit on
adjustment of the Mortgage Interest Rate for each Rate Adjustment Date specified
in the applicable Mortgage Note and designated as such in the Mortgage Loan
Schedule.
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 "A-1+" by S&P 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 "A-1+" by S&P 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
"A-1+" by S&P 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 Fitch (if
rated by Fitch) and "AAAm G" by S&P or otherwise approved in writing
by each Rating Agency; and
(vi) other obligations or securities that are acceptable to each
Rating Agency and, as evidenced by an Opinion of Counsel obtained by
the Servicer, will not affect the qualification of the Trust Estate as
two 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 1-A-R, Class B-4, Class B-5 and Class
B-6 Certificates.
Plan: As defined in Section 6.02(e).
Pool Distribution Amount: As to any Distribution Date and Loan Group,
the excess of (a) the sum of (i) the aggregate of (A) the interest portion of
any Monthly Payment on a Mortgage Loan in such Loan Group (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, 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), (v) and (ix) 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 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 Balances 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.
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 Amount: As to any Distribution Date and Loan Group, the sum
of (i) the sum 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
received 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 Recovery for such Distribution Date.
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.
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
Subordinate Certificates, the portion of the Subordinate Principal Distribution
Amounts allocable to such Class, equal to the sum of (i) the product of the
amounts determined in accordance with clause (i) of the Subordinate Principal
Distribution Amounts and a fraction, the numerator of which is the related Class
Certificate Balance thereof and the denominator of which is the aggregate Class
Certificate Balance of the Subordinate Certificates and (ii) if such class is
not a Restricted Class, the product of the amounts determined in accordance with
clause (ii) of the Subordinate Principal Distribution Amounts for such
Distribution Date and a fraction, the numerator of which is the related Class
Certificate Balance thereof and the denominator of which is the aggregate Class
Certificate Balance of the Subordinate Certificates that are not Restricted
Classes. The Pro Rata Share of a Restricted Class shall be 0% with respect to
clause (ii) hereof.
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 Mae or Xxxxxxx Mac.
Rate Adjustment Date: As to each Mortgage Loan, the Due Date on which
date an adjustment to the Mortgage Interest Rate of such Mortgage Loan becomes
effective under the related Mortgage Note, which Due Date is the date set forth
in the Mortgage Loan Schedule as the first Rate Adjustment Date and each
subsequent anniversary thereof.
Rate Ceiling: The maximum per annum Mortgage Interest Rate permitted
under the related Mortgage Note.
Rating Agency: Each of Fitch and S&P. 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 of the related
Distribution Date.
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; and for Loan Group 4, Group 4.
Related Loan Group: For Group 1, Loan Group 1; for Group 2, Loan Group
2; for Group 3, Loan Group 3; and for Group 4, Loan Group 4.
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 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.
Residual Certificate: The Class 1-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 A Certificates.
Senior Credit Support Depletion Date: The date on which the aggregate
Class Certificate Balance of the Subordinate Certificates is reduced to zero.
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 Class A Certificates of the
Related Group immediately prior to such Distribution Date by (ii) the Pool
Stated Principal Balance of such Loan Group immediately prior to such
Distribution Date.
Senior Prepayment Percentage: For any Distribution Date and Loan Group
during the seven years beginning on the first Distribution Date, 100%. The
Senior Prepayment Percentage for any Distribution Date and Loan Group occurring
on or after the seventh 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 (i) 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 Loan
Group 1, Loan Group 2, Loan Group 3 and Loan Group 4 for such Distribution Date
will once again equal 100%, (ii) on any Distribution Date before the
Distribution Date occurring in February 2009, the Aggregate Subordinate
Percentage for such Distribution Date is greater than or equal to twice the
initial Aggregate Subordinate Percentage, in which case the Senior Prepayment
Percentage for Loan Group 1 for such Distribution Date will equal the Senior
Percentage for Loan Group 1 plus 50% of the Subordinate Percentage for Loan
Group 1, the Senior Prepayment Percentage for Loan Group 2 for such Distribution
Date will equal the Senior Percentage for Loan Group 2 plus 50% of the
Subordinate Percentage for Loan Group 2, the Senior Prepayment Percentage for
such Distribution Date will equal the Senior Percentage for Loan Group 3 plus
50% of the Subordinate Percentage for Loan Group 3 and the Senior Prepayment
Percentage for Loan Group 4 for such Distribution Date will equal the Senior
Percentage for Loan Group 4 plus 50% of the Subordinate Percentage for Loan
Group 4, or (iii) on any Distribution Date occurring on or after the
Distribution Date in February 2009, the Aggregate Subordinate Percentage for
such Distribution Date is greater than or equal to twice the initial Aggregate
Subordinate Percentage, in which case the Senior Prepayment Percentage for Loan
Group 1 for such Distribution Date will equal the Senior Percentage for Loan
Group 1, the Senior Prepayment Percentage for Loan Group 2 for such Distribution
Date will equal the Senior Percentage for Loan Group 2, the Senior Prepayment
Percentage for Loan Group 3 for such Distribution Date will equal the Senior
Percentage for Loan Group 3 and the Senior Prepayment Percentage for Loan Group
4 for such Distribution Date will equal the Senior Percentage for Loan Group 4.
Notwithstanding the foregoing, no decrease in the share of the applicable
Subordinate Percentage (for calculating the applicable Senior Prepayment
Percentage for any Loan Group) will occur and the Senior Prepayment Percentage
for all Loan Groups will be calculated without regard to clause (ii) or (iii) in
the preceding sentence 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
amounts described in clauses (i)(a) through (d) of the definition of "Principal
Amount" for such Distribution Date and Loan Group and (ii) the Senior Prepayment
Percentage for such Loan Group of the amounts described in clauses (i)(e) and
(f) and the amount described in clause (ii) of the definition of "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 or 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 Subordinate Class
Distribution Date Occurring Certificate Balance
--------------------------- -------------------
February 2006 through January 2009 20%
February 2009 through January 2014 30%
February 2014 through January 2015 35%
February 2015 through January 2016 40%
February 2016 through January 2017 45%
February 2017 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 Group 1 Mortgage Loan, 0.375%
per annum, and with respect to each Group 2 Mortgage Loan, Group 3 Mortgage Loan
and Group 4 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.
Similar Law: As defined in Section 6.02(e).
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc.,
or any successor thereto.
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 and the Class 4-LS Interest, equal to the ratio among the
Group Subordinate Amount of Loan Group 1, the Group Subordinate Amount of Loan
Group 2, the Group Subordinate Amount for Loan Group 3 and the Group Subordinate
Amount of Loan Group 4.
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 all amounts described in clauses
(i)(a) through (d) of the definition of "Principal Amount" for such Distribution
Date and Loan Group and (ii) the Subordinate Prepayment Percentage of the
amounts described in clauses (i)(e) and (f) and the amount described in clause
(ii) of the definition of "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 Gross Margin equal to that of the Defective Mortgage Loan; (v)
have a Periodic Cap and Rate Ceiling equal to that of the Defective Mortgage
Loan; (vi) have the same Index and frequency of mortgage interest rate
adjustment as the Defective Mortgage Loan; (vii) have a remaining term to
maturity not greater than (and not more than one year less than) that of the
Defective Mortgage Loan; and (viii) 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.
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 Class A Certificates immediately prior to such
Distribution Date by the aggregate Pool Stated Principal Balance of all Loan
Groups immediately prior to 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, in accordance with this Agreement, REO Property, the Primary Insurance
Policies, any other Required Insurance Policy and the right to receive (i)
amounts, if any, payable on behalf of any Mortgagor from the Buy-Down Account
relating to any Buy-Down Mortgage Loan and (ii) any BPP Mortgage Loan Payment.
The Buy- Down Account shall not be part of the Trust Estate.
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, 0.0065% per
annum.
Uncertificated Lower-Tier Interest: A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly distributions as provided in Section 5.02(a) hereof. Any of
the Class 1-L Interest, Class 1-LS Interest, Class 2-L Interest, Class 2-LS
Interest, Class 3-L Interest, Class 3-LS Interest, Class 4-L Interest and Class
4-LS Interest are Uncertificated Lower-Tier Interests.
Underwriting Guidelines: The underwriting guidelines of Bank of
America.
Unscheduled Principal Amount: As to any Distribution Date and Loan
Group, the sum of (a) 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 (b)
all Principal Prepayments on the Mortgage Loans in such Loan Group received
during the calendar month preceding the month of such Distribution Date.
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 Lower-Tier Interests and such amounts as
shall from time to time be deemed to be held in the Upper-Tier Certificate
Sub-Account.
U.S. Person: A citizen or resident of the United States, a corporation
or partnership (unless, in the case of a partnership, Treasury Regulations are
adopted that provide otherwise) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, including an
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Holder of
the Residual Certificate and (b) 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.
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 Mortgage
Securities, Inc. Mortgage Pass-Through Certificates, Series 2006-A, 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 Mortgage Securities, Inc. Mortgage
Pass-Through Certificates, Series 2006- A" (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.
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 relating 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 15 to 30-year adjustable 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 more than 0.00%, 0.91%, 0.00% and 0.00% (by Cut-off Date
Principal Balance) of the Group 1, Group 2, Group 3 and Group 4 Mortgage
Loans, respectively, are Buy-Down Mortgage Loans.
(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) No Mortgage Loan is secured by a long term residential lease.
(xxxvi) 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.
(xxxvii) The Depositor used no adverse selection procedures in
selecting the Mortgage Loan for inclusion in the Trust Estate.
(xxxviii) Each Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code.
(xxxix) 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.
(xl) 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.
(xli) No Mortgage Loan is a High Cost Loan or Covered Loan, as
applicable (as such terms are defined in the then-current S&P's LEVELS(R)
Glossary which is now Version 5.6(c), Appendix E) 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.
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 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 representations set forth in clauses (vi)
or (xli) 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 1-A-R Certificate) and the Classes of Class B Certificates
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
the Class 1-L Interest, Class 1-LS Interest, Class 2-L Interest, Class 2-LS
Interest, Class 3-L Interest, Class 3-LS Interest, Class 4-L Interest and Class
4-LS Interest 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 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 and Lower-Tier REMIC is February 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 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 and
Uncertificated Lower-Tier Interests, together with all other assets included in
the definition of "Trust Estate," receipt of which is hereby acknowledged,
Certificates in authorized denominations which, together with the Uncertificated
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 and Certificate Account.
(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;
(ix) any Buy-Down Funds required to be deposited pursuant to Section
3.23; and
(x) 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
five 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 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 Upper-Tier Certificate Sub-Account, the Lower-Tier
Distribution Amount.
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 Mortgage
Securities, Inc. Mortgage Pass-Through Certificates, Series 2006-A 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 to deposit the Lower-Tier Distribution Amount
into the Upper-Tier Certificate Sub-Account and 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 and the Class 1-A-R
Certificate in respect of the Class R-U Interest, as provided in Sections 5.01
and 5.02. The Certificate Account shall be cleared and terminated upon
termination of this Agreement pursuant to Section 10.01.
Section 3.12 Maintenance of Hazard Insurance.
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
either of the Upper-Tier REMIC or the Lower-Tier REMIC or cause either REMIC
created hereunder to fail to qualify as a REMIC at any time that any
Certificates or Uncertificated Lower- Tier Interests 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 either 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, a discussion 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 Criterion 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 Criteria
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). Beginning with calendar year 2008 and thereafter,
none of such parties shall be required to deliver or cause the delivery of such
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.
(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.
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, the Servicer shall
forward to the Trustee 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. (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 either of the Upper-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 disclosure 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 disclosure 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 disclosure
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) 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 disclosure or
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
party responsible for preparing such disclosure as set forth on Exhibit R-2
hereto and the Trustee shall compile such disclosure 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 disclosure
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) related 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 disclosure or 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 disclosure 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 days following the
filing of such Form 12b-25, the Trustee shall prepare and file the related Form
10-D. Within 15 days following the filing of such Form 12b-25, 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 Forms 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 Forms 8-K, Form 10-D or
Form 10-K, not resulting from its own negligence, bad faith or wilful
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.
Section 3.23 Buy-Down Account; Application of Buy-Down Funds.
In addition to the Servicer Custodial Account, if any of the Mortgage
Loans are Buy-Down Mortgage Loans, the Servicer shall establish and maintain a
Buy-Down Account, which is not part of the Trust Estate, and shall deposit
therein all Buy-Down Funds not later than the Business Day following the day of
receipt and posting by the Servicer. The Servicer shall keep and maintain a
separate account for each Buy-Down Mortgage Loan for the purpose of accounting
for deposits to and withdrawals from the Buy-Down Account. The Servicer shall
invest the funds in the Buy-Down Account in investments which are Permitted
Investments. All income and gain realized from any such investment, to the
extent not required by the applicable Buy-Down Agreements to be applied to pay
interest on the related Buy-Down Mortgage Loans, shall be for the benefit of the
Servicer. The amount of any losses incurred in respect of such investments shall
be deposited in the Buy-Down Account by the Servicer out of its own funds
immediately as realized.
With respect to each Buy-Down Mortgage Loan, on the Business Day next
following receipt of the Mortgagor's required monthly payment under the related
Buy-Down Agreement, the Servicer shall withdraw from the Buy-Down Account and
deposit in immediately available funds in the Servicer Custodial Account an
amount which, when added to such Mortgagor's payment, will equal the full
monthly payment due under the related Mortgage Note.
Upon termination of a Buy-Down Agreement, no further Buy-Down Funds
relating thereto shall be deposited into the Servicer Custodial Account, and the
Servicer may withdraw the related Buy-Down Funds which remain in the Buy-Down
Account and distribute such funds as provided by such Buy-Down Agreement.
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 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 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 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 in respect of the
Uncertificated Lower-Tier Interests as specified in this Section 5.02(a) and the
Class 1-A- R Certificate in respect of the Class X-X Interest. Distributions
shall be made on the Certificates in the following order of priority and to the
extent of such funds, paying priorities (i) and (ii) to each Group from the
applicable Pool Distribution Amount and priorities (iii) and (iv) from the
remaining combined Pool Distribution Amounts, in the following order of priority
and to the extent of such funds:
(i) to each Class of Class A Certificates of such Group, an amount
allocable to interest equal to the Interest Distribution Amount for such
Class and any shortfall being allocated among such Classes in proportion to
the amount of the Interest Distribution Amount that would have been
distributed in the absence of such shortfall;
(ii) to the Class A Certificates of a 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;
(iii) to each Class of Subordinate 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 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 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 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 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 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 until
the Class Certificate Balance thereof has been reduced to zero; and
(iv) to the Holder of the Class 1-A-R Certificate, any amounts
remaining in the Upper-Tier Certificate Sub-Account and any remaining Pool
Distribution Amounts.
No Class of Certificates will be entitled to any distributions with
respect to the amount payable pursuant to clause (ii) of the definition of
"Interest Distribution Amount" after its Class Certificate Balance has been
reduced to zero.
All distributions in respect of the Interest Distribution Amount for a
Class will be applied first with respect to the amount payable pursuant to
clause (i) of the definition of "Interest Distribution Amount," and second with
respect to the amount payable pursuant to clause (ii) of such definition.
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 applicable Pool Distribution Amount.
On each Distribution Date, interest shall be distributed in respect of
each Uncertificated Lower-Tier Interest at the pass-through rate thereon, as
described in the final paragraph of this Section 5.02(a). On each Distribution
Date, distributions of principal with respect to the Uncertificated Lower-Tier
Interests shall be made first, to the Class 1-LS Interest, Class 2-LS Interest,
Class 3-LS Interest and Class 4-LS Interest, so as to keep their principal
balances equal to 0.1% of the Group Subordinate Amount for Loan Group 1, Loan
Group 2, Loan Group 3 and Loan Group 4, respectively (except that if any such
excess is a larger number than in the preceding distribution period, the least
amount of principal shall be distributed to the Class 1-LS Interest, Class 2-LS
Interest, Class 3-LS Interest and Class 4-LS Interest such that the Subordinate
Balance Ratio is maintained); and second, any remaining principal to the Class
1-L Interest, Class 2-L Interest, Class 3-L Interest and Class 4-L Interest. Any
distributions made to the Uncertificated Lower-Tier Interests pursuant to this
paragraph shall be made (a) from Loan Group 1 Principal Distribution Amounts to
Uncertificated Lower-Tier Interests beginning with the numeral "1," (b) from
Loan Group 2 Principal Distribution Amounts to Uncertificated Lower-Tier
Interests beginning with the numeral "2," (c) from Loan Group 3 Principal
Distribution Amounts to Uncertificated Lower-Tier Interests beginning with the
numeral "3" and (d) from Loan Group 4 Principal Distribution Amounts to
Uncertificated Lower-Tier Interests beginning with the numeral "4."
Realized Losses shall be applied after all distributions have been
made on each Distribution Date first, to the Class 1-LS Interest, the Class 2-LS
Interest, the Class 3-LS Interest and the Class 4-LS Interest, so as to keep
their principal balances equal to 0.1% of the Group Subordinate Amount for Loan
Group 1, Loan Group 2, Loan Group 3 and Loan Group 4, respectively (except that
if any such excess is a larger number than in the preceding distribution period,
the least amount of Realized Losses shall be allocated to the Class 1-LS
Interest, Class 2-LS Interest, Class 3-LS Interest and Class 4-LS Interest such
that the Subordinate Balance Ratio is maintained); and second, the remaining
Realized Losses shall be allocated to the Class 1-L Interest, the Class 2-L
Interest, the Class 3-L Interest and the Class 4-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" and (d) from Realized Losses allocated to Loan
Group 4 in the case of Uncertificated Lower-Tier Interests beginning with the
numeral "4."
Recoveries and Reimbursement Amounts shall be applied to the
Uncertificated Lower-Tier Interests in a manner analogous to the application of
Realized Losses to the Uncertificated Lower-Tier Interests.
As of any date, the aggregate principal balance of the Class 1-L
Interest and the Class 1-LS Interest shall equal the aggregate Stated Principal
Balance 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 Stated
Principal Balance 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 Stated Principal Balance 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 Stated Principal Balance of Loan Group 4.
The pass-through rate with respect to the Class 1-L Interest and the
Class 1-LS Interest shall be the Group 1 Lower-Tier Rate. The pass-through rate
with respect to the Class 2-L Interest and the Class 2-LS Interest shall be the
Group 2 Lower-Tier Rate. The pass-through rate with respect to the Class 3-L
Interest and the Class 3-LS Interest shall be the Group 3 Lower-Tier Rate. The
pass-through rate with respect to the Class 4-L Interest and the Class 4-LS
Interest shall be the Group 4 Lower-Tier Rate. 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."
(b) (i) With respect to the Class A Certificates of Group 1:
On each Distribution Date prior to the Senior Credit Support Depletion
Date, the amount distributable to the Group 1-A Certificates pursuant to Section
5.02(a)(ii) for such Distribution Date, will be distributed as principal,
sequentially, as follows:
first, to the Class 1-A-R Certificate, until its Class Certificate
Balance has been reduced to zero; and
second, concurrently, to the Class 1-A-1 and Class 1-A- 2
Certificates, pro rata, until their Class Certificate Balances have been reduced
to zero.
(ii) With respect to the Class A Certificates of Group 2:
On each Distribution Date prior to the Senior Credit Support Depletion
Date, the amount distributable to the Group 2-A Certificates pursuant to Section
5.02(a)(ii) for such Distribution Date, will be distributed as principal,
concurrently, to the Class 2-A-1 and Class 2-A-2 Certificates, pro rata, until
their Class Certificate Balances have been reduced to zero.
(iii) With respect to the Class A Certificates of Group 3:
On each Distribution Date prior to the Senior Credit Support Depletion
Date, the amount distributable to the Group 3-A Certificates pursuant to Section
5.02(a)(ii) for such Distribution Date, will be distributed as principal,
concurrently, to the Class 3-A-1 and Class 3-A-2 Certificates, pro rata, until
their Class Certificate Balances have been reduced to zero.
(iv) With respect to the Class A Certificates of Group 4:
On each Distribution Date prior to the Senior Credit Support Depletion
Date, the amount distributable to the Group 4-A Certificates pursuant to Section
5.02(a)(ii) for such Distribution Date, will be distributed as principal,
concurrently, to the Class 4-A-1 and Class 4-A-2 Certificates, pro rata, until
their Class Certificate Balances have been reduced to zero.
(v) 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 Class A Certificates of a Group have
been reduced to zero, amounts otherwise distributable from the Unscheduled
Principal Amounts for the Related Loan Group on the Subordinate Certificates
will be paid as principal to the remaining classes of Class A Certificates
together with the applicable Senior Principal Distribution Amount in accordance
with the priorities set forth for the applicable Group in (i), (ii), (iii) or
(iv) 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 all
Mortgage Loans (including, for this purpose, any Mortgage Loans in foreclosure
or any REO Property and any Mortgage Loan for which the mortgagor has filed for
bankruptcy) 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 greater than or equal to 50%. If the Class A
Certificates of two or more Groups remain outstanding, the distributions
described above will be made to the Class A Certificates of such Groups, pro
rata, in proportion to the aggregate Class Certificate Balance of the Class A
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 Class A Certificates of a Group is greater than the Adjusted Pool
Amount 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 Subordinate Certificates pursuant to
5.02(a)(iii)(L), (J), (H), (F), (D) and (B), in that order, will be paid as
principal to the Class A 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) or
(iv) until the aggregate Class Certificate Balance of the Class A Certificates
of the Undercollateralized Group equals the Adjusted Pool Amount of the related
Loan Group. Also, the amount of any Class Unpaid Interest Shortfalls with
respect to the Undercollateralized Group (including any Class Unpaid Interest
Shortfalls for such Distribution Date) will be paid to the Undercollateralized
Group prior to the payment of any Undercollateralized Amount from amounts
otherwise distributable as principal on the Subordinate Certificates pursuant to
Section 5.02(a)(iii)(L), (J), (H), (F), (D) and (B), in that order: such amount
will be paid to such Undercollateralized Group in accordance with the priorities
set forth in Section 5.02(a)(i) up to their Interest Distribution Amounts for
such Distribution Date. 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 Certificate Balance of the Class A
Certificates of each such Group exceeds the Adjusted Pool Amount of the related
Loan Group.
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 Class A 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.
(c) On each Distribution Date, Accrued Certificate Interest for each
Class of Certificates for such Distribution Date shall be reduced by such Class'
pro rata share, based on such Class' Interest Distribution Amount 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)(iii), if with respect to any Class of Subordinate Certificates on any
Distribution Date, (i) the aggregate of the Class Certificate Balances
immediately prior to such Distribution Date of all Classes of Subordinate
Certificates which have a higher numerical Class designation than such Class,
divided by (ii) the aggregate Pool Stated Principal Balance for all Loan Groups
(the "Fractional Interest") is less than the Original Fractional Interest for
such Class, no distribution of principal in respect of clause (ii) of the
Subordinate Principal Distribution Amounts will be made to any Classes junior to
such Class (the "Restricted Classes"), the Class Certificate Balances of the
Restricted Classes will not be used in determining the Pro Rata Share for the
Subordinate Certificates that are not Restricted Classes; provided, however, if
the aggregate Class Certificate Balance of the Subordinate Certificates that are
not Restricted Classes is reduced to zero, then notwithstanding the above, any
funds remaining will be distributed sequentially to the Restricted Classes in
order of their respective numerical Class designations (beginning with the Class
of Restricted Certificates then outstanding with the lowest numerical Class
designation).
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 Class Certificate Balance of the Class of Subordinate
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 Certificates (after giving effect to the amount to be
distributed as a distribution of principal on such Distribution Date) equals the
sum of the Adjusted Pool Amounts for such Distribution Date.
After the Senior Credit Support Depletion Date, the Class Certificate
Balances of the Class A Certificates of the Related Group in the aggregate shall
be reduced or increased on each Distribution Date by the amount, if any,
necessary such that the aggregate of the Class Certificate Balances of all
outstanding Classes of Class A Certificates of such Group (after giving effect
to the amount to be distributed as a distribution of principal) equals the
Adjusted Pool Amount for such Loan Group and Distribution Date.
Any such reduction or increase shall be allocated among the Class A
Certificates of such Group based on the Class Certificate Balances immediately
prior to such Distribution Date.
(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 Certificates with respect to a Distribution Date (the "Calculated
Principal Distribution") shall be made prior to the allocation of any Realized
Losses for such Distribution Date; provided, however, the actual payment of
principal to the Classes of Certificates shall be made subsequent to the
allocation of Realized Losses for such Distribution Date. In the event that
after the allocation of Realized Losses for a Distribution Date, the Calculated
Principal Distribution for a Class of Subordinate Certificates is greater than
the Class Certificate Balance of such Class, the excess shall be distributed
first, sequentially, to the Classes of Subordinate Certificates then outstanding
(beginning with the Class of Subordinate Certificates then outstanding with the
lowest numerical designation) until the respective Class Certificate Balance of
each such Class is reduced to zero and then to the Class A 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 1-A-2 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 1-A-2 Certificates will be
reduced by the Class 1-A-2 Loss Allocation Amount and, notwithstanding Section
5.03(b), the Class Certificate Balance of the Class 1-A-1 Certificates will not
be reduced by the Class 1-A-2 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 1-A-1 Loss Amount exceeds
the Class Certificate Balance of the Class 1-A-2 Certificates prior to any
reduction for the Class 1-A-2 Loss Allocation Amount, such excess will be
distributed in reduction of the Class Certificate Balance of the Class 1-A-1
Certificates. After the Senior Credit Support Depletion Date, on any
Distribution Date on which the Class 2-A-2 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 2-A-2 Certificates will be
reduced by the Class 2-A-2 Loss Allocation Amount and, notwithstanding Section
5.03(b), the Class Certificate Balance of the Class 2-A-1 Certificates will not
be reduced by the Class 2-A- 2 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 2-A-1 Loss Amount exceeds
the Class Certificate Balance of the Class 2-A-2 Certificates prior to any
reduction for the Class 2-A-2 Loss Allocation Amount, such excess will be
distributed in reduction of the Class Certificate Balance of the Class 2-A-1
Certificates. After the Senior Credit Support Depletion Date, on any
Distribution Date on which the Class 3-A-2 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 3-A-2 Certificates will be
reduced by the Class 3-A-2 Loss Allocation Amount and, notwithstanding Section
5.03(b), the Class Certificate Balance of the Class 3-A-1 Certificates will not
be reduced by the Class 3-A-2 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 3-A-1 Loss Amount exceeds
the Class Certificate Balance of the Class 3-A-2 Certificates prior to any
reduction for the Class 3-A-2 Loss Allocation Amount, such excess will be
distributed in reduction of the Class Certificate Balance of the Class 3-A-1
Certificates. After the Senior Credit Support Depletion Date, on any
Distribution Date on which the Class 4-A-2 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 4-A-2 Certificates will be
reduced by the Class 4-A-2 Loss Allocation Amount and, notwithstanding Section
5.03(b), the Class Certificate Balance of the Class 4-A-1 Certificates will not
be reduced by the Class 4-A- 2 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 4-A-1 Loss Amount exceeds
the Class Certificate Balance of the Class 4-A-2 Certificates prior to any
reduction for the Class 4-A-2 Loss Allocation Amount, such excess will be
distributed in reduction of the Class Certificate Balance of the Class 4-A-1
Certificates.
Any increase allocated to the Class 1-A-1, Class 2-A-1, Class 3-A-1
and Class 4-A-1 Certificates pursuant to Section 5.03(b) will instead increase
the Class Certificate Balance of the Class 1-A-2, Class 2-A-2, Class 3-A-2 and
Class 4-A-2 Certificates, respectively.
(f) With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.03 will be allocated to each Uncertificated
Lower-Tier Interest as provided in Section 5.02(a).
(g) 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.
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 (xxi) and
(xxii) 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 included in such distribution and any remaining
Class 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 the
following Distribution Date;
(viii) for each Loan Group, the Senior Percentage and the Subordinate
Percentage for the following Distribution Date and the Total Senior
Percentage and Aggregate Subordinate Percentage for the following
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 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 amount of Servicing Advances made
since the previous Distribution Date and the aggregate amount of Servicing
Advances outstanding as of the close of business on such Distribution Date;
(xiii) for each Loan Group, the number and aggregate Stated Principal
Balance of Mortgage Loans, the Net WAC, 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;
(xiv) 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;
(xv) 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;
(xvi) 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;
(xvii) for each Group, the Senior Prepayment Percentage and the
Subordinate Prepayment Percentage for the following Distribution Date;
(xviii) for each Loan Group, the aggregate amount of Realized Losses
incurred during the preceding calendar month;
(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 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; and
(xxiii) the number and aggregate principal balance of any Mortgage
Loans repurchased by the Depositor from the Trust since the previous
Distribution Date.
(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 (each, a "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 (000) 000-0000. Parties that are unable to use the website are entitled
to have a paper copy mailed to them via first class mail by calling the customer
service desk and indicating such. The 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 1-A-R Certificate is hereby
designated as the Tax Matters Person for the Upper-Tier REMIC and the Lower-Tier
REMIC. By its acceptance of the Class 1-A-R Certificate 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 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 and the Lower-Tier REMIC as REMICs and avoid the imposition
of tax on either REMIC. In particular:
(a) The Trustee shall not create, or permit the creation of, any
"interests" in either REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Regular Certificates, the Residual
Certificate 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 either REMIC 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 either REMIC 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 Upper-Tier REMIC and the
Lower- Tier 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 either REMIC created hereunder and will not disqualify either 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.
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 A-1-A-1, X-0-X-0,
X-0-X-X, X-0-X-0, X-0-X-0, X- 0-X-0, A-3-A-2, A-4-A-1, X-0-X-0, 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 representing minimum dollar
Certificate Balances and integral multiples in excess thereof as set forth in
the Preliminary Statement. The Senior Certificates (other than the Class 1-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 (1) the Depository advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and (2) 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
SDefinitive Certificates") to 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 such 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
their exercise as a reasonably prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
The Trustee, 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.
(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 right 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 both S&P
and Fitch 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 a
bankrupt or insolvent, or a receiver of its property shall be appointed, or any
public officer shall take charge or control of such trustee or co-trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
Section 9.10 Authenticating Agents.
The 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 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 accrued interest thereon in the case of
an interest bearing Certificate and (ii) as to the Class 1-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 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 in the same manner as
principal and interest are distributed to the Uncertificated Lower-Tier
Interests 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 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
either REMIC created hereunder to fail to qualify as a REMIC at any time that
any related Certificates or Uncertificated Lower-Tier Interests 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 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 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 and the Lower-Tier REMIC as REMICs at all times that any Certificates or
Uncertificated Lower-Tier Interests are outstanding or to avoid or minimize the
risk of the imposition of any tax on either 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 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 Class A 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 either of the Upper-Tier REMIC or the Lower-Tier REMIC to any
tax or cause either of the Upper-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: BOAMS, Series 2006-A, and for overnight delivery purposes,
Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000,
Attention: BOAMS, Series 2006-A, with a copy to Xxxxx Fargo Bank, N.A., Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: BOAMS,
Series 2006-A, (d) in the case of S&P, Standard & Poor's, a division of The
XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn:
Residential Mortgage Surveillance Manager, and (e) in the case of Fitch, Fitch
Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: 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 GEORGIA )
) ss.:
COUNTY OF _______ )
On the 27th day of January, 2006, before me, a notary public in and
for the State of Georgia, personally appeared Xxxx Xxxxxx, Banc of America
Mortgage Securities, Inc. a Delaware corporation, known to me who, being by me
duly sworn, did depose and say that she is a Vice President of 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 _______ )
) ss.:
COUNTY OF _______ )
On the 27th day of January, 2006, before me, a notary public in and
for the State of _______, 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 ____________.
STATE OF MARYLAND )
) ss.:
COUNTY OF BALTIMORE )
On the 27th day of January, 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 an Assistant Vice
President 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 ____________.
EXHIBIT A-1-A-1
[FORM OF FACE OF CLASS 1-A-1 CERTIFICATE]
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 1-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 1-A-1
evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: January 1, 2006
First Distribution Date: February 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $32,207,000.00
Pass-Through Rate: Variable
CUSIP No.: 05949C RP 3
ISIN No.: US05949CRP31
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 January 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 A-1-A-2
[FORM OF FACE OF CLASS 1-A-2 CERTIFICATE]
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 1-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 1-A-1 CERTIFICATES WILL BE BORNE BY THE
CLASS 1-A-2 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 MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 1-A-2
evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: January 1, 2006
First Distribution Date: February 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,306,000.00
Pass-Through Rate: Variable
CUSIP No.: 05949C RQ 1
ISIN No.: US05949CRQ14
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 January 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 A-1-A-R
[FORM OF FACE OF CLASS 1-A-R CERTIFICATE]
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 1-A-R
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN TWO "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 1-A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS CLASS 1-A-R CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 1-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 four loan groups of adjustable interest rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: January 1, 2006
First Distribution Date: February 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $100.00
Pass-Through Rate: Variable
CUSIP No.: 05949C RR 9
ISIN No.: US05949CRR96
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 January 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.
Any distribution of the proceeds of any remaining assets of the applicable
sub-account of the Certificate Account will be made only upon presentment and
surrender of this Class 1-A-R Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class 1-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
1-A-R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 1-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 1-A-R Certificate unless such ownership
interest is a pro rata undivided interest; (iii) in connection with any proposed
transfer of this Class 1-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 Class 1-A-R Certificate to such proposed transferee shall be effected;
(v) this Class 1-A-R Certificate may not be purchased by or transferred to any
Person that is not a U.S. Person, unless (A) such Person holds this Class 1-A-R
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 Class 1-A-R Certificate will not be
disregarded for federal income tax purposes; (vi) any attempted or purported
transfer of this Class 1-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 1-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-2-A-1
[FORM OF FACE OF CLASS 2-A-1 CERTIFICATE]
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 2-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 2-A-1
evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: January 1, 2006
First Distribution Date: February 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $141,435,000.00
Pass-Through Rate: Variable
CUSIP No.: 05949C RS 7
ISIN No.: US05949CRS79
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 January 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 A-2-A-2
[FORM OF FACE OF CLASS 2-A-2 CERTIFICATE]
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 2-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 2-A-1 CERTIFICATES WILL BE BORNE BY THE
CLASS 2-A-2 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 MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 2-A-2
evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: January 1, 2006
First Distribution Date: February 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $5,734,000.00
Pass-Through Rate: Variable
CUSIP No.: 05949C RT 5
ISIN No.: US05949CRT52
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 January 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 A-3-A-1
[FORM OF FACE OF CLASS 3-A-1 CERTIFICATE]
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 3-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 3-A-1
evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: January 1, 2006
First Distribution Date: February 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $48,035,000.00
Pass-Through Rate: Variable
CUSIP No.: 05949C RU 2
ISIN No.: US05949CRU26
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 January 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 A-3-A-2
[FORM OF FACE OF CLASS 3-A-2 CERTIFICATE]
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 3-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 3-A-1 CERTIFICATES WILL BE BORNE BY THE
CLASS 3-A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
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 MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 3-A-2
evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: January 1, 2006
First Distribution Date: February 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,948,000.00
Pass-Through Rate: Variable
CUSIP No.: 05949C RV 0
ISIN No.: US05949CRV09
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 January 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 A-4-A-1
[FORM OF FACE OF CLASS 4-A-1 CERTIFICATE]
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 4-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 4-A-1
evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: January 1, 2006
First Distribution Date: February 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $76,232,000.00
Pass-Through Rate: Variable
CUSIP No.: 05949C RW 8
ISIN No.: US05949CRW81
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 January 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 A-4-A-2
[FORM OF FACE OF CLASS 4-A-2 CERTIFICATE]
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 4-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 4-A-1 CERTIFICATES WILL BE BORNE BY THE
CLASS 4-A-2 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 MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class 4-A-2
evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: January 1, 2006
First Distribution Date: February 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,091,000.00
Pass-Through Rate: Variable
CUSIP No.: 05949C RX 6
ISIN No.: US05949CRX64
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 January 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-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
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.
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class B-1
evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: January 1, 2006
First Distribution Date: February 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $7,247,000.00
Pass-Through Rate: Variable
CUSIP No.: 05949C RY 4
ISIN No.: US05949CRY48
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 January 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 MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
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.
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class B-2
evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: January 1, 2006
First Distribution Date: February 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,933,000.00
Pass-Through Rate: Variable
CUSIP No.: 05949C RZ 1
ISIN No.: US05949CRZ13
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 January 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 MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
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,
THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT.
BANC OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class B-3
evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: January 1, 2006
First Distribution Date: February 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,127,000.00
Pass-Through Rate: Variable
CUSIP No.: 05949C SA 5
ISIN No.: US05949CSA52
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 January 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 MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
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,
THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE 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 MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class B-4
evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: January 1, 2006
First Distribution Date: February 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $644,000.00
Pass-Through Rate: Variable
CUSIP No.: 05949C SB 3
ISIN No.: US05949CSB36
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 January 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 MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
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,
THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATE, THE CLASS B-3
CERTIFICATES AND THE 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 MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class B-5
evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: January 1, 2006
First Distribution Date: February 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $483,000.00
Pass-Through Rate: Variable
CUSIP No.: 05949C SC 1
ISIN No.: US05949CSC19
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 January 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 MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
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,
THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS B-3
CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE 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 MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2006-A
Class B-6
evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-off Date: January 1, 2006
First Distribution Date: February 27, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $644,620.00
Pass-Through Rate: Variable
CUSIP No.: 05949C SD 9
ISIN No.: US05949CSD91
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 January 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 MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates
This Certificate is one of a duly authorized issue of Certificates
designated as Banc of America Mortgage Securities, Inc. 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]
BOAMS 2006-A
3/1 ARM- Fixed for 3 yrs, then rate changes each year thereafter.
Mortgage Schedule
Loan Count: 57
Scheduled PB
as of January 1, 2005: $ 34,819,349.65
Unpaid PB W/A: $ 610,865.78
W/A Interest Rate: 6.070
W/A Remaining Term: 359.4
Loan Zip
Number Borrower State Code SalomonPropertyTypeCode
-------------------------------------------------------------------------
3303548444 XXXXXX VA 201690000 Single Family
3303553501 XXXXX CA 914030000 Single Family
6027187357 XXXXXX XX 00000 Single Family
6028547633 XXXXX XX 00000 PUD Detached
6051012695 XXXXXXX XX 00000 Single Family
6056424408 XXXXX XX 00000 CL
6076325296 XXXXXXX XX 00000 PUD Detached
6090180727 XXXX XX 00000 Single Family
6094118582 XXXX TX 75205 Single Family
6095781172 XXXXXX XX 00000 Single Family
6123656800 XXXXXX XX FL 34113 PUD Detached
6124382943 XXXXXX XX 00000 Single Family
6225300976 XXXXX XX XX 00000 Single Family
6248370832 XXXXXXXX XX 00000 Single Family
6253615840 XXXXXX CA 941213427 Single Family
6309526587 XXXXXXXXXX XX 00000 Single Family
0000000000 ROMAN CA 95076 Single Family
6327303910 XXXXXX XX 00000 PUD Detached
0000000000 MAY CA 93446 PUD Detached
6371949584 XXXXXXXX XX 00000 Single Family
6385546855 XXXX XX 00000 PUD Detached
6394722158 XXXXXXXX XX XX 00000 PUD Detached
6398649993 XXXXX XX 00000 CL
0000000000 XXXXXX XX 00000 Single Family
6406162930 XXXXXXXXXXX XX 00000 Single Family
6415824595 XXXX XX 00000 Single Family
6435316572 XXXXXX XX 00000 CL
6442901085 XXX XX 00000 Condo Highrise
6480163598 XX XX 00000 Single Family
6486942656 XXXXXXX XX 00000 Single Family
6498260212 XXXXXX XX 00000 Condo Highrise
6506406815 RIVERS DE 19966 CL
6508532220 BANDAK CA 92103 Condo Highrise
6561603454 XXXXXX XX 00000 Single Family
6597094777 XXXXX XX 00000 Two Family
6604021417 XXXX XX 00000 Single Family
6628800473 XXXXXX XX 00000 PUD Detached
6673839616 XXXXXXX XX 00000 PUD Detached
6682893935 XXXX XX 00000 Condo Highrise
6689954300 XXXXXX XX 00000 Single Family
6732879280 XXXXXX XX 00000 CL
6733019365 XXXXX VT 05672 CL
6743919711 XXXXXXX XX 00000 PUD Detached
6745937810 XXXXXXXXX XX 00000 Single Family
6830681570 XXXXXX XX 00000 CL
0000000000 XXXXXX XX 00000 Condo Highrise
6867069608 XXX-XXX XX 00000 Single Family
6887105499 XXXXXX XX 00000 Single Family
6892369569 XXXXXXXXX XX 00000 Condo Highrise
6907742974 XXXXX NY 11210 Single Family
6951723342 XXX XX 00000 Single Family
6954431802 XXXX FL 34145 Single Family
6958308428 XXXXXXXXXX VT 05146 Single Family
6962569239 XXXXXX XX 00000 Condo Highrise
6963281636 XXXXXX XX 00000 PUD Detached
6968915956 XXXXXXX-XXXXXX XX 00000 Single Family
6983699809 XXXXX XX 00000 CL
Loan Doc Original Note
Number B1Occupancy LoanPurposeCode Type LTV Rate
------------------------------------------------------------------------------------------------------
3303548444 Primary (Owner Occupied) Purchase Paper Saver 79.95 6.375
3303553501 Primary (Owner Occupied) Refinance_Equity_Takeout Paper Saver 60.10 6.5
6027187357 Secondary (Owner Occupied) Purchase Rapid 16.66 5.75
6028547633 Primary (Owner Occupied) Purchase Wholesale SISA 80.00 6.5
6051012695 Primary (Owner Occupied) Purchase Paper Saver 69.99 6.5
6056424408 Primary (Owner Occupied) Purchase Rapid 80.00 5.625
6076325296 Primary (Owner Occupied) Purchase Paper Saver 79.99 5.75
6090180727 Primary (Owner Occupied) Purchase Rapid 80.00 6
6094118582 Primary (Owner Occupied) Purchase Paper Saver 72.72 5.75
6095781172 Primary (Owner Occupied) Refinance_Equity_Takeout Wholesale SISA 60.17 6.75
6123656800 Primary (Owner Occupied) Purchase Standard 79.92 5.875
6124382943 Secondary (Owner Occupied) Purchase Rapid 80.00 6.125
6225300976 Primary (Owner Occupied) Purchase Rapid 80.00 5.75
6248370832 Primary (Owner Occupied) Purchase Paper Saver 80.00 6.75
6253615840 Primary (Owner Occupied) Purchase Wholesale SISA 80.00 6.75
6309526587 Primary (Owner Occupied) Refinance_Equity_Takeout Rapid 80.00 5.875
0000000000 Primary (Owner Occupied) Purchase Wholesale SISA 80.00 6.75
6327303910 Primary (Owner Occupied) Purchase Paper Saver 80.00 5.875
0000000000 Secondary (Owner Occupied) Purchase Standard 76.78 6.75
6371949584 Primary (Owner Occupied) Purchase Standard 80.00 6.125
6385546855 Primary (Owner Occupied) Purchase Wholesale SISA 80.00 5.75
6394722158 Secondary (Owner Occupied) Purchase Standard 67.11 6
6398649993 Primary (Owner Occupied) Purchase Rapid 80.00 5.25
0000000000 Secondary (Owner Occupied) Purchase Paper Saver 75.00 6
6406162930 Primary (Owner Occupied) Purchase DU 80.00 5.875
6415824595 Primary (Owner Occupied) Refinance_Equity_Takeout Wholesale SISA 64.21 6.375
6435316572 Primary (Owner Occupied) Purchase Paper Saver 80.00 5.75
6442901085 Primary (Owner Occupied) Purchase Standard 63.09 5.875
6480163598 Primary (Owner Occupied) Purchase Rapid 80.00 5.75
6486942656 Primary (Owner Occupied) Purchase Paper Saver 67.00 5.5
6498260212 Primary (Owner Occupied) Purchase Wholesale SISA 80.00 6
6506406815 Secondary (Owner Occupied) Purchase Wholesale SISA 80.00 5.5
6508532220 Primary (Owner Occupied) Purchase Paper Saver 80.00 5.875
6561603454 Secondary (Owner Occupied) Purchase Rapid 76.45 5.625
6597094777 Primary (Owner Occupied) Purchase Standard 80.00 6.125
6604021417 Primary (Owner Occupied) Purchase Wholesale SISA 80.00 6
6628800473 Primary (Owner Occupied) Purchase Standard 80.00 6
6673839616 Primary (Owner Occupied) Refinance_No_Cash_Out Standard 44.92 6.25
6682893935 Primary (Owner Occupied) Purchase Rapid 80.00 5.75
6689954300 Primary (Owner Occupied) Refinance_No_Cash_Out Standard 80.00 6.375
6732879280 Primary (Owner Occupied) Refinance_Equity_Takeout Rapid 70.98 6.25
6733019365 Secondary (Owner Occupied) Purchase Standard 77.60 6
6743919711 Primary (Owner Occupied) Refinance_Equity_Takeout Paper Saver 40.00 6.25
6745937810 Secondary (Owner Occupied) Purchase Standard 80.00 5.875
6830681570 Secondary (Owner Occupied) Purchase Rapid 80.00 6.25
0000000000 Primary (Owner Occupied) Refinance_No_Cash_Out Rapid 78.14 5.625
6867069608 Primary (Owner Occupied) Purchase Wholesale SISA 75.00 7
6887105499 Primary (Owner Occupied) Refinance_No_Cash_Out Wholesale SISA 79.86 6.125
6892369569 Secondary (Owner Occupied) Purchase Rapid 80.00 5.875
6907742974 Primary (Owner Occupied) Purchase Standard 45.00 5.875
6951723342 Primary (Owner Occupied) Purchase Wholesale SISA 80.00 6.875
6954431802 Secondary (Owner Occupied) Purchase Standard 58.97 5.625
6958308428 Secondary (Owner Occupied) Purchase Rapid 80.00 6.25
6962569239 Secondary (Owner Occupied) Refinance_No_Cash_Out Standard 36.00 5.375
6963281636 Primary (Owner Occupied) Purchase Wholesale SISA 79.99 6.375
6968915956 Primary (Owner Occupied) Refinance_No_Cash_Out Standard 63.33 6
6983699809 Primary (Owner Occupied) Refinance_Equity_Takeout Standard 45.83 6.5
Loan Original 1st Payment Maturity Original Monthly Current Closing Remaining
Number PB Date Date Term P&I Due Date Date Term
--------------------------------------------------------------------------------------------------------
3303548444 508800 1/1/2006 12/1/2035 360 3174.26 1/1/2006 11/29/2005 359
3303553501 631111 2/1/2006 1/1/2036 360 3989.06 2/1/2006 12/7/2005 360
6027187357 500000 1/1/2006 12/1/2035 360 2917.87 1/1/2006 11/28/2005 359
6028547633 520000 2/1/2006 1/1/2036 360 2816.67 2/1/2006 12/22/2005 360
6051012695 699999 1/1/2006 12/1/2035 360 3791.66 2/1/2006 11/15/2005 359
6056424408 451200 10/1/2005 9/1/2035 360 2597.37 2/1/2006 8/31/2005 356
6076325296 534106 1/1/2006 12/1/2035 360 2559.26 2/1/2006 11/17/2005 359
6090180727 419552 2/1/2006 1/1/2036 360 2097.76 2/1/2006 12/16/2005 360
6094118582 1000000 1/1/2006 12/1/2035 360 4791.67 1/1/2006 11/23/2005 359
6095781172 420000 1/1/2006 12/1/2035 360 2362.5 1/1/2006 11/9/2005 359
6123656800 477000 2/1/2006 1/1/2036 360 2335.31 2/1/2006 12/2/2005 360
6124382943 960000 1/1/2006 12/1/2035 360 4900 1/1/2006 11/23/2005 359
6225300976 544000 1/1/2006 12/1/2035 360 2606.67 2/1/2006 11/10/2005 359
6248370832 588000 2/1/2006 1/1/2036 360 3813.76 2/1/2006 12/19/2005 360
6253615840 704000 1/1/2006 12/1/2035 360 3960 1/1/2006 12/6/2005 359
6309526587 620000 1/1/2006 12/1/2035 360 3035.42 1/1/2006 11/22/2005 359
0000000000 585600 2/1/2006 1/1/2036 360 3294 2/1/2006 12/16/2005 360
6327303910 879200 2/1/2006 1/1/2036 360 5200.81 2/1/2006 12/12/2005 360
0000000000 495920 2/1/2006 1/1/2036 360 2789.55 2/1/2006 12/2/2005 360
6371949584 497200 1/1/2006 12/1/2035 360 2537.79 2/1/2006 11/30/2005 359
6385546855 460000 1/1/2006 12/1/2035 360 2204.17 2/1/2006 11/22/2005 359
6394722158 1500000 2/1/2006 1/1/2036 360 7500 2/1/2006 12/19/2005 360
6398649993 420000 11/1/2005 10/1/2035 360 1837.5 2/1/2006 10/7/2005 357
0000000000 705000 1/1/2006 12/1/2035 360 3525 1/1/2006 11/22/2005 359
6406162930 544000 1/1/2006 12/1/2035 360 3217.97 1/1/2006 11/18/2005 359
6415824595 610000 1/1/2006 12/1/2035 360 3240.63 2/1/2006 12/5/2005 359
6435316572 440000 2/1/2006 1/1/2036 360 2567.73 2/1/2006 12/23/2005 360
6442901085 1000000 2/1/2006 1/1/2036 360 4895.83 2/1/2006 12/6/2005 360
6480163598 664000 1/1/2006 12/1/2035 360 3874.93 1/1/2006 12/2/2005 359
6486942656 435500 2/1/2006 1/1/2036 360 1996.04 2/1/2006 12/23/2005 360
6498260212 480000 2/1/2006 1/1/2036 360 2400 2/1/2006 12/13/2005 360
6506406815 473632 1/1/2006 12/1/2035 360 2689.24 1/1/2006 11/2/2005 359
6508532220 428000 1/1/2006 12/1/2035 360 2095.41 1/1/2006 11/30/2005 359
6561603454 592500 1/1/2006 12/1/2035 360 3410.77 2/1/2006 11/28/2005 359
6597094777 556000 1/1/2006 12/1/2035 360 3378.32 1/1/2006 12/1/2005 359
6604021417 720000 2/1/2006 1/1/2036 360 4316.77 2/1/2006 12/15/2005 360
6628800473 420000 2/1/2006 1/1/2036 360 2100 2/1/2006 12/19/2005 360
6673839616 575000 1/1/2006 12/1/2035 360 2994.79 2/1/2006 12/5/2005 359
6682893935 440000 2/1/2006 1/1/2036 360 2108.33 2/1/2006 12/20/2005 360
6689954300 428000 1/1/2006 12/1/2035 360 2273.75 1/1/2006 12/6/2005 359
6732879280 460000 1/1/2006 12/1/2035 360 2395.83 1/1/2006 12/5/2005 359
6733019365 610000 1/1/2006 12/1/2035 360 3050 2/1/2006 11/23/2005 359
6743919711 600000 2/1/2006 1/1/2036 360 3125 2/1/2006 12/14/2005 360
6745937810 880000 1/1/2006 12/1/2035 360 4308.33 2/1/2006 11/30/2005 359
6830681570 423920 1/1/2006 12/1/2035 360 2207.61 2/1/2006 12/5/2005 359
0000000000 590000 2/1/2006 1/1/2036 360 2765.63 2/1/2006 12/23/2005 360
6867069608 524250 2/1/2006 1/1/2036 360 3058.12 2/1/2006 12/12/2005 360
6887105499 491200 1/1/2006 12/1/2035 360 2506.66 1/1/2006 12/5/2005 359
6892369569 520000 1/1/2006 12/1/2035 360 2545.83 1/1/2006 11/18/2005 359
6907742974 450000 2/1/2006 1/1/2036 360 2203.12 2/1/2006 12/7/2005 360
6951723342 560000 1/1/2006 12/1/2035 360 3208.33 1/1/2006 11/25/2005 359
6954431802 575000 1/1/2006 12/1/2035 360 2695.31 3/1/2006 11/30/2005 359
6958308428 636000 2/1/2006 1/1/2036 360 3915.97 2/1/2006 12/2/2005 360
6962569239 900000 2/1/2006 1/1/2036 360 4031.25 2/1/2006 12/8/2005 360
6963281636 818590 1/1/2006 12/1/2035 360 4348.76 1/1/2006 11/21/2005 359
6968915956 760000 2/1/2006 1/1/2036 360 3800 2/1/2006 12/16/2005 360
6983699809 1100000 1/1/2006 12/1/2035 360 6952.75 1/1/2006 11/8/2005 359
Rate
Loan Scheduled Appraisal Sales PMI Cov 1st Rate Adjustment
Number PB FICO Value Price % PMI Company Change Date Frequency
---------------------------------------------------------------------------------------------------------
3303548444 508,328.74 753 644000 636356 0 12/1/2008 12
3303553501 631,111.00 756 1050000 0 0 1/1/2009 12
6027187357 499,477.96 000 0000000 3600000 0 12/1/2008 12
6028547633 520,000.00 809 650000 679000 0 1/1/2009 12
6051012695 699,999.00 801 1123000 999999 0 12/1/2008 12
6056424408 449,256.91 744 564000 606975 0 9/1/2008 12
6076325296 534,106.00 718 765000 667633 0 12/1/2008 12
6090180727 419,552.00 742 575000 524440 0 1/1/2009 12
6094118582 1,000,000.00 789 1425000 1375000 0 12/1/2008 12
6095781172 420,000.00 731 698000 0 0 12/1/2008 12
6123656800 477,000.00 701 1050000 596784 0 1/1/2009 12
6124382943 960,000.00 731 1500000 1200000 0 12/1/2008 12
6225300976 544,000.00 792 680000 680000 0 12/1/2008 12
6248370832 588,000.00 774 740000 735000 0 1/1/2009 12
6253615840 704,000.00 740 880000 880000 0 12/1/2008 12
6309526587 620,000.00 750 775000 0 0 12/1/2008 12
0000000000 585,600.00 741 732000 732000 0 1/1/2009 12
6327303910 879,200.00 757 1099500 1099000 0 1/1/2009 12
0000000000 495,920.00 777 645824 645824 0 1/1/2009 12
6371949584 497,200.00 684 635000 621500 0 12/1/2008 12
6385546855 460,000.00 739 590000 575000 0 12/1/2008 12
6394722158 1,500,000.00 000 0000000 2235062 0 1/1/2009 12
6398649993 420,000.00 805 525000 525000 0 10/1/2008 12
0000000000 705,000.00 686 940000 1000000 0 12/1/2008 12
6406162930 543,445.36 804 680000 680000 0 12/1/2008 12
6415824595 610,000.00 753 950000 0 0 12/1/2008 12
6435316572 440,000.00 721 550000 550000 0 1/1/2009 12
6442901085 1,000,000.00 804 1858000 1585000 0 1/1/2009 12
6480163598 663,306.74 756 830000 830000 0 12/1/2008 12
6486942656 435,500.00 754 710000 650000 0 1/1/2009 12
6498260212 480,000.00 772 620000 600000 0 1/1/2009 12
6506406815 473,113.57 733 595000 592040 0 12/1/2008 12
6508532220 428,000.00 785 535000 535000 0 12/1/2008 12
6561603454 591,866.57 724 775000 787000 0 12/1/2008 12
6597094777 555,459.60 707 695000 695000 0 12/1/2008 12
6604021417 720,000.00 795 1000000 900000 0 1/1/2009 12
6628800473 420,000.00 681 525000 525000 0 1/1/2009 12
6673839616 575,000.00 715 1280000 0 0 12/1/2008 12
6682893935 440,000.00 789 560000 550000 0 1/1/2009 12
6689954300 428,000.00 696 535000 0 0 12/1/2008 12
6732879280 460,000.00 787 648000 0 0 12/1/2008 12
6733019365 610,000.00 781 786000 786000 0 12/1/2008 12
6743919711 600,000.00 721 1500000 0 0 1/1/2009 12
6745937810 880,000.00 755 1240000 1100000 0 12/1/2008 12
6830681570 423,860.62 764 537000 529900 0 12/1/2008 12
0000000000 590,000.00 749 755000 0 0 1/1/2009 12
6867069608 524,250.00 725 699000 699000 0 1/1/2009 12
6887105499 491,200.00 742 615000 0 0 12/1/2008 12
6892369569 520,000.00 760 650000 650000 0 12/1/2008 12
6907742974 450,000.00 699 1000000 999990 0 1/1/2009 12
6951723342 560,000.00 755 700000 750000 0 12/1/2008 12
6954431802 575,000.00 655 1050000 975000 0 12/1/2008 12
6958308428 636,000.00 728 810000 795000 0 1/1/2009 12
6962569239 900,000.00 773 2500000 0 0 1/1/2009 12
6963281636 818,590.00 718 1150000 1023246 0 12/1/2008 12
6968915956 760,000.00 780 1200000 0 0 1/1/2009 12
6983699809 1,099,005.58 707 2400000 0 0 12/1/2008 12
Payment
Loan 1st Payment Adjustment Next Rate Conversion Rounding Rounding Product
Number Change Date Frequency Change Date Flag Margin Factor Flag Description
------------------------------------------------------------------------------------------------------------------
3303548444 1/1/2009 12 12/1/2008 N 2.25 125 U MR 3 YR NC LIBOR
3303553501 2/1/2009 12 1/1/2009 N 2.25 125 U 3 YR NC LIBOR
6027187357 1/1/2009 12 12/1/2008 N 2.25 125 U 3 YR NC LIBOR
6028547633 2/1/2009 12 1/1/2009 N 2.25 125 U 3/1 NCONF IO
6051012695 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6056424408 10/1/2008 12 9/1/2008 N 2.25 125 U 3 YR NC LIBOR
6076325296 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6090180727 2/1/2009 12 1/1/2009 N 2.25 125 U 3/1 NCONF IO
6094118582 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6095781172 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6123656800 2/1/2009 12 1/1/2009 N 2.25 125 U 3/1 NCONF IO
6124382943 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6225300976 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6248370832 2/1/2009 12 1/1/2009 N 2.25 125 U 3 YR NC LIBOR
6253615840 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6309526587 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
0000000000 2/1/2009 12 1/1/2009 N 2.25 125 U 3/1 NCONF IO
6327303910 2/1/2009 12 1/1/2009 N 2.25 125 U 3 YR NC LIBOR
0000000000 2/1/2009 12 1/1/2009 N 2.25 125 U MR 3/1 IO ARM
6371949584 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6385546855 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6394722158 2/1/2009 12 1/1/2009 N 2.25 125 U 3/1 NCONF IO
6398649993 11/1/2008 12 10/1/2008 N 2.25 125 U 3/1 NCONF IO
0000000000 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6406162930 1/1/2009 12 12/1/2008 N 2.25 125 U 3 YR NC LIBOR
6415824595 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6435316572 2/1/2009 12 1/1/2009 N 2.25 125 U 3 YR NC LIBOR
6442901085 2/1/2009 12 1/1/2009 N 2.25 125 U 3/1 NCONF IO
6480163598 1/1/2009 12 12/1/2008 N 2.25 125 U 3 YR NC LIBOR
6486942656 2/1/2009 12 1/1/2009 N 2.25 125 U 3/1 NCONF IO
6498260212 2/1/2009 12 1/1/2009 N 2.25 125 U 3/1 NCONF IO
6506406815 1/1/2009 12 12/1/2008 N 2.25 125 U 3 YR NC LIBOR
6508532220 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6561603454 1/1/2009 12 12/1/2008 N 2.25 125 U 3 YR NC LIBOR
6597094777 1/1/2009 12 12/1/2008 N 2.25 125 U 3 YR NC LIBOR
6604021417 2/1/2009 12 1/1/2009 N 2.25 125 U 3 YR NC LIBOR
6628800473 2/1/2009 12 1/1/2009 N 2.25 125 U 3/1 NCONF IO
6673839616 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6682893935 2/1/2009 12 1/1/2009 N 2.25 125 U 3/1 NCONF IO
6689954300 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6732879280 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6733019365 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6743919711 2/1/2009 12 1/1/2009 N 2.25 125 U 3/1 NCONF IO
6745937810 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6830681570 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
0000000000 2/1/2009 12 1/1/2009 N 2.25 125 U 3/1 NCONF IO
6867069608 2/1/2009 12 1/1/2009 N 2.25 125 U 3/1 NCONF IO
6887105499 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6892369569 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6907742974 2/1/2009 12 1/1/2009 N 2.25 125 U 3/1 NCONF IO
6951723342 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6954431802 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6958308428 2/1/2009 12 1/1/2009 N 2.25 125 U 3 YR NC LIBOR
6962569239 2/1/2009 12 1/1/2009 N 2.25 125 U 3/1 NCONF IO
6963281636 1/1/2009 12 12/1/2008 N 2.25 125 U 3/1 NCONF IO
6968915956 2/1/2009 12 1/1/2009 N 2.25 125 U 3/1 NCONF IO
6983699809 1/1/2009 12 12/1/2008 N 2.25 125 U 3 YR NC LIBOR
Loan Lookback 1st Change Life Max Minimum Periodic
Number Index Days Cap Cap Rate Rate Rate Cap
------------------------------------------------------------------------------------
3303548444 1 yr libor 45 2 6 12.375 2.25 2.00
3303553501 1 yr libor 45 2 6 12.5 2.25 2.00
6027187357 1 yr libor 45 2 6 11.75 2.25 2.00
6028547633 1 yr libor 45 2 6 12.5 2.25 2.00
6051012695 1 yr libor 45 2 6 12.5 2.25 2.00
6056424408 1 yr libor 45 2 6 11.625 2.25 2.00
6076325296 1 yr libor 45 2 6 11.75 2.25 2.00
6090180727 1 yr libor 45 2 6 12 2.25 2.00
6094118582 1 yr libor 45 2 6 11.75 2.25 2.00
6095781172 1 yr libor 45 2 6 12.75 2.25 2.00
6123656800 1 yr libor 45 2 6 11.875 2.25 2.00
6124382943 1 yr libor 45 2 6 12.125 2.25 2.00
6225300976 1 yr libor 45 2 6 11.75 2.25 2.00
6248370832 1 yr libor 45 2 6 12.75 2.25 2.00
6253615840 1 yr libor 45 2 6 12.75 2.25 2.00
6309526587 1 yr libor 45 2 6 11.875 2.25 2.00
0000000000 1 yr libor 45 2 6 12.75 2.25 2.00
6327303910 1 yr libor 45 2 6 11.875 2.25 2.00
0000000000 1 yr libor 45 2 6 12.75 2.25 2.00
6371949584 1 yr libor 45 2 6 12.125 2.25 2.00
6385546855 1 yr libor 45 2 6 11.75 2.25 2.00
6394722158 1 yr libor 45 2 6 12 2.25 2.00
6398649993 1 yr libor 45 2 6 11.25 2.25 2.00
0000000000 1 yr libor 45 2 6 12 2.25 2.00
6406162930 1 yr libor 45 2 6 11.875 2.25 2.00
6415824595 1 yr libor 45 2 6 12.375 2.25 2.00
6435316572 1 yr libor 45 2 6 11.75 2.25 2.00
6442901085 1 yr libor 45 2 6 11.875 2.25 2.00
6480163598 1 yr libor 45 2 6 11.75 2.25 2.00
6486942656 1 yr libor 45 2 6 11.5 2.25 2.00
6498260212 1 yr libor 45 2 6 12 2.25 2.00
6506406815 1 yr libor 45 2 6 11.5 2.25 2.00
6508532220 1 yr libor 45 2 6 11.875 2.25 2.00
6561603454 1 yr libor 45 2 6 11.625 2.25 2.00
6597094777 1 yr libor 45 2 6 12.125 2.25 2.00
6604021417 1 yr libor 45 2 6 12 2.25 2.00
6628800473 1 yr libor 45 2 6 12 2.25 2.00
6673839616 1 yr libor 45 2 6 12.25 2.25 2.00
6682893935 1 yr libor 45 2 6 11.75 2.25 2.00
6689954300 1 yr libor 45 2 6 12.375 2.25 2.00
6732879280 1 yr libor 45 2 6 12.25 2.25 2.00
6733019365 1 yr libor 45 2 6 12 2.25 2.00
6743919711 1 yr libor 45 2 6 12.25 2.25 2.00
6745937810 1 yr libor 45 2 6 11.875 2.25 2.00
6830681570 1 yr libor 45 2 6 12.25 2.25 2.00
0000000000 1 yr libor 45 2 6 11.625 2.25 2.00
6867069608 1 yr libor 45 2 6 13 2.25 2.00
6887105499 1 yr libor 45 2 6 12.125 2.25 2.00
6892369569 1 yr libor 45 2 6 11.875 2.25 2.00
6907742974 1 yr libor 45 2 6 11.875 2.25 2.00
6951723342 1 yr libor 45 2 6 12.875 2.25 2.00
6954431802 1 yr libor 45 2 6 11.625 2.25 2.00
6958308428 1 yr libor 45 2 6 12.25 2.25 2.00
6962569239 1 yr libor 45 2 6 11.375 2.25 2.00
6963281636 1 yr libor 45 2 6 12.375 2.25 2.00
6968915956 1 yr libor 45 2 6 12 2.25 2.00
6983699809 1 yr libor 45 2 6 12.5 2.25 2.00
EXHIBIT D-2
MORTGAGE LOAN SCHEDULE
(LOAN GROUP 2)
Bank of America
[LOGO]
BOAMS 2006-A
Mortgage Schedule
5-1 ARM: Fixed for five years then rate adjusts each year thereafter.
Net 5: Interest Only for 5 years. Rate is fixed for five years, then adjusts
each year thereafter.
Loan Count: 270
Scheduled PB
as of January 1, 2005: $ 152,903,234.33
Unpaid PB W/A: $ 566,308.28
W/A Interest Rate: 5.703
W/A Remaining Term: 358.3
Loan Zip
Number Borrower State Code PropertyTypeCode Occupancy
------------- -------- ----- --------- ---------------- ------------------------
3303285773 ALOVERA CA 940150000 CL Primary (Owner Occupied)
3303416378 XXXXXX CA 928210000 Single Family Primary (Owner Occupied)
3303426278 XXXXXXXX CA 907173307 Single Family Primary (Owner Occupied)
3303452993 ROHM CA 928690000 Single Family Primary (Owner Occupied)
3303472801 XXXXXXX XX 00000 Single Family Primary (Owner Occupied)
3303541712 XXXXX JR NC 282110000 Single Family Primary (Owner Occupied)
3303556207 XXXXXXX JR TX 750930000 Single Family Primary (Owner Occupied)
3303566560 GLEAN CA 940150000 Single Family Primary (Owner Occupied)
3303566941 XXXXXX SC 295970000 CL Secondary (Owner Occupied)
3303580116 XXXXXXXXX MD 208170000 Single Family Primary (Owner Occupied)
3303582625 CASE WA 980530000 Single Family Primary (Owner Occupied)
6003999940 XXXXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6009599280 XXXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6011809966 RAZA MA 017482126 Single Family Primary (Owner Occupied)
0000000000 XXXXXXXXX XX 00000 Single Family Primary (Owner Occupied)
0000000000 XXXXXX FL 331434609 Single Family Primary (Owner Occupied)
6019903860 XXXXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6023817924 XXXXXX XX 00000 Single Family Primary (Owner Occupied)
6024286327 XXXXX VA 201486953 PUD Detached Primary (Owner Occupied)
6025598308 YU CA 92009 PUD Detached Primary (Owner Occupied)
6026863149 XXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6030989823 XXXXXXX XX 00000 CL Primary (Owner Occupied)
6031092841 XXXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6033165843 XXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6044295290 XXXXX XX 00000 CL Primary (Owner Occupied)
6045886469 XXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6047300501 ROSE RI 02852 Single Family Primary (Owner Occupied)
6049656389 XXXXXXXX XX 00000 CL Secondary (Owner Occupied)
6053832215 RITZ IL 60175 PUD Attached Primary (Owner Occupied)
6056100339 XXXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6058327286 LEYBA JR NM 87505 Single Family Primary (Owner Occupied)
6059250099 XXXXXX XX 00000 Single Family Primary (Owner Occupied)
6061199235 XXXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6061489065 XXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6064291088 AHMED CA 92009 PUD Detached Primary (Owner Occupied)
6068828836 XXXXXXXX XX 00000 CL Secondary (Owner Occupied)
6068927380 XXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6071629932 XXXXX CA 90016 Single Family Primary (Owner Occupied)
6074200566 XXXXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6074480986 XXX XXXXX XX 00000 Single Family Primary (Owner Occupied)
6075489507 XXXX CA 93010 PUD Detached Primary (Owner Occupied)
6080314302 XXXXX XX 00000 Single Family Primary (Owner Occupied)
6085945415 CHOO CA 92886 CL Primary (Owner Occupied)
6088810665 XXXXXXXX XX 00000 Condo Highrise Primary (Owner Occupied)
6098731455 CELISTAN IL 605213624 Single Family Primary (Owner Occupied)
6101416706 XXXXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6101571120 XXXXXX TN 371300000 Single Family Primary (Owner Occupied)
6103167489 XXXXXXX XXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6103634959 BUSO VA 222071353 Single Family Primary (Owner Occupied)
6104151060 DERIENZIS FL 322595274 PUD Detached Primary (Owner Occupied)
6105776402 XXXXXX GA 30342 PUD Primary (Owner Occupied)
6112559908 XXXXX XX 00000 CL Primary (Owner Occupied)
6113228271 XXXXXXXXXX XX 00000 Townhouse Primary (Owner Occupied)
6113735853 XXXX-XXXXX XX 00000 Single Family Primary (Owner Occupied)
6114171140 XXXX CA 93923 CL Primary (Owner Occupied)
6123739283 XXXX XX 00000 Single Family Primary (Owner Occupied)
6124471688 XXXXX XX 00000 Condo Highrise Primary (Owner Occupied)
6128462543 XXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6128976674 XIAO MN 55126 Single Family Primary (Owner Occupied)
6143031430 XXXXXX PA 17517 Four Family Primary (Owner Occupied)
6152137862 XXXXX XX 00000 Single Family Primary (Owner Occupied)
6156989623 XXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6159397717 XXXXXX NC 28173 PUD Detached Primary (Owner Occupied)
6160356173 XXXXXXX XX 00000 CL Primary (Owner Occupied)
6162951161 XXXXXXX CA 92109 Single Family Primary (Owner Occupied)
6163719120 XXXX XX 00000 PUD Detached Primary (Owner Occupied)
6165610319 XXX XX 00000 Single Family Primary (Owner Occupied)
6170263609 COX AZ 853315593 PUD Detached Primary (Owner Occupied)
0000000000 ALQUETRA CA 95054 CL Primary (Owner Occupied)
6173084697 XXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6173322089 XXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6174993219 XXXXXXXX FL 342129561 PUD Detached Primary (Owner Occupied)
6175751301 SLJIVAR CA 91910 Single Family Primary (Owner Occupied)
6179157463 SAADAT VA 22003 Single Family Primary (Owner Occupied)
6180404227 XXXXXXX XX 00000 CL Primary (Owner Occupied)
6181297554 XXXXX XX 00000 Single Family Primary (Owner Occupied)
6189426445 LE WA 980555895 PUD Attached Primary (Owner Occupied)
0000000000 XXXX XX 00000 Single Family Primary (Owner Occupied)
6207962462 XXXXXX XX 00000 PUD Detached Secondary (Owner Occupied)
6210444573 XXXXXXX XX 00000 CL Primary (Owner Occupied)
6214336577 XXXX-XXXXXXX MD 21701 PUD Detached Primary (Owner Occupied)
6216436383 RECHTSCHAFFEN IL 606112696 Condo Highrise Primary (Owner Occupied)
6222752559 XXXXXX XX 00000 Single Family Primary (Owner Occupied)
6226708870 XXXXXX CA 95123 CL Primary (Owner Occupied)
6231691426 GHADERI VA 20111 Townhouse Primary (Owner Occupied)
6233446860 XXXXXX MN 553183407 PUD Detached Primary (Owner Occupied)
6235908859 XXXX CA 941072706 Single Family Primary (Owner Occupied)
6241287777 XXXXXXXXX XX 00000 CL Primary (Owner Occupied)
6242538509 XXXXX XX 00000 Single Family Primary (Owner Occupied)
6243503916 XXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6248469766 XXXXXXX CA 91741 Single Family Primary (Owner Occupied)
0000000000 XXXX XX 00000 Single Family Primary (Owner Occupied)
6252147902 XXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6253998212 XXXX NJ 070595663 Single Family Primary (Owner Occupied)
6255318237 XXXXX VA 22030 Single Family Primary (Owner Occupied)
6256460699 LE TUAN CA 95128 CL Primary (Owner Occupied)
6256967222 XXXXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6259265970 XXXX MD 20759 Single Family Primary (Owner Occupied)
6261375007 XXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6264108041 XXXXXX FL 333151219 Single Family Primary (Owner Occupied)
6270321133 XXXXXX VA 20155 PUD Detached Primary (Owner Occupied)
6274613782 XXXXX XX 00000 CL Primary (Owner Occupied)
6274983268 XXXXXXXX XX 00000 CL Primary (Owner Occupied)
6277269533 LICHT DC 20008 CL Primary (Owner Occupied)
6290498085 XXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6290587341 XXXXXXXX XX 00000 CL Primary (Owner Occupied)
6291960513 XXXXXXXXX XX 00000 CL Primary (Owner Occupied)
6292103337 SGARBI IN 46140 Single Family Primary (Owner Occupied)
6294747131 XXXXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6297031848 XXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6308650347 MACEO CA 94066 Single Family Primary (Owner Occupied)
6309819826 XXXXXXXX TX 750932421 PUD Detached Primary (Owner Occupied)
6309867528 TAM CA 94597 Single Family Primary (Owner Occupied)
6319466535 XXXXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6327253677 XXXXXX FL 34997 Single Family Primary (Owner Occupied)
6330047488 XXXX CA 94402 CL Primary (Owner Occupied)
6331716487 LARA CA 95128 Single Family Primary (Owner Occupied)
6335137136 XXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6340009809 XXXXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6342815005 XXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6344198673 XXXXXXXX VA 22026 PUD Detached Primary (Owner Occupied)
6349559945 XXXXXX XX 00000 Single Family Primary (Owner Occupied)
6370522523 XXXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6371636942 XXXXXX XX 00000 CL Secondary (Owner Occupied)
6390489232 GOMBESKI MD 21155 Single Family Primary (Owner Occupied)
6391506885 XXXXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6394614454 XXXXXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
0000000000 XXXXXXX XX 00000 Condo Highrise Primary (Owner Occupied)
6396716547 XXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6396835826 XXXXXX XX 00000 Single Family Primary (Owner Occupied)
6401116915 XXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6401708976 XXXXX XX 00000 Single Family Primary (Owner Occupied)
6406553641 XXXXXX XX 00000 PUD Detached Primary (Owner Occupied)
6408707914 XXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6412877224 XXXXXXXX VA 22180 Single Family Primary (Owner Occupied)
6417418354 XXXXXXX XX 00000 PUD Attached Primary (Owner Occupied)
6419731838 CUTLIFFE FL 336263353 PUD Detached Primary (Owner Occupied)
6421771293 XXXXXXXX XX 00000 Condo Highrise Secondary (Owner Occupied)
6422042595 LAPUS CA 94014 Four Family Primary (Owner Occupied)
6424372206 XXXXXXX XX 00000 Condo Highrise Secondary (Owner Occupied)
6426660871 XXXXXXX XX 00000 Single Family Primary (Owner Occupied)
0000000000 XXXXXXXX XX 00000 Single Family Primary (Owner Occupied)
0000000000 XXXXX FL 33884 Single Family Primary (Owner Occupied)
6443798480 XXXXX XX 00000 Single Family Primary (Owner Occupied)
6453277235 XXXXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6458426613 XXXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6464073573 XXXXX XX 00000 Single Family Primary (Owner Occupied)
6465372578 XXXXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6477974072 XXXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6486117671 XXXXXX XX 00000 Single Family Primary (Owner Occupied)
6494397984 XXXXXX CA 926883500 PUD Detached Primary (Owner Occupied)
6500160434 XXXX XX 00000 PUD Detached Primary (Owner Occupied)
6500269177 XXXXXXXXX XX 00000 CL Primary (Owner Occupied)
6501854779 XXXXXXXX XX 00000 Single Family Primary (Owner Occupied)
0000000000 XXXXXXXXXXX XX 00000 CL Primary (Owner Occupied)
6507532775 XXXXXX XX 00000 Single Family Primary (Owner Occupied)
6509017874 XXXXXXX XX 00000 Single Family Primary (Owner Occupied)
6511558626 MAY NJ 08540 Townhouse Primary (Owner Occupied)
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0000000000 XXXXXX MA 017411648 Single Family Primary (Owner Occupied)
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6608514102 XXXXXXXXXXX XX 00000 Single Family Primary (Owner Occupied)
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6622240924 TABRAH CA 95054 Single Family Primary (Owner Occupied)
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6626817594 XXX XX 00000 CL Primary (Owner Occupied)
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6654680617 XXXXXXXX XX 00000 Single Family Primary (Owner Occupied)
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Loan Doc Original Note Original 1st Payment Maturity Original Monthly
Number LoanPurpose Type LTV Rate PB Date Date Term P&I
------------ ----------------------- ----------- -------- ---- -------- ----------- -------- -------- --------
3303285773 Refinance_No_Cash_Out Standard 73.78 6 479614 2/1/2006 1/1/2036 360 2875.53
3303416378 Refinance_Equity_Takeout Standard 71.27 5.75 445475 2/1/2006 1/1/2036 360 2599.68
3303426278 Purchase Standard 80.00 6.375 460000 2/1/2006 1/1/2036 360 2869.81
3303452993 Refinance_No_Cash_Out Paper Saver 25.02 5.5 450426 1/1/2006 12/1/2035 360 2557.47
3303472801 Purchase Paper Saver 79.80 6.125 648000 2/1/2006 1/1/2036 360 3937.32
3303541712 Purchase Paper Saver 80.00 5.875 740000 2/1/2006 1/1/2036 360 4377.38
3303556207 Refinance_No_Cash_Out Paper Saver 67.08 6.125 620548 2/1/2006 1/1/2036 360 3770.52
3303566560 Refinance_Equity_Takeout Paper Saver 65.01 5.875 487600 2/1/2006 1/1/2036 360 2884.34
3303566941 Purchase Paper Saver 80.00 6.25 485200 2/1/2006 1/1/2036 360 2987.46
3303580116 Purchase Paper Saver 80.00 5.75 493600 2/1/2006 1/1/2036 360 2880.52
3303582625 Purchase Paper Saver 78.00 6.375 500000 2/1/2006 1/1/2036 360 3119.35
6003999940 Purchase Standard 90.00 5.75 539100 1/1/2006 12/1/2035 360 2583.19
6009599280 Purchase Paper Saver 74.99 5.125 649462 1/1/2006 12/1/2035 360 3536.24
6011809966 Purchase Standard 78.50 5 420000 1/1/2006 12/1/2035 360 2254.66
0000000000 Refinance_Equity_Takeout All Ready Home 39.50 6.5 454313 1/1/2006 12/1/2035 360 2871.57
0000000000 Purchase Standard 90.00 5.75 414000 2/1/2006 1/1/2036 360 1983.75
6019903860 Refinance_No_Cash_Out Rapid 37.35 6.75 504350 2/1/2006 1/1/2036 360 2836.97
6023817924 Refinance_Equity_Takeout Paper Saver 62.50 4.625 500000 1/1/2006 12/1/2035 360 2570.7
6024286327 Purchase Paper Saver 80.00 4.375 568000 2/1/2006 1/1/2036 360 2835.95
6025598308 Purchase Paper Saver 74.50 5.75 880000 1/1/2006 12/1/2035 360 5135.45
6026863149 Purchase Wholesale SISA 80.00 6.75 607200 2/1/2006 1/1/2036 360 3938.29
6030989823 Purchase Rapid 79.98 5.25 427750 2/1/2006 1/1/2036 360 1871.41
6031092841 Refinance_No_Cash_Out Rapid 50.67 6.125 1125000 2/1/2006 1/1/2036 360 5705.3
6033165843 Purchase Paper Saver 80.00 5.375 476000 1/1/2006 12/1/2035 360 2665.47
6044295290 Purchase Rapid 80.00 6 508576 2/1/2006 1/1/2036 360 2542.88
6045886469 Refinance_Equity_Takeout Standard 47.03 6.25 508000 1/1/2006 12/1/2035 360 2645.83
6047300501 Purchase Paper Saver 80.00 5.75 408640 2/1/2006 1/1/2036 360 1958.07
6049656389 Purchase Rapid 80.00 5.875 502400 2/1/2006 1/1/2036 360 2459.67
6053832215 Refinance_No_Cash_Out Wholesale SISA 64.61 6.75 420000 2/1/2006 1/1/2036 360 2724.12
6056100339 Refinance_No_Cash_Out Paper Saver 57.20 5.375 858000 1/1/2006 12/1/2035 360 3843.13
6058327286 Purchase Wholesale SISA 80.00 6 536000 1/1/2006 12/1/2035 360 2680
6059250099 Purchase Standard 78.55 6.125 500000 2/1/2006 1/1/2036 360 3038.06
6061199235 Purchase Standard 76.37 5.75 500000 2/1/2006 1/1/2036 360 2395.83
6061489065 Purchase Paper Saver 80.00 5.75 548000 2/1/2006 1/1/2036 360 2625.48
6064291088 Purchase Paper Saver 69.06 5.375 850000 2/1/2006 1/1/2036 360 3807.29
6068828836 Purchase Rapid 80.00 5.875 980000 1/1/2006 12/1/2035 360 4797.92
6068927380 Purchase Standard 80.00 5.75 595200 1/1/2006 12/1/2035 360 2852
6071629932 Refinance_Equity_Takeout Standard 70.00 6.25 455000 2/1/2006 1/1/2036 360 2369.79
6074200566 Purchase Paper Saver 65.00 6.25 500500 1/1/2006 12/1/2035 360 2606.29
6074480986 Refinance_Equity_Takeout Paper Saver 46.31 5.875 880000 2/1/2006 1/1/2036 360 4308.33
6075489507 Purchase Paper Saver 67.18 5.875 552655 2/1/2006 1/1/2036 360 3269.17
6080314302 Purchase Paper Saver 80.00 6 560000 2/1/2006 1/1/2036 360 3357.49
6085945415 Purchase Paper Saver 79.48 5.5 560000 1/1/2006 12/1/2035 360 2566.67
6088810665 Purchase Standard 80.00 5.125 456800 11/1/2005 10/1/2035 360 1950.92
6098731455 Purchase Paper Saver 54.46 4.875 640000 2/1/2006 1/1/2036 360 3386.94
6101416706 Purchase Paper Saver 80.00 6.375 465692 1/1/2006 12/1/2035 360 2473.99
6101571120 Purchase Standard 56.95 6 397000 1/1/2006 12/1/2035 360 1985
6103167489 Refinance_Equity_Takeout Paper Saver 64.93 5.875 476000 1/1/2006 12/1/2035 360 2330.42
6103634959 Refinance_Equity_Takeout Rapid 64.00 6.625 480000 2/1/2006 1/1/2036 360 2650
6104151060 Purchase Paper Saver 55.90 4.375 450000 1/1/2006 12/1/2035 360 2246.79
6105776402 Refinance_No_Cash_Out Rapid 69.82 5.75 576055 1/1/2006 12/1/2035 360 2760.26
6112559908 Purchase Paper Saver 70.00 5.625 843500 1/1/2006 12/1/2035 360 4855.67
6113228271 Purchase Paper Saver 80.00 5.75 428000 1/1/2006 12/1/2035 360 2497.7
6113735853 Refinance_Equity_Takeout Paper Saver 60.04 6 517000 2/1/2006 1/1/2036 360 2585
6114171140 Purchase Paper Saver 80.00 5.875 680000 2/1/2006 1/1/2036 360 3329.17
6123739283 Refinance_No_Cash_Out Paper Saver 65.35 6.375 1000000 1/1/2006 12/1/2035 360 6238.7
6124471688 Refinance_No_Cash_Out Paper Saver 80.00 5.75 424000 2/1/2006 1/1/2036 360 2031.67
6128462543 Purchase Paper Saver 82.88 5.75 414400 1/1/2006 12/1/2035 360 1985.67
6128976674 Purchase Paper Saver 78.94 5 750000 2/1/2006 1/1/2036 360 4026.17
6143031430 Purchase Rapid 80.00 6.25 551920 1/1/2006 12/1/2035 360 3398.27
6152137862 Purchase Wholesale SISA 80.00 6.125 788000 1/1/2006 12/1/2035 360 4022.08
6156989623 Refinance_No_Cash_Out Rapid 65.59 5.875 609999 1/1/2006 12/1/2035 360 3608.38
6159397717 Purchase Paper Saver 60.64 4.875 470000 2/1/2006 1/1/2036 360 2487.28
6160356173 Purchase Rapid 80.00 5.125 459800 2/1/2006 1/1/2036 360 1963.73
6162951161 Purchase Standard 59.25 4.875 800000 1/1/2006 12/1/2035 360 3250
6163719120 Purchase Paper Saver 80.00 5.5 744000 1/1/2006 12/1/2035 360 3410
6165610319 Refinance_No_Cash_Out Paper Saver 64.72 6 600000 1/1/2006 12/1/2035 360 3000
6170263609 Purchase Paper Saver 79.80 5.125 490000 2/1/2006 1/1/2036 360 2667.99
0000000000 Purchase Standard 79.99 5.75 436877 1/1/2006 12/1/2035 360 2093.37
6173084697 Refinance_No_Cash_Out Rapid 80.00 5.875 760000 2/1/2006 1/1/2036 360 3720.83
6173322089 Purchase Paper Saver 80.00 5.5 500000 1/1/2006 12/1/2035 360 2291.67
6174993219 Purchase Paper Saver 80.00 5 444000 2/1/2006 1/1/2036 360 1850
6175751301 Purchase Paper Saver 80.00 5.375 536000 2/1/2006 1/1/2036 360 3001.45
6179157463 Refinance_Equity_Takeout Rapid 80.00 5.5 588000 1/1/2006 12/1/2035 360 2695
6180404227 Refinance_No_Cash_Out Paper Saver 80.00 6 560000 2/1/2006 1/1/2036 360 2800
6181297554 Purchase Paper Saver 80.00 6 656000 2/1/2006 1/1/2036 360 3280
6189426445 Purchase Paper Saver 80.00 5.375 469560 1/1/2006 12/1/2035 360 2629.41
0000000000 Purchase Paper Saver 79.24 5.375 448000 1/1/2006 12/1/2035 360 2508.68
6207962462 Purchase Paper Saver 77.22 5.875 417000 2/1/2006 1/1/2036 360 2041.56
6210444573 Purchase Paper Saver 80.00 5.75 506000 1/1/2006 12/1/2035 360 2424.58
6214336577 Purchase Paper Saver 80.00 5.375 466320 2/1/2006 1/1/2036 360 2088.73
6216436383 Purchase Rapid 50.00 5.125 1150000 1/1/2006 12/1/2035 360 4911.46
6222752559 Purchase Paper Saver 80.00 5 444000 2/1/2006 1/1/2036 360 2383.49
6226708870 Purchase Standard 80.00 5.75 492000 2/1/2006 1/1/2036 360 2871.18
6231691426 Purchase Paper Saver 80.00 6.5 432880 2/1/2006 1/1/2036 360 2344.77
6233446860 Purchase Standard 80.00 4.875 513600 2/1/2006 1/1/2036 360 2718.02
6235908859 Purchase Standard 80.00 4.125 948000 10/1/2005 9/1/2035 360 3258.75
6241287777 Refinance_No_Cash_Out Paper Saver 64.98 5.5 438675 1/1/2006 12/1/2035 360 2010.59
6242538509 Purchase Paper Saver 57.69 5 450000 1/1/2006 12/1/2035 360 2415.7
6243503916 Purchase Paper Saver 80.00 5.125 525600 1/1/2006 12/1/2035 360 2861.83
6248469766 Refinance_No_Cash_Out Standard 80.00 4.75 512000 1/1/2006 12/1/2035 360 2026.67
0000000000 Refinance_No_Cash_Out Paper Saver 42.50 5.875 425000 1/1/2006 12/1/2035 360 2080.73
6252147902 Purchase Paper Saver 54.90 5 525000 2/1/2006 1/1/2036 360 2818.32
6253998212 Refinance_Equity_Takeout Standard 70.12 6.25 575000 2/1/2006 1/1/2036 360 3540.38
6255318237 Refinance_Equity_Takeout Rapid 79.80 5.625 411000 2/1/2006 1/1/2036 360 1926.56
6256460699 Purchase Standard 80.00 5.75 440000 1/1/2006 12/1/2035 360 2108.33
6256967222 Purchase Rapid 79.91 5.875 748000 1/1/2006 12/1/2035 360 3662.08
6259265970 Purchase Paper Saver 69.82 5.25 720000 2/1/2006 1/1/2036 360 3150
6261375007 Purchase Standard 60.00 4.875 930000 2/1/2006 1/1/2036 360 3778.04
6264108041 Refinance_No_Cash_Out Paper Saver 69.77 5.875 439563 2/1/2006 1/1/2036 360 2152.03
6270321133 Purchase Paper Saver 75.50 5.875 545557 2/1/2006 1/1/2036 360 3227.18
6274613782 Purchase Wholesale SISA 79.16 6 824000 2/1/2006 1/1/2036 360 4120
6274983268 Purchase Rapid 80.00 5.75 510000 2/1/2006 1/1/2036 360 2443.75
6277269533 Purchase Rapid 74.11 5.5 600000 2/1/2006 1/1/2036 360 2750
6290498085 Refinance_No_Cash_Out Wholesale SISA 80.00 6.875 620000 1/1/2006 12/1/2035 360 3552.08
6290587341 Purchase Paper Saver 80.00 5.875 607200 1/1/2006 12/1/2035 360 2972.75
6291960513 Refinance_No_Cash_Out Rapid 66.92 5.875 435000 2/1/2006 1/1/2036 360 2129.69
6292103337 Purchase Standard 80.00 5.875 418400 2/1/2006 1/1/2036 360 2475
6294747131 Refinance_No_Cash_Out Rapid 80.00 5.875 576000 2/1/2006 1/1/2036 360 2820
6297031848 Purchase Paper Saver 80.00 5.75 560000 1/1/2006 12/1/2035 360 3268.01
6308650347 Purchase Wholesale SISA 80.00 6.375 632000 1/1/2006 12/1/2035 360 3354.09
6309819826 Purchase Paper Saver 66.49 4.5 650000 2/1/2006 1/1/2036 360 3293.46
6309867528 Refinance_No_Cash_Out Paper Saver 76.42 6.25 470000 1/1/2006 12/1/2035 360 2893.88
6319466535 Purchase Paper Saver 70.00 4.75 962500 1/1/2006 12/1/2020 180 7486.64
6327253677 Purchase Standard 78.70 5.75 480000 1/1/2006 12/1/2035 360 2300
6330047488 Purchase Paper Saver 75.00 5.875 738750 2/1/2006 1/1/2036 360 4369.99
6331716487 Purchase Paper Saver 80.00 5.875 504000 2/1/2006 1/1/2036 360 2981.36
6335137136 Purchase Paper Saver 79.99 5 556310 1/1/2006 12/1/2035 360 2986.4
6340009809 Refinance_Equity_Takeout Rapid 64.15 6.125 417000 2/1/2006 1/1/2036 360 2128.44
6342815005 Purchase Paper Saver 66.07 5.625 925000 2/1/2006 1/1/2036 360 5324.83
6344198673 Purchase Paper Saver 80.00 5.625 445600 1/1/2006 12/1/2035 360 2088.75
6349559945 Purchase Paper Saver 39.34 5.5 600000 1/1/2006 12/1/2035 360 3406.74
6370522523 Purchase Standard 75.00 6.25 517500 2/1/2006 1/1/2036 360 2695.31
6371636942 Purchase Paper Saver 80.00 6.125 455200 2/1/2006 1/1/2036 360 2765.85
6390489232 Purchase Paper Saver 80.00 5.75 417600 1/1/2006 12/1/2035 360 2437.01
6391506885 Refinance_No_Cash_Out Paper Saver 64.44 6.125 406000 1/1/2006 12/1/2035 360 2072.29
6394614454 Purchase Paper Saver 80.00 5.375 635600 2/1/2006 1/1/2036 360 2846.96
0000000000 Purchase Paper Saver 80.00 5.5 788000 1/1/2006 12/1/2035 360 4474.18
6396716547 Purchase Paper Saver 80.00 5.25 459600 1/1/2006 12/1/2035 360 2010.75
6396835826 Purchase Paper Saver 90.00 5.625 405000 1/1/2006 12/1/2035 360 1898.44
6401116915 Purchase Rapid 80.00 5.5 673600 1/1/2006 12/1/2035 360 3087.33
6401708976 Refinance_Equity_Takeout Paper Saver 55.00 6.375 550000 2/1/2006 1/1/2036 360 2921.88
6406553641 Purchase Paper Saver 75.00 5.75 487500 1/1/2006 12/1/2035 360 2335.94
6408707914 Refinance_Equity_Takeout All Ready Home 67.52 6.75 611144 1/1/2006 12/1/2035 360 3963.87
6412877224 Refinance_Equity_Takeout Paper Saver 80.00 6.125 449600 1/1/2006 12/1/2035 360 2294.83
6417418354 Purchase Paper Saver 80.00 5.5 504000 2/1/2006 1/1/2036 360 2310
6419731838 Purchase Paper Saver 80.00 4.875 484000 1/1/2006 12/1/2035 360 2561.37
6421771293 Purchase Paper Saver 75.00 6.25 637500 2/1/2006 1/1/2036 360 3320.31
6422042595 Purchase Standard 80.00 6.5 960000 2/1/2006 1/1/2036 360 6067.86
6424372206 Purchase Standard 73.68 6 420000 2/1/2006 1/1/2036 360 2100
6426660871 Purchase Paper Saver 70.48 5.75 800000 1/1/2006 12/1/2035 360 3833.33
0000000000 Purchase Standard 80.00 5.875 632000 1/1/2006 12/1/2035 360 3738.52
0000000000 Purchase Paper Saver 80.00 6.25 400000 1/1/2006 12/1/2035 360 2083.33
6443798480 Purchase Paper Saver 79.67 5.25 676156.8 2/1/2006 1/1/2036 360 2958.19
6453277235 Refinance_No_Cash_Out Paper Saver 63.60 5.875 900000 2/1/2006 1/1/2036 360 4406.25
6458426613 Purchase Paper Saver 80.00 5.75 455920 1/1/2006 12/1/2035 360 2184.62
6464073573 Refinance_Equity_Takeout Paper Saver 31.72 5.875 475884 2/1/2006 1/1/2036 360 2329.85
6465372578 Purchase Rapid 80.00 5.75 584000 2/1/2006 1/1/2036 360 3408.07
6477974072 Purchase Wholesale SISA 79.86 6.625 583000 2/1/2006 1/1/2036 360 3218.65
6486117671 Refinance_Equity_Takeout All Ready Home 26.48 5.875 487273 1/1/2006 12/1/2035 360 2882.41
6494397984 Purchase Rapid 80.00 4.875 724000 1/1/2006 12/1/2035 360 3831.47
6500160434 Purchase Paper Saver 79.99 5.5 424411 1/1/2006 12/1/2035 360 2409.77
6500269177 Purchase Rapid 63.63 4.75 700000 8/1/2005 7/1/2035 360 2770.83
6501854779 Refinance_Equity_Takeout All Ready Home 56.39 6.5 507569 1/1/2006 12/1/2035 360 3208.19
0000000000 Purchase Wholesale SISA 80.00 6.25 480000 2/1/2006 1/1/2036 360 2500
6507532775 Purchase Paper Saver 77.14 5.625 540000 2/1/2006 1/1/2036 360 2531.25
6509017874 Refinance_No_Cash_Out Paper Saver 73.33 6 880000 1/1/2006 12/1/2035 360 4400
6511558626 Purchase Standard 80.00 5 508000 2/1/2006 1/1/2036 360 2727.06
6527802067 Refinance_Equity_Takeout Rapid 80.00 5.875 408000 1/1/2006 12/1/2035 360 1997.5
6527803776 Purchase Standard 80.00 5.5 583200 2/1/2006 1/1/2036 360 2673
6531200969 Purchase Standard 80.00 5.375 720000 2/1/2006 1/1/2036 360 4031.8
6534425530 Purchase Standard 80.00 6 480000 2/1/2006 1/1/2036 360 2400
6542715500 Purchase Paper Saver 80.00 5 488000 2/1/2006 1/1/2036 360 2033.33
6551206334 Purchase Paper Saver 68.85 4.875 420000 2/1/2006 1/1/2036 360 2222.68
6552489467 Purchase Paper Saver 70.00 5.75 490000 2/1/2006 1/1/2036 360 2347.92
6553821999 Refinance_No_Cash_Out Standard 79.42 6.375 417000 2/1/2006 1/1/2036 360 2215.31
6558752223 Refinance_Equity_Takeout Paper Saver 48.47 6 635000 2/1/2006 1/1/2036 360 3175
6563239646 Purchase Paper Saver 72.41 6.375 420000 2/1/2006 1/1/2036 360 2231.25
6566812183 Purchase Rapid 78.94 5.625 600000 2/1/2006 1/1/2036 360 2812.5
6567244683 Purchase Paper Saver 80.00 5.875 703200 2/1/2006 1/1/2036 360 4159.7
6567730541 Purchase Paper Saver 80.00 5.875 972000 1/1/2006 12/1/2035 360 5749.75
6573745137 Purchase Rapid 80.00 5 428000 1/1/2006 12/1/2035 360 1783.33
6583728545 Refinance_Equity_Takeout Paper Saver 75.83 6.5 455000 2/1/2006 1/1/2036 360 2464.58
6583751497 Purchase Paper Saver 80.00 5.625 645600 1/1/2006 12/1/2035 360 3026.25
6587628337 Purchase Paper Saver 80.00 5.625 720000 1/1/2006 12/1/2035 360 3375
6596884418 Purchase Standard 80.00 5.75 960000 2/1/2006 1/1/2036 360 4600
6597349106 Purchase Paper Saver 77.85 5 450000 2/1/2006 1/1/2036 360 2415.7
6598093596 Refinance_No_Cash_Out Paper Saver 68.86 5.375 475174 1/1/2006 12/1/2035 360 2128.38
0000000000 Purchase Standard 62.69 4.75 1000000 2/1/2006 1/1/2036 360 3958.33
6605588950 Purchase Rapid 80.00 6.5 404560 1/1/2006 12/1/2035 360 2191.37
6608514102 Purchase Standard 79.99 5.125 468419 2/1/2006 1/1/2036 360 2000.54
6620147865 Purchase Paper Saver 75.00 5.625 715500 2/1/2006 1/1/2036 360 3353.91
6622240924 Refinance_Equity_Takeout Paper Saver 68.40 6.5 506212 2/1/2006 1/1/2036 360 3199.61
6624231038 Purchase Paper Saver 78.92 5 749000 2/1/2006 1/1/2036 360 3120.83
6626817594 Purchase Paper Saver 80.00 5.875 492000 1/1/2006 12/1/2035 360 2408.75
6642309527 Purchase Paper Saver 80.00 5.5 639920 1/1/2006 12/1/2035 360 2932.97
0000000000 Refinance_Equity_Takeout Paper Saver 70.00 5.75 420000 1/1/2006 12/1/2035 360 2010.4
0000000000 Purchase Paper Saver 80.00 6.375 436000 2/1/2006 1/1/2036 360 2720.08
6654680617 Purchase Paper Saver 39.28 5.625 550000 1/1/2006 12/1/2035 360 2578.13
6657957657 Refinance_No_Cash_Out Paper Saver 64.00 6.25 640000 2/1/2006 1/1/2036 360 3333.33
6658122715 Refinance_No_Cash_Out Paper Saver 49.65 5.625 644045 1/1/2006 12/1/2035 360 3018.96
6658395048 Purchase Paper Saver 80.00 5.75 432000 1/1/2006 12/1/2035 360 2070
6661766854 Purchase Paper Saver 72.22 5.5 650000 1/1/2006 12/1/2035 360 2979.17
6663871868 Purchase Paper Saver 74.27 6.25 500000 1/1/2006 12/1/2035 360 2604.17
6663986138 Purchase Standard 79.99 5.875 657975 2/1/2006 1/1/2036 360 3221.34
6664260749 Purchase Paper Saver 34.70 5.75 600000 2/1/2006 1/1/2036 360 3501.44
6665150253 Refinance_Equity_Takeout Rapid 59.40 6 398000 1/1/2006 12/1/2035 360 1990
6666292880 Refinance_No_Cash_Out Paper Saver 67.67 5.75 416200 1/1/2006 12/1/2035 360 1994.29
6670575361 Purchase Rapid 80.00 6 480000 2/1/2006 1/1/2036 360 2400
6672927248 Purchase Paper Saver 68.39 4.875 454492 2/1/2006 1/1/2036 360 2405.21
6675201195 Purchase Paper Saver 80.00 5.25 725600 1/1/2006 12/1/2035 360 3174.5
6675217019 Purchase Rapid 80.00 5.75 568000 2/1/2006 1/1/2036 360 2721.67
6680606305 Purchase Paper Saver 79.99 5.75 425431 1/1/2006 12/1/2035 360 2038.52
6683280488 Purchase Standard 80.00 5.375 848000 1/1/2006 12/1/2035 360 3798.33
6685111723 Purchase Paper Saver 90.97 5.875 463972 1/1/2006 12/1/2035 360 2744.57
6690767790 Purchase Paper Saver 80.00 5.75 468000 2/1/2006 1/1/2036 360 2731.13
6691463191 Purchase Standard 80.00 5.75 594000 2/1/2006 1/1/2036 360 2846.25
6694261550 Refinance_No_Cash_Out Paper Saver 63.68 6 509500 2/1/2006 1/1/2036 360 2547.5
6705344395 Refinance_Equity_Takeout Wholesale SISA 62.58 6.25 485000 1/1/2006 12/1/2035 360 2986.23
6707387699 Purchase Paper Saver 65.00 5.5 497250 2/1/2006 1/1/2036 360 2279.06
6707975758 Refinance_No_Cash_Out Paper Saver 75.00 5.625 450000 2/1/2006 1/1/2036 360 2108.11
6716722415 Purchase Paper Saver 80.00 4.875 504000 1/1/2006 12/1/2035 360 2667.21
0000000000 Purchase Paper Saver 54.64 6.375 500000 2/1/2006 1/1/2036 360 2656.25
6744585727 Purchase Paper Saver 65.21 5.75 600000 1/1/2006 12/1/2035 360 2875
6746039210 Purchase Paper Saver 70.00 5.5 594965 2/1/2006 1/1/2036 360 2726.92
6748008528 Purchase Rapid 75.00 5.875 600000 2/1/2006 1/1/2036 360 2937.5
6750477918 Refinance_No_Cash_Out Paper Saver 30.67 6.25 475500 1/1/2006 12/1/2035 360 2476.56
6750532662 Purchase Rapid 80.00 5.5 471200 2/1/2006 1/1/2036 360 2159.67
0000000000 Purchase Standard 80.00 5 478400 2/1/2006 1/1/2036 360 1993.33
6762512199 Purchase Paper Saver 80.00 5.625 480000 12/1/2005 11/1/2035 360 2248.13
6763049993 Purchase Standard 80.00 5.875 422000 1/1/2006 12/1/2035 360 2066.04
0000000000 Purchase Paper Saver 80.00 5.25 536104 1/1/2006 12/1/2035 360 2960.39
6770554043 Purchase Paper Saver 61.34 5.75 1000000 2/1/2006 1/1/2036 360 5835.73
6774970187 Refinance_Equity_Takeout Standard 54.79 6.125 400000 2/1/2006 1/1/2036 360 2041.67
0000000000 Purchase Paper Saver 80.00 5.625 412000 2/1/2006 1/1/2036 360 1931.25
6793938751 Purchase Paper Saver 75.00 5.5 667500 2/1/2006 1/1/2036 360 3059.37
6794381159 Purchase Standard 80.00 5.25 764000 1/1/2006 12/1/2035 360 3342.5
6798856636 Purchase Paper Saver 75.64 5.875 590000 2/1/2006 1/1/2036 360 2888.54
6799841298 Refinance_No_Cash_Out Paper Saver 66.69 6.125 433500 1/1/2006 12/1/2035 360 2212.66
6802727997 Purchase Paper Saver 62.50 5.875 500000 1/1/2006 12/1/2035 360 2957.69
6805958359 Purchase Rapid 80.00 5.875 423481 2/1/2006 1/1/2036 360 2073.29
6814343619 Purchase Paper Saver 45.64 5.75 839000 2/1/2006 1/1/2036 360 4020.21
6823557373 Refinance_No_Cash_Out Paper Saver 80.00 5.875 652000 2/1/2006 1/1/2036 360 3856.83
6823684292 Refinance_Equity_Takeout Standard 37.68 5.875 650000 1/1/2006 12/1/2035 360 3182.29
6829535019 Purchase Rapid 75.00 6 1143750 2/1/2006 1/1/2036 360 6857.36
6833045823 Purchase Paper Saver 80.00 5.5 519920 2/1/2006 1/1/2036 360 2382.97
6837883997 Purchase Paper Saver 79.99 5.875 517120 2/1/2006 1/1/2036 360 3058.97
6840777186 Purchase Paper Saver 80.00 6.125 485468 1/1/2006 12/1/2035 360 2477.91
6846628441 Purchase Paper Saver 80.00 5.75 447200 1/1/2006 12/1/2035 360 2142.45
6847197180 Purchase Paper Saver 68.17 5.125 736750 2/1/2006 1/1/2036 360 4011.51
6852260378 Purchase Standard 80.00 4.875 556000 1/1/2006 12/1/2035 360 2942.4
6862943997 Refinance_Equity_Takeout Paper Saver 72.07 6.125 555000 2/1/2006 1/1/2036 360 2832.81
6866420927 Purchase Paper Saver 80.00 6.125 441600 1/1/2006 12/1/2035 360 2254
0000000000 Purchase Paper Saver 80.00 5.125 428000 2/1/2006 1/1/2036 360 1827.92
6877571718 Purchase Paper Saver 80.00 5.75 536000 1/1/2006 12/1/2035 360 2568.33
6877589652 Purchase Paper Saver 55.26 5.75 425000 2/1/2006 1/1/2036 360 2036.46
6879086855 Refinance_No_Cash_Out Paper Saver 78.57 5.875 550000 2/1/2006 1/1/2036 360 3253.46
6884830990 Purchase Paper Saver 72.28 6.125 450000 2/1/2006 1/1/2036 360 2296.88
6885357886 Refinance_No_Cash_Out Paper Saver 62.27 6 476400 2/1/2006 1/1/2036 360 2382
6885466562 Purchase Paper Saver 80.00 6.25 432000 1/1/2006 12/1/2035 360 2250
6892253672 Refinance_Equity_Takeout Paper Saver 60.88 5.5 414000 2/1/2006 1/1/2036 360 1897.5
6892963288 Purchase Paper Saver 80.00 5.5 525840 1/1/2006 12/1/2035 360 2410.1
0000000000 Purchase Paper Saver 79.39 5.625 470000 1/1/2006 12/1/2035 360 2705.59
6901854593 Purchase Rapid 80.00 5.375 984000 2/1/2006 1/1/2036 360 4407.5
0000000000 Refinance_No_Cash_Out Paper Saver 76.52 6.125 440000 1/1/2006 12/1/2035 360 2245.83
6923155862 Purchase Standard 72.22 5.875 650000 11/1/2005 10/1/2035 360 3845
6925328962 Refinance_No_Cash_Out Paper Saver 47.53 5.375 463485 11/1/2005 10/1/2035 360 2595.39
0000000000 Purchase Rapid 69.87 5.875 1160000 2/1/2006 1/1/2036 360 5679.17
6950104726 Purchase Standard 79.99 6 482300 1/1/2006 12/1/2035 360 2411.5
6954692635 Refinance_No_Cash_Out Paper Saver 80.00 5.75 640000 1/1/2006 12/1/2035 360 3066.67
6959678167 Purchase Paper Saver 48.38 6.25 450000 1/1/2006 12/1/2035 360 2343.75
6961747976 Purchase Paper Saver 78.79 5.75 700000 2/1/2006 1/1/2036 360 3354.17
6965805622 Purchase Paper Saver 75.00 5.75 495000 1/1/2006 12/1/2035 360 2371.88
6967960748 Refinance_No_Cash_Out 70.26 5.625 397000 2/1/2006 1/1/2036 360 1860
0000000000 Refinance_Equity_Takeout Standard 70.00 6.125 406000 2/1/2006 1/1/2036 360 2072.29
6978115852 Purchase Paper Saver 80.00 5.5 421600 1/1/2006 12/1/2035 360 1932.33
6985408324 Refinance_No_Cash_Out Paper Saver 74.84 5.875 473000 1/1/2006 12/1/2035 360 2315.73
6985437034 Purchase Paper Saver 80.00 6.5 520000 2/1/2006 1/1/2036 360 2816.67
6989190050 Purchase Paper Saver 80.00 5.625 528000 1/1/2006 12/1/2035 360 3039.47
0000000000 Refinance_Equity_Takeout Standard 77.65 5.75 629000 2/1/2006 1/1/2036 360 3013.96
(Table Contineue
Loan Current Closing Remaining Scheduled Appraisal Sales PMI Cov
Number Due Date Date Term PB FICO Value Price % PMI Company
----------- -------- ---------- --------- ------- ---- ----- ---- -------- --------------
3303285773 3/1/2006 12/21/2005 360 479614 652 650000 0 0
3303416378 3/1/2006 12/21/2005 360 445475 728 625000 0 0
3303426278 2/1/2006 12/12/2005 360 460000 768 575000 575000 0
3303452993 4/1/2006 11/23/2005 359 449932.98 755 1800000 0 0
3303472801 3/1/2006 12/5/2005 360 648000 778 812000 812000 0
3303541712 2/1/2006 12/2/2005 360 740000 796 925000 925000 0
3303556207 3/1/2006 12/21/2005 360 620548 724 925000 0 0
3303566560 3/1/2006 12/12/2005 360 487600 765 750000 0 0
3303566941 3/1/2006 12/15/2005 360 485200 748 636000 606500 0
3303580116 3/1/2006 12/20/2005 360 493600 794 620000 617000 0
3303582625 3/1/2006 12/12/2005 360 500000 826 641000 641000 0
6003999940 2/1/2006 11/29/2005 359 539100 742 600000 599000 25 REPUBLIC MORTGAGE INS CO
6009599280 3/1/2006 11/18/2005 359 648699.5 774 866000 865950 0
6011809966 3/1/2006 11/30/2005 359 419489.46 677 557000 535000 0
0000000000 3/1/2006 12/1/2005 359 453902.29 692 1150000 0 0
0000000000 2/1/2006 12/15/2005 360 414000 747 460000 460000 25 UNITED GUARANTY
6019903860 2/1/2006 12/16/2005 360 504350 780 1350000 0 0
6023817924 2/1/2006 11/30/2005 359 499356.38 693 800000 0 0
6024286327 4/1/2006 12/9/2005 360 568000 788 715000 710000 0
6025598308 3/1/2006 11/17/2005 359 396781.22 796 1185000 1181163 0
6026863149 3/1/2006 12/5/2005 360 607200 732 760000 759000 0
6030989823 3/1/2006 12/19/2005 360 427750 742 535000 534790 0
6031092841 2/1/2006 12/27/2005 360 1125000 773 2220000 0 0
6033165843 2/1/2006 11/30/2005 359 475466.61 779 615000 595000 0
6044295290 2/1/2006 12/21/2005 360 508576 724 636000 635720 0
6045886469 4/1/2006 12/5/2005 359 508000 704 1080000 0 0
6047300501 3/1/2006 12/15/2005 360 408640 810 540000 510800 0
6049656389 3/1/2006 12/23/2005 360 502400 803 628000 628000 0
6053832215 3/1/2006 12/16/2005 360 420000 747 650000 0 0
6056100339 2/1/2006 11/29/2005 359 858000 718 1500000 0 0
6058327286 3/1/2006 11/22/2005 359 536000 734 690200 670000 0
6059250099 3/1/2006 12/6/2005 360 500000 661 636500 636500 0
6061199235 2/1/2006 12/22/2005 360 500000 676 660000 654663 0
6061489065 3/1/2006 12/7/2005 360 548000 774 685000 685000 0
6064291088 3/1/2006 12/20/2005 360 850000 757 1231000 1230674 0
6068828836 3/1/2006 11/18/2005 359 980000 754 1225000 1225000 0
6068927380 2/1/2006 11/28/2005 359 595200 681 744000 744000 0
6071629932 2/1/2006 12/21/2005 360 455000 642 650000 0 0
6074200566 3/1/2006 12/7/2005 359 500500 806 770000 770000 0
6074480986 3/1/2006 12/14/2005 360 880000 741 1900000 0 0
6075489507 3/1/2006 12/8/2005 360 552655 756 822600 822550 0
6080314302 2/1/2006 12/27/2005 360 560000 747 700000 700000 0
6085945415 3/1/2006 11/30/2005 359 560000 682 705000 704548 0
6088810665 3/1/2006 9/12/2005 357 456800 695 580000 571000 0
6098731455 3/1/2006 12/12/2005 360 640000 784 1250000 1175000 0
6101416706 3/1/2006 11/30/2005 359 465692 711 585000 582115 0
6101571120 3/1/2006 11/7/2005 359 397000 764 720000 697000 0
6103167489 2/1/2006 11/21/2005 359 476000 764 733000 0 0
6103634959 2/1/2006 12/16/2005 360 480000 815 750000 0 0
6104151060 3/1/2006 11/30/2005 359 449393.83 776 810000 805000 0
6105776402 2/1/2006 12/5/2005 359 576055 782 825000 0 0
6112559908 3/1/2006 11/30/2005 359 842453.91 816 1205000 1205000 0
6113228271 3/1/2006 11/28/2005 359 427553.13 769 540000 535000 0
6113735853 2/1/2006 12/16/2005 360 517000 720 861000 0 0
6114171140 2/1/2006 12/20/2005 360 680000 818 850000 850000 0
6123739283 3/1/2006 11/30/2005 359 999073.8 754 1530000 0 0
6124471688 2/1/2006 12/19/2005 360 424000 741 530000 0 0
6128462543 3/1/2006 11/14/2005 359 414400 712 500000 518000 12 REPUBLIC MORTGAGE INS CO
6128976674 3/1/2006 12/7/2005 360 750000 795 950000 1034926 0
6143031430 2/1/2006 11/14/2005 359 551396.31 794 700000 689900 0
6152137862 3/1/2006 11/23/2005 359 788000 788 995000 985000 0
6156989623 2/1/2006 11/30/2005 359 609377.07 750 930000 0 0
6159397717 3/1/2006 12/2/2005 360 470000 804 795000 775000 0
6160356173 3/1/2006 12/23/2005 360 459800 738 575000 574750 0
6162951161 3/1/2006 11/23/2005 359 800000 680 1375000 1350000 0
6163719120 2/1/2006 11/14/2005 359 744000 780 930000 930000 0
6165610319 3/1/2006 11/30/2005 359 600000 736 927000 0 0
6170263609 2/1/2006 12/8/2005 360 490000 769 619000 614000 0
0000000000 3/1/2006 11/16/2005 359 436877 739 552000 546097 0
6173084697 3/1/2006 12/13/2005 360 760000 779 950000 0 0
6173322089 3/1/2006 11/30/2005 359 500000 743 640000 625000 0
6174993219 3/1/2006 12/16/2005 360 444000 785 560000 555000 0
6175751301 4/1/2006 12/16/2005 360 536000 791 670000 670000 0
6179157463 2/1/2006 11/7/2005 359 588000 766 735000 0 0
6180404227 3/1/2006 12/21/2005 360 560000 760 700000 0 0
6181297554 3/1/2006 12/15/2005 360 656000 781 860000 820000 0
6189426445 2/1/2006 12/1/2005 359 469033.83 777 617000 586950 0
0000000000 3/1/2006 11/18/2005 359 447497.99 743 575000 565310 0
6207962462 3/1/2006 12/9/2005 360 417000 769 540000 540000 0
6210444573 3/1/2006 12/6/2005 359 506000 701 640000 632500 0
6214336577 2/1/2006 12/15/2005 360 466320 752 583000 582900 0
6216436383 2/1/2006 11/15/2005 359 1150000 771 2300000 2300000 0
6222752559 3/1/2006 12/6/2005 360 444000 809 555000 555000 0
6226708870 3/1/2006 12/23/2005 360 492000 662 615000 615000 0
6231691426 3/1/2006 12/9/2005 360 432880 736 542000 541100 0
6233446860 2/1/2006 12/9/2005 360 513600 672 650000 642000 0
6235908859 3/1/2006 8/18/2005 356 948000 701 1185000 1185000 0
6241287777 3/1/2006 12/6/2005 359 438675 787 675000 0 0
6242538509 3/1/2006 11/15/2005 359 449459.3 802 780000 780000 0
6243503916 3/1/2006 11/22/2005 359 524982.92 770 660000 657000 0
6248469766 3/1/2006 11/25/2005 359 512000 774 640000 0 0
0000000000 3/1/2006 12/5/2005 359 425000 770 1000000 0 0
6252147902 4/1/2006 12/9/2005 360 525000 799 1000000 956281 0
6253998212 3/1/2006 12/19/2005 360 575000 644 820000 0 0
6255318237 3/1/2006 12/16/2005 360 411000 745 515000 0 0
6256460699 2/1/2006 11/30/2005 359 440000 795 550000 550000 0
6256967222 3/1/2006 12/6/2005 359 748000 757 965000 936000 0
6259265970 3/1/2006 12/2/2005 360 720000 767 1032000 1031132 0
6261375007 3/1/2006 12/7/2005 360 930000 754 1550000 1550000 0
6264108041 3/1/2006 12/2/2005 360 439563 803 630000 0 0
6270321133 2/1/2006 12/15/2005 360 545557 760 722500 742827 0
6274613782 3/1/2006 12/15/2005 360 824000 782 1075000 1040832 0
6274983268 3/1/2006 12/16/2005 360 510000 777 640000 637500 0
6277269533 3/1/2006 12/15/2005 360 600000 726 825000 809500 0
6290498085 3/1/2006 11/22/2005 359 620000 769 775000 0 0
6290587341 3/1/2006 11/23/2005 359 607200 795 759000 759000 0
6291960513 3/1/2006 12/15/2005 360 435000 757 650000 0 0
6292103337 3/1/2006 12/14/2005 360 418400 658 525000 523000 0
6294747131 3/1/2006 12/13/2005 360 576000 739 720000 0 0
6297031848 3/1/2006 12/7/2005 359 559415.32 790 700000 700000 0
6308650347 2/1/2006 11/23/2005 359 632000 713 790000 790000 0
6309819826 2/1/2006 12/5/2005 360 650000 776 990000 977500 0
6309867528 3/1/2006 11/23/2005 359 468046.22 778 615000 0 0
6319466535 3/1/2006 12/1/2005 179 958823.26 793 1400000 1375000 0
6327253677 3/1/2006 11/22/2005 359 480000 640 615000 609900 0
6330047488 2/1/2006 12/5/2005 360 738750 784 985000 985000 0
6331716487 3/1/2006 12/13/2005 360 504000 782 630000 630000 0
6335137136 2/1/2006 11/18/2005 359 555641.96 779 695578 695388 0
6340009809 3/1/2006 12/22/2005 360 417000 710 650000 0 0
6342815005 3/1/2006 12/15/2005 360 925000 777 1400000 1400000 0
6344198673 3/1/2006 11/21/2005 359 445600 733 620000 557000 0
6349559945 2/1/2006 11/29/2005 359 599343.26 798 1525000 1550000 0
6370522523 2/1/2006 12/16/2005 360 517500 631 730000 690000 0
6371636942 2/1/2006 12/12/2005 360 455200 781 675000 569000 0
6390489232 3/1/2006 11/23/2005 359 417163.99 799 640000 522000 0
6391506885 3/1/2006 12/5/2005 359 406000 771 630000 0 0
6394614454 3/1/2006 12/22/2005 360 635600 739 795000 794500 0
0000000000 3/1/2006 11/23/2005 359 787137.49 744 1350000 985000 0
6396716547 3/1/2006 11/18/2005 359 459600 755 580000 574500 0
6396835826 2/1/2006 11/23/2005 359 405000 723 450000 450000 25 GENERAL ELECTRIC MTG INS
6401116915 3/1/2006 12/2/2005 359 673600 760 842000 842000 0
6401708976 3/1/2006 12/5/2005 360 550000 733 1000000 0 0
6406553641 3/1/2006 11/16/2005 359 487500 746 660000 650000 0
6408707914 2/1/2006 12/1/2005 359 610617.82 704 905000 0 0
6412877224 3/1/2006 11/28/2005 359 449600 748 562000 0 0
6417418354 3/1/2006 12/16/2005 360 504000 774 630000 630000 0
6419731838 3/1/2006 11/9/2005 359 483404.88 782 605000 605000 0
6421771293 3/1/2006 12/12/2005 360 637500 765 870000 850000 0
6422042595 3/1/2006 12/15/2005 360 960000 707 1200000 1200000 0
6424372206 3/1/2006 12/21/2005 360 420000 766 575000 570000 0
6426660871 3/1/2006 11/29/2005 359 800000 781 1135000 1135000 0
0000000000 3/1/2006 12/6/2005 359 631355.65 643 790000 790000 0
0000000000 2/1/2006 12/1/2005 359 400000 762 500000 500000 0
6443798480 2/1/2006 12/19/2005 360 676156.8 751 905000 848696 0
6453277235 3/1/2006 12/23/2005 360 900000 799 1415000 0 0
6458426613 3/1/2006 11/28/2005 359 455920 767 570000 569900 0
6464073573 3/1/2006 12/16/2005 360 475884 741 1500000 0 0
6465372578 3/1/2006 12/7/2005 360 584000 711 730000 730000 0
6477974072 2/1/2006 12/16/2005 360 583000 778 730000 850000 0
6486117671 2/1/2006 12/1/2005 359 486776.2 729 1840000 0 0
6494397984 3/1/2006 11/17/2005 359 723109.78 703 905000 905000 0
6500160434 3/1/2006 12/1/2005 359 423946.98 738 552000 530514 0
6500269177 2/1/2006 6/28/2005 354 700000 689 1100000 1100000 0
6501854779 3/1/2006 12/1/2005 359 507110.14 796 900000 0 0
0000000000 3/1/2006 12/23/2005 360 480000 709 600000 600000 0
6507532775 3/1/2006 12/20/2005 360 540000 720 700000 700000 0
6509017874 2/1/2006 11/28/2005 359 880000 682 1200000 0 0
6511558626 3/1/2006 12/9/2005 360 508000 669 635000 635000 0
6527802067 3/1/2006 11/29/2005 359 408000 762 510000 0 0
6527803776 3/1/2006 12/16/2005 360 583200 787 729000 729000 0
6531200969 2/1/2006 12/8/2005 360 720000 0 925000 900000 0
6534425530 2/1/2006 12/9/2005 360 480000 670 600000 600000 0
6542715500 3/1/2006 12/20/2005 360 488000 785 610000 610000 0
6551206334 3/1/2006 12/6/2005 360 420000 781 610000 609990 0
6552489467 2/1/2006 12/8/2005 360 490000 785 700000 700000 0
6553821999 3/1/2006 12/21/2005 360 417000 627 525000 0 0
6558752223 3/1/2006 12/9/2005 360 635000 747 1310000 0 0
6563239646 2/1/2006 12/2/2005 360 420000 778 660000 580000 0
6566812183 2/1/2006 12/5/2005 360 600000 805 760000 760000 0
6567244683 3/1/2006 12/14/2005 360 703200 754 880000 879000 0
6567730541 3/1/2006 11/30/2005 359 971009 797 1215000 1215000 0
6573745137 3/1/2006 11/28/2005 359 428000 795 535000 535000 0
6583728545 2/1/2006 12/13/2005 360 455000 753 600000 0 0
6583751497 3/1/2006 11/28/2005 359 645600 781 820000 807000 0
6587628337 3/1/2006 11/30/2005 359 720000 740 900000 900000 0
6596884418 2/1/2006 12/5/2005 360 960000 698 1245000 1200000 0
6597349106 3/1/2006 12/21/2005 360 450000 801 580000 578000 0
6598093596 2/1/2006 11/15/2005 359 475174 735 690000 0 0
0000000000 3/1/2006 12/9/2005 360 1000000 787 1595000 1595000 0
6605588950 3/1/2006 11/17/2005 359 404560 717 506000 505700 0
6608514102 3/1/2006 12/22/2005 360 468419 780 586000 585525 0
6620147865 2/1/2006 12/22/2005 360 715500 749 954000 954000 0
6622240924 3/1/2006 12/9/2005 360 506212 687 740000 0 0
6624231038 3/1/2006 12/20/2005 360 749000 794 950000 949000 0
6626817594 3/1/2006 12/2/2005 359 492000 793 615000 615000 0
6642309527 4/1/2006 11/28/2005 359 639920 727 800000 799900 0
0000000000 2/1/2006 11/23/2005 359 420000 757 600000 0 0
0000000000 3/1/2006 12/15/2005 360 436000 788 555000 545000 0
6654680617 3/1/2006 11/10/2005 359 550000 795 1410000 1400000 0
6657957657 2/1/2006 12/20/2005 360 640000 692 1000000 0 0
6658122715 3/1/2006 12/2/2005 359 644045 755 1297000 0 0
6658395048 3/1/2006 11/28/2005 359 432000 788 540000 540000 0
6661766854 2/1/2006 12/9/2005 359 650000 740 900000 900000 0
6663871868 2/1/2006 11/21/2005 359 500000 793 730000 673208 0
6663986138 2/1/2006 12/21/2005 360 657975 743 825000 822473 0
6664260749 3/1/2006 12/12/2005 360 600000 785 1780000 1729000 0
6665150253 3/1/2006 11/30/2005 359 398000 675 670000 0 0
6666292880 3/1/2006 11/9/2005 359 416200 733 615000 0 0
6670575361 3/1/2006 12/14/2005 360 480000 767 610000 600000 0
6672927248 2/1/2006 12/9/2005 360 454492 784 668000 664492 0
6675201195 3/1/2006 11/30/2005 359 725600 720 935000 907000 0
6675217019 2/1/2006 12/13/2005 360 568000 802 720000 710000 0
6680606305 3/1/2006 11/22/2005 359 425431 723 546000 531789 0
6683280488 3/1/2006 12/5/2005 359 848000 722 1060000 1060000 0
6685111723 3/1/2006 11/29/2005 359 463498.96 791 510000 515525 30 UNITED GUARANTY
6690767790 2/1/2006 12/16/2005 360 468000 748 590000 585000 0
6691463191 2/1/2006 12/2/2005 360 594000 652 940000 742500 0
6694261550 3/1/2006 12/13/2005 360 509500 799 800000 0 0
6705344395 3/1/2006 11/22/2005 359 484539.81 717 775000 0 0
6707387699 2/1/2006 12/22/2005 360 497250 777 775000 765000 0
6707975758 3/1/2006 12/13/2005 360 450000 728 600000 0 0
6716722415 3/1/2006 11/30/2005 359 503380.29 776 630000 630000 0
0000000000 2/1/2006 12/6/2005 360 500000 740 915000 915000 0
6744585727 3/1/2006 12/1/2005 359 600000 785 950000 920000 0
6746039210 3/1/2006 12/22/2005 360 594965 758 850000 849950 0
6748008528 3/1/2006 12/15/2005 360 600000 786 800000 800000 0
6750477918 2/1/2006 11/22/2005 359 475500 733 1550000 0 0
6750532662 2/1/2006 12/7/2005 360 471200 783 600000 589000 0
0000000000 3/1/2006 12/19/2005 360 478400 662 600000 598000 0
6762512199 3/1/2006 10/21/2005 358 479600.69 787 608000 600000 0
6763049993 3/1/2006 11/21/2005 359 422000 674 527500 527500 0
0000000000 3/1/2006 11/30/2005 359 535390.6 783 690000 670130 0
6770554043 3/1/2006 12/23/2005 360 1000000 749 1850000 1630000 0
6774970187 3/1/2006 12/14/2005 360 400000 691 730000 0 0
0000000000 3/1/2006 12/23/2005 360 412000 754 515000 515000 0
6793938751 2/1/2006 12/19/2005 360 667500 779 890000 890000 0
6794381159 3/1/2006 11/16/2005 359 764000 789 955000 955000 0
6798856636 3/1/2006 12/27/2005 360 590000 788 780000 780000 0
6799841298 2/1/2006 11/22/2005 359 433500 728 650000 0 0
6802727997 2/1/2006 11/10/2005 359 499490.23 778 800000 850000 0
6805958359 3/1/2006 12/7/2005 360 423481 749 530000 529351 0
6814343619 2/1/2006 12/15/2005 360 839000 752 1838000 1837946 0
6823557373 3/1/2006 12/6/2005 360 652000 688 815000 0 0
6823684292 3/1/2006 11/28/2005 359 650000 802 1725000 0 0
6829535019 3/1/2006 12/19/2005 360 1143750 756 1590000 1525000 0
6833045823 2/1/2006 12/16/2005 360 519920 792 650000 649900 0
6837883997 3/1/2006 12/23/2005 360 517120 775 646443 646443 0
6840777186 3/1/2006 11/30/2005 359 485468 774 610000 606835 0
6846628441 3/1/2006 11/22/2005 359 447200 763 560000 559000 0
6847197180 3/1/2006 12/22/2005 360 736750 780 1090000 1080750 0
6852260378 3/1/2006 12/1/2005 359 555316.35 746 695000 695000 0
6862943997 3/1/2006 12/2/2005 360 555000 764 770000 0 0
6866420927 2/1/2006 12/2/2005 359 441600 779 560000 552000 0
0000000000 2/1/2006 12/12/2005 360 428000 759 540000 535000 0
6877571718 3/1/2006 12/5/2005 359 536000 780 670000 780000 0
6877589652 2/1/2006 12/19/2005 360 425000 813 772000 769000 0
6879086855 3/1/2006 12/20/2005 360 550000 759 700000 0 0
6884830990 3/1/2006 12/7/2005 360 450000 809 625000 622495 0
6885357886 4/1/2006 12/13/2005 360 476400 687 765000 0 0
6885466562 3/1/2006 11/15/2005 359 432000 786 550000 540000 0
6892253672 3/1/2006 12/9/2005 360 414000 736 680000 0 0
6892963288 3/1/2006 11/29/2005 359 525840 716 657500 657300 0
0000000000 3/1/2006 11/16/2005 359 469497.54 776 592000 592791 0
6901854593 3/1/2006 12/2/2005 360 984000 710 1245000 1230000 0
0000000000 3/1/2006 11/29/2005 359 440000 795 575000 0 0
6923155862 3/1/2006 9/30/2005 357 648002.13 771 901000 900000 0
6925328962 2/1/2006 9/19/2005 357 461919.92 721 975000 0 0
0000000000 3/1/2006 12/6/2005 360 1160000 745 1950000 1660000 0
6950104726 3/1/2006 11/29/2005 359 482300 643 610000 602876 0
6954692635 2/1/2006 11/23/2005 359 640000 759 800000 0 0
6959678167 3/1/2006 11/18/2005 359 450000 792 930000 930000 0
6961747976 4/1/2006 12/15/2005 360 700000 759 890000 888386 0
6965805622 3/1/2006 11/21/2005 359 495000 762 660000 660000 0
6967960748 3/1/2006 12/16/2005 360 397000 742 565000 0 0
0000000000 2/1/2006 12/9/2005 360 406000 659 580000 0 0
6978115852 3/1/2006 11/30/2005 359 421600 782 527000 527000 0
6985408324 4/1/2006 11/28/2005 359 473000 708 632000 0 0
6985437034 3/1/2006 12/23/2005 360 520000 746 695000 650000 0
6989190050 3/1/2006 11/30/2005 359 527435.53 714 660000 660000 0
0000000000 3/1/2006 12/20/2005 360 629000 685 810000 0 0
(Table Continued)
Loan 1st Rate Adjustment 1st Payment Adjustment Next Rate Conversion Rounding Rounding
Number Change Date Frequency Change Date Frequency Change Date Flag Margin Factor Flag
----------- ----------- --------- ----------- ---------- ----------- ---------- ------ --------- -------
3303285773 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
3303416378 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
3303426278 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
3303452993 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
3303472801 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
3303541712 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
3303556207 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
3303566560 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
3303566941 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
3303580116 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
3303582625 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6003999940 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6009599280 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6011809966 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
0000000000 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
0000000000 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6019903860 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6023817924 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6024286327 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6025598308 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6026863149 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6030989823 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6031092841 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6033165843 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6044295290 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6045886469 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6047300501 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6049656389 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6053832215 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6056100339 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6058327286 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6059250099 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6061199235 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6061489065 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6064291088 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6068828836 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6068927380 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6071629932 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6074200566 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6074480986 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6075489507 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6080314302 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6085945415 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6088810665 10/1/2010 12 11/1/2010 12 10/1/2010 N 2.25 125 U
6098731455 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6101416706 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6101571120 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6103167489 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6103634959 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6104151060 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6105776402 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6112559908 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6113228271 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6113735853 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6114171140 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6123739283 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6124471688 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6128462543 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6128976674 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6143031430 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6152137862 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6156989623 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6159397717 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6160356173 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6162951161 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6163719120 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6165610319 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6170263609 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
0000000000 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6173084697 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6173322089 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6174993219 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6175751301 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6179157463 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6180404227 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6181297554 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6189426445 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
0000000000 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6207962462 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6210444573 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6214336577 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6216436383 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6222752559 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6226708870 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6231691426 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6233446860 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6235908859 9/1/2010 12 10/1/2010 12 9/1/2010 N 2.25 125 U
6241287777 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6242538509 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6243503916 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6248469766 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
0000000000 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6252147902 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6253998212 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6255318237 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6256460699 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6256967222 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6259265970 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6261375007 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6264108041 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6270321133 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6274613782 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6274983268 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6277269533 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6290498085 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6290587341 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6291960513 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6292103337 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6294747131 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6297031848 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6308650347 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6309819826 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6309867528 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6319466535 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6327253677 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6330047488 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6331716487 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6335137136 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6340009809 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6342815005 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6344198673 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6349559945 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6370522523 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6371636942 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6390489232 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6391506885 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6394614454 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
0000000000 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6396716547 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6396835826 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6401116915 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6401708976 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6406553641 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6408707914 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6412877224 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6417418354 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6419731838 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6421771293 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6422042595 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6424372206 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6426660871 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
0000000000 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
0000000000 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6443798480 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6453277235 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6458426613 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6464073573 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6465372578 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6477974072 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6486117671 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6494397984 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6500160434 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6500269177 7/1/2010 12 8/1/2010 12 7/1/2010 N 2.25 125 U
6501854779 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
0000000000 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6507532775 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6509017874 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6511558626 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6527802067 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6527803776 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6531200969 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6534425530 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6542715500 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6551206334 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6552489467 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6553821999 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6558752223 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6563239646 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6566812183 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6567244683 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6567730541 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6573745137 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6583728545 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6583751497 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6587628337 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6596884418 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6597349106 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6598093596 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
0000000000 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6605588950 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6608514102 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6620147865 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6622240924 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6624231038 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6626817594 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6642309527 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
0000000000 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
0000000000 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6654680617 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6657957657 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6658122715 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6658395048 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6661766854 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6663871868 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6663986138 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6664260749 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6665150253 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6666292880 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6670575361 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6672927248 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6675201195 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6675217019 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6680606305 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6683280488 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6685111723 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6690767790 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6691463191 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6694261550 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6705344395 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6707387699 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6707975758 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6716722415 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
0000000000 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6744585727 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6746039210 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6748008528 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6750477918 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6750532662 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
0000000000 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6762512199 11/1/2010 12 12/1/2010 12 11/1/2010 N 2.25 125 U
6763049993 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
0000000000 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6770554043 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6774970187 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
0000000000 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6793938751 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6794381159 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6798856636 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6799841298 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6802727997 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6805958359 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6814343619 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6823557373 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6823684292 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6829535019 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6833045823 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6837883997 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6840777186 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6846628441 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6847197180 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6852260378 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6862943997 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6866420927 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
0000000000 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6877571718 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6877589652 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6879086855 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6884830990 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6885357886 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6885466562 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6892253672 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6892963288 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
0000000000 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6901854593 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
0000000000 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6923155862 10/1/2010 12 11/1/2010 12 10/1/2010 N 2.25 125 U
6925328962 10/1/2010 12 11/1/2010 12 10/1/2010 N 2.25 125 U
0000000000 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6950104726 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6954692635 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6959678167 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6961747976 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6965805622 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6967960748 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
0000000000 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6978115852 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6985408324 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
6985437034 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
6989190050 12/1/2010 12 1/1/2011 12 12/1/2010 N 2.25 125 U
0000000000 1/1/2011 12 2/1/2011 12 1/1/2011 N 2.25 125 U
(Table Continued)
1st
Loan Product Lookback Change Life Max Minimum Periodic
Number Description Index Days Cap Cap Rate Rate Rate Cap
----------- ----------- ----- ---- --- --- ---- ---- --------
3303285773 5 YR NC LIBOR 1 yr libor 45 5 5 11 2.25 2.00
3303416378 5 YR NC LIBOR 1 yr libor 45 5 5 10.75 2.25 2.00
3303426278 MR NCONF 5/1 ARM 1 yr libor 45 5 5 11.375 2.25 2.00
3303452993 5 YR NC LIBOR 1 yr libor 45 5 5 10.5 2.25 2.00
3303472801 MR NCONF 5/1 ARM 1 yr libor 45 5 5 11.125 2.25 2.00
3303541712 MR NCONF 5/1 ARM 1 yr libor 45 5 5 10.875 2.25 2.00
3303556207 5 YR NC LIBOR 1 yr libor 45 5 5 11.125 2.25 2.00
3303566560 5 YR NC LIBOR 1 yr libor 45 5 5 10.875 2.25 2.00
3303566941 5 YR NC LIBOR 1 yr libor 45 5 5 11.25 2.25 2.00
3303580116 5 YR NC LIBOR 1 yr libor 45 5 5 10.75 2.25 2.00
3303582625 MR NCONF 5/1 ARM 1 yr libor 45 5 5 11.375 2.25 2.00
6003999940 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6009599280 5 YR NC LIBOR 1 yr libor 45 5 5 10.125 2.25 2.00
6011809966 5 YR NC LIBOR 1 yr libor 45 5 5 10 2.25 2.00
0000000000 MR NCONF 5/1 ARM 1 yr libor 45 5 5 11.5 2.25 2.00
0000000000 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6019903860 NET 5 NCONV 1 yr libor 45 5 5 11.75 2.25 2.00
6023817924 5 YR NC LIBOR 1 yr libor 45 5 5 9.625 2.25 2.00
6024286327 5 YR NC LIBOR 1 yr libor 45 5 5 9.375 2.25 2.00
6025598308 5 YR NC LIBOR 1 yr libor 45 5 5 10.75 2.25 2.00
6026863149 5 YR NC LIBOR 1 yr libor 45 5 5 11.75 2.25 2.00
6030989823 NET 5 NCONV 1 yr libor 45 5 5 10.25 2.25 2.00
6031092841 NET 5 NCONV 1 yr libor 45 5 5 11.125 2.25 2.00
6033165843 5 YR NC LIBOR 1 yr libor 45 5 5 10.375 2.25 2.00
6044295290 NET 5 NCONV 1 yr libor 45 5 5 11 2.25 2.00
6045886469 NET 5 NCONV 1 yr libor 45 5 5 11.25 2.25 2.00
6047300501 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6049656389 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6053832215 5 YR NC LIBOR 1 yr libor 45 5 5 11.75 2.25 2.00
6056100339 NET 5 NCONV 1 yr libor 45 5 5 10.375 2.25 2.00
6058327286 NET 5 NCONV 1 yr libor 45 5 5 11 2.25 2.00
6059250099 5 YR NC LIBOR 1 yr libor 45 5 5 11.125 2.25 2.00
6061199235 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6061489065 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6064291088 NET 5 NCONV 1 yr libor 45 5 5 10.375 2.25 2.00
6068828836 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6068927380 NET 5 NFL 1 yr libor 45 5 5 10.75 2.25 2.00
6071629932 NET 5 NCONV 1 yr libor 45 5 5 11.25 2.25 2.00
6074200566 NET 5 NCONV 1 yr libor 45 5 5 11.25 2.25 2.00
6074480986 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6075489507 5 YR NC LIBOR 1 yr libor 45 5 5 10.875 2.25 2.00
6080314302 5 YR NC LIBOR 1 yr libor 45 5 5 11 2.25 2.00
6085945415 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
6088810665 NET 5 NCONV 1 yr libor 45 5 5 10.125 2.25 2.00
6098731455 5 YR NC LIBOR 1 yr libor 45 5 5 9.875 2.25 2.00
6101416706 NET 5 NCONV 1 yr libor 45 5 5 11.375 2.25 2.00
6101571120 NET 5 NFL 1 yr libor 45 5 5 11 2.25 2.00
6103167489 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6103634959 NET 5 NCONV 1 yr libor 45 5 5 11.625 2.25 2.00
6104151060 5 YR NC LIBOR 1 yr libor 45 5 5 9.375 2.25 2.00
6105776402 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6112559908 5 YR NC LIBOR 1 yr libor 45 5 5 10.625 2.25 2.00
6113228271 5 YR NC LIBOR 1 yr libor 45 5 5 10.75 2.25 2.00
6113735853 NET 5 NCONV 1 yr libor 45 5 5 11 2.25 2.00
6114171140 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6123739283 5 YR NC LIBOR 1 yr libor 45 5 5 11.375 2.25 2.00
6124471688 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6128462543 NET 5 NFL 1 yr libor 45 5 5 10.75 2.25 2.00
6128976674 5 YR NC LIBOR 1 yr libor 45 5 5 10 2.25 2.00
6143031430 5 YR NC LIBOR 1 yr libor 45 5 5 11.25 2.25 2.00
6152137862 NET 5 NCONV 1 yr libor 45 5 5 11.125 2.25 2.00
6156989623 5 YR NC LIBOR 1 yr libor 45 5 5 10.875 2.25 2.00
6159397717 5 YR NC LIBOR 1 yr libor 45 5 5 9.875 2.25 2.00
6160356173 NET 5 NCONV 1 yr libor 45 5 5 10.125 2.25 2.00
6162951161 NET 5 NCONV 1 yr libor 45 5 5 9.875 2.25 2.00
6163719120 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
6165610319 NET 5 NCONV 1 yr libor 45 5 5 11 2.25 2.00
6170263609 5 YR NC LIBOR 1 yr libor 45 5 5 10.125 2.25 2.00
0000000000 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6173084697 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6173322089 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
6174993219 NET 5 NCONV 1 yr libor 45 5 5 10 2.25 2.00
6175751301 5 YR NC LIBOR 1 yr libor 45 5 5 10.375 2.25 2.00
6179157463 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
6180404227 NET 5 NCONV 1 yr libor 45 5 5 11 2.25 2.00
6181297554 NET 5 NCONV 1 yr libor 45 5 5 11 2.25 2.00
6189426445 5 YR NC LIBOR 1 yr libor 45 5 5 10.375 2.25 2.00
0000000000 5 YR NC LIBOR 1 yr libor 45 5 5 10.375 2.25 2.00
6207962462 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6210444573 NET 5 NFL 1 yr libor 45 5 5 10.75 2.25 2.00
6214336577 NET 5 NCONV 1 yr libor 45 5 5 10.375 2.25 2.00
6216436383 NET 5 NCONV 1 yr libor 45 5 5 10.125 2.25 2.00
6222752559 5 YR NC LIBOR 1 yr libor 45 5 5 10 2.25 2.00
6226708870 5 YR NC LIBOR 1 yr libor 45 5 5 10.75 2.25 2.00
6231691426 NET 5 NCONV 1 yr libor 45 5 5 11.5 2.25 2.00
6233446860 5 YR NC LIBOR 1 yr libor 45 5 5 9.875 2.25 2.00
6235908859 NET 5 NCONV 1 yr libor 45 5 5 9.125 2.25 2.00
6241287777 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
6242538509 5 YR NC LIBOR 1 yr libor 45 5 5 10 2.25 2.00
6243503916 5 YR NC LIBOR 1 yr libor 45 5 5 10.125 2.25 2.00
6248469766 NET 5 NCONV 1 yr libor 45 5 5 9.75 2.25 2.00
0000000000 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6252147902 MR NCONF 5/1 ARM 1 yr libor 45 5 5 10 2.25 2.00
6253998212 5 YR NC LIBOR 1 yr libor 45 5 5 11.25 2.25 2.00
6255318237 NET 5 NCONV 1 yr libor 45 5 5 10.625 2.25 2.00
6256460699 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6256967222 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6259265970 NET 5 NCONV 1 yr libor 45 5 5 10.25 2.25 2.00
6261375007 NET 5 NCONV 1 yr libor 45 5 5 9.875 2.25 2.00
6264108041 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6270321133 5 YR NC LIBOR 1 yr libor 45 5 5 10.875 2.25 2.00
6274613782 NET 5 NCONV 1 yr libor 45 5 5 11 2.25 2.00
6274983268 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6277269533 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
6290498085 NET 5 NCONV 1 yr libor 45 5 5 11.875 2.25 2.00
6290587341 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6291960513 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6292103337 5 YR NC LIBOR 1 yr libor 45 5 5 10.875 2.25 2.00
6294747131 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6297031848 5 YR NC LIBOR 1 yr libor 45 5 5 10.75 2.25 2.00
6308650347 NET 5 NCONV 1 yr libor 45 5 5 11.375 2.25 2.00
6309819826 5 YR NC LIBOR 1 yr libor 45 5 5 9.5 2.25 2.00
6309867528 5 YR NC LIBOR 1 yr libor 45 5 5 11.25 2.25 2.00
6319466535 5 YR NC LIBOR 1 yr libor 45 5 5 9.75 2.25 2.00
6327253677 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6330047488 5 YR NC LIBOR 1 yr libor 45 5 5 10.875 2.25 2.00
6331716487 MR NCONF 5/1 ARM 1 yr libor 45 5 5 10.875 2.25 2.00
6335137136 5 YR NC LIBOR 1 yr libor 45 5 5 10 2.25 2.00
6340009809 NET 5 NCONV 1 yr libor 45 5 5 11.125 2.25 2.00
6342815005 5 YR NC LIBOR 1 yr libor 45 5 5 10.625 2.25 2.00
6344198673 NET 5 NCONV 1 yr libor 45 5 5 10.625 2.25 2.00
6349559945 5 YR NC LIBOR 1 yr libor 45 5 5 10.5 2.25 2.00
6370522523 NET 5 NCONV 1 yr libor 45 5 5 11.25 2.25 2.00
6371636942 5 YR NC LIBOR 1 yr libor 45 5 5 11.125 2.25 2.00
6390489232 5 YR NC LIBOR 1 yr libor 45 5 5 10.75 2.25 2.00
6391506885 NET 5 NCONV 1 yr libor 45 5 5 11.125 2.25 2.00
6394614454 NET 5 NCONV 1 yr libor 45 5 5 10.375 2.25 2.00
0000000000 5 YR NC LIBOR 1 yr libor 45 5 5 10.5 2.25 2.00
6396716547 NET 5 NCONV 1 yr libor 45 5 5 10.25 2.25 2.00
6396835826 NET 5 NCONV 1 yr libor 45 5 5 10.625 2.25 2.00
6401116915 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
6401708976 NET 5 NCONV 1 yr libor 45 5 5 11.375 2.25 2.00
6406553641 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6408707914 MR NCONF 5/1 ARM 1 yr libor 45 5 5 11.75 2.25 2.00
6412877224 NET 5 NCONV 1 yr libor 45 5 5 11.125 2.25 2.00
6417418354 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
6419731838 5 YR NC LIBOR 1 yr libor 45 5 5 9.875 2.25 2.00
6421771293 NET 5 NCONV 1 yr libor 45 5 5 11.25 2.25 2.00
6422042595 5 YR NC LIBOR 1 yr libor 45 5 5 11.5 2.25 2.00
6424372206 NET 5 NFL 1 yr libor 45 5 5 11 2.25 2.00
6426660871 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
0000000000 5 YR NC LIBOR 1 yr libor 45 5 5 10.875 2.25 2.00
0000000000 NET 5 NCONV 1 yr libor 45 5 5 11.25 2.25 2.00
6443798480 NET 5 NCONV 1 yr libor 45 5 5 10.25 2.25 2.00
6453277235 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6458426613 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6464073573 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6465372578 5 YR NC LIBOR 1 yr libor 45 5 5 10.75 2.25 2.00
6477974072 NET 5 NCONV 1 yr libor 45 5 5 11.625 2.25 2.00
6486117671 MR NCONF 5/1 ARM 1 yr libor 45 5 5 10.875 2.25 2.00
6494397984 5 YR NC LIBOR 1 yr libor 45 5 5 9.875 2.25 2.00
6500160434 5 YR NC LIBOR 1 yr libor 45 5 5 10.5 2.25 2.00
6500269177 NET 5 NCONV 1 yr libor 45 5 5 9.75 2.25 2.00
6501854779 MR NCONF 5/1 ARM 1 yr libor 45 5 5 11.5 2.25 2.00
0000000000 NET 5 NCONV 1 yr libor 45 5 5 11.25 2.25 2.00
6507532775 NET 5 NCONV 1 yr libor 45 5 5 10.625 2.25 2.00
6509017874 NET 5 NCONV 1 yr libor 45 5 5 11 2.25 2.00
6511558626 5 YR NC LIBOR 1 yr libor 45 5 5 10 2.25 2.00
6527802067 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6527803776 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
6531200969 5 YR NC LIBOR 1 yr libor 45 5 5 10.375 2.25 2.00
6534425530 NET 5 NCONV 1 yr libor 45 5 5 11 2.25 2.00
6542715500 NET 5 NCONV 1 yr libor 45 5 5 10 2.25 2.00
6551206334 5 YR NC LIBOR 1 yr libor 45 5 5 9.875 2.25 2.00
6552489467 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6553821999 NET 5 NCONV 1 yr libor 45 5 5 11.375 2.25 2.00
6558752223 NET 5 NCONV 1 yr libor 45 5 5 11 2.25 2.00
6563239646 NET 5 NCONV 1 yr libor 45 5 5 11.375 2.25 2.00
6566812183 NET 5 NCONV 1 yr libor 45 5 5 10.625 2.25 2.00
6567244683 MR NCONF 5/1 ARM 1 yr libor 45 5 5 10.875 2.25 2.00
6567730541 5 YR NC LIBOR 1 yr libor 45 5 5 10.875 2.25 2.00
6573745137 NET 5 NCONV 1 yr libor 45 5 5 10 2.25 2.00
6583728545 NET 5 NCONV 1 yr libor 45 5 5 11.5 2.25 2.00
6583751497 NET 5 NCONV 1 yr libor 45 5 5 10.625 2.25 2.00
6587628337 NET 5 NCONV 1 yr libor 45 5 5 10.625 2.25 2.00
6596884418 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6597349106 5 YR NC LIBOR 1 yr libor 45 5 5 10 2.25 2.00
6598093596 NET 5 NCONV 1 yr libor 45 5 5 10.375 2.25 2.00
0000000000 NET 5 NCONV 1 yr libor 45 5 5 9.75 2.25 2.00
6605588950 NET 5 NCONV 1 yr libor 45 5 5 11.5 2.25 2.00
6608514102 NET 5 NCONV 1 yr libor 45 5 5 10.125 2.25 2.00
6620147865 NET 5 NCONV 1 yr libor 45 5 5 10.625 2.25 2.00
6622240924 5 YR NC LIBOR 1 yr libor 45 5 5 11.5 2.25 2.00
6624231038 NET 5 NCONV 1 yr libor 45 5 5 10 2.25 2.00
6626817594 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6642309527 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
0000000000 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
0000000000 5 YR NC LIBOR 1 yr libor 45 5 5 11.375 2.25 2.00
6654680617 NET 5 NCONV 1 yr libor 45 5 5 10.625 2.25 2.00
6657957657 NET 5 NCONV 1 yr libor 45 5 5 11.25 2.25 2.00
6658122715 NET 5 NCONV 1 yr libor 45 5 5 10.625 2.25 2.00
6658395048 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6661766854 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
6663871868 NET 5 NCONV 1 yr libor 45 5 5 11.25 2.25 2.00
6663986138 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6664260749 5 YR NC LIBOR 1 yr libor 45 5 5 10.75 2.25 2.00
6665150253 NET 5 NCONV 1 yr libor 45 5 5 11 2.25 2.00
6666292880 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6670575361 NET 5 NCONV 1 yr libor 45 5 5 11 2.25 2.00
6672927248 5 YR NC LIBOR 1 yr libor 45 5 5 9.875 2.25 2.00
6675201195 NET 5 NCONV 1 yr libor 45 5 5 10.25 2.25 2.00
6675217019 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6680606305 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6683280488 NET 5 NCONV 1 yr libor 45 5 5 10.375 2.25 2.00
6685111723 5 YR NC LIBOR 1 yr libor 45 5 5 10.875 2.25 2.00
6690767790 5 YR NC LIBOR 1 yr libor 45 5 5 10.75 2.25 2.00
6691463191 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6694261550 NET 5 NCONV 1 yr libor 45 5 5 11 2.25 2.00
6705344395 5 YR NC LIBOR 1 yr libor 45 5 5 11.25 2.25 2.00
6707387699 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
6707975758 NET 5 NCONV 1 yr libor 45 5 5 10.625 2.25 2.00
6716722415 5 YR NC LIBOR 1 yr libor 45 5 5 9.875 2.25 2.00
0000000000 NET 5 NFL 1 yr libor 45 5 5 11.375 2.25 2.00
6744585727 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6746039210 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
6748008528 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6750477918 NET 5 NCONV 1 yr libor 45 5 5 11.25 2.25 2.00
6750532662 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
0000000000 NET 5 NCONV 1 yr libor 45 5 5 10 2.25 2.00
6762512199 NET 5 NCONV 1 yr libor 45 5 5 10.625 2.25 2.00
6763049993 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
0000000000 5 YR NC LIBOR 1 yr libor 45 5 5 10.25 2.25 2.00
6770554043 5 YR NC LIBOR 1 yr libor 45 5 5 10.75 2.25 2.00
6774970187 NET 5 NCONV 1 yr libor 45 5 5 11.125 2.25 2.00
0000000000 NET 5 NCONV 1 yr libor 45 5 5 10.625 2.25 2.00
6793938751 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
6794381159 NET 5 NCONV 1 yr libor 45 5 5 10.25 2.25 2.00
6798856636 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6799841298 NET 5 NCONV 1 yr libor 45 5 5 11.125 2.25 2.00
6802727997 5 YR NC LIBOR 1 yr libor 45 5 5 10.875 2.25 2.00
6805958359 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6814343619 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6823557373 5 YR NC LIBOR 1 yr libor 45 5 5 10.875 2.25 2.00
6823684292 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6829535019 5 YR NC LIBOR 1 yr libor 45 5 5 11 2.25 2.00
6833045823 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
6837883997 5 YR NC LIBOR 1 yr libor 45 5 5 10.875 2.25 2.00
6840777186 NET 5 NCONV 1 yr libor 45 5 5 11.125 2.25 2.00
6846628441 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6847197180 5 YR NC LIBOR 1 yr libor 45 5 5 10.125 2.25 2.00
6852260378 5 YR NC LIBOR 1 yr libor 45 5 5 9.875 2.25 2.00
6862943997 NET 5 NCONV 1 yr libor 45 5 5 11.125 2.25 2.00
6866420927 NET 5 NCONV 1 yr libor 45 5 5 11.125 2.25 2.00
0000000000 NET 5 NCONV 1 yr libor 45 5 5 10.125 2.25 2.00
6877571718 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6877589652 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6879086855 5 YR NC LIBOR 1 yr libor 45 5 5 10.875 2.25 2.00
6884830990 NET 5 NCONV 1 yr libor 45 5 5 11.125 2.25 2.00
6885357886 NET 5 NCONV 1 yr libor 45 5 5 11 2.25 2.00
6885466562 NET 5 NCONV 1 yr libor 45 5 5 11.25 2.25 2.00
6892253672 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
6892963288 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
0000000000 5 YR NC LIBOR 1 yr libor 45 5 5 10.625 2.25 2.00
6901854593 NET 5 NCONV 1 yr libor 45 5 5 10.375 2.25 2.00
0000000000 NET 5 NCONV 1 yr libor 45 5 5 11.125 2.25 2.00
6923155862 5 YR NC LIBOR 1 yr libor 45 5 5 10.875 2.25 2.00
6925328962 5 YR NC LIBOR 1 yr libor 45 5 5 10.375 2.25 2.00
0000000000 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6950104726 NET 5 NCONV 1 yr libor 45 5 5 11 2.25 2.00
6954692635 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6959678167 NET 5 NCONV 1 yr libor 45 5 5 11.25 2.25 2.00
6961747976 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6965805622 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
6967960748 NET 5 NCONV 1 yr libor 45 5 5 10.625 2.25 2.00
0000000000 NET 5 NCONV 1 yr libor 45 5 5 11.125 2.25 2.00
6978115852 NET 5 NCONV 1 yr libor 45 5 5 10.5 2.25 2.00
6985408324 NET 5 NCONV 1 yr libor 45 5 5 10.875 2.25 2.00
6985437034 NET 5 NCONV 1 yr libor 45 5 5 11.5 2.25 2.00
6989190050 5 YR NC LIBOR 1 yr libor 45 5 5 10.625 2.25 2.00
0000000000 NET 5 NCONV 1 yr libor 45 5 5 10.75 2.25 2.00
EXHIBIT D-3
MORTGAGE LOAN SCHEDULE
(LOAN GROUP 3)
Bank of America
[LOGO]
BOAMS 2006-A
Mortgage Schedule
7-1 ARM: Fixed for Seven years then rate adjusts each year thereafter.
Loan Count: 91
Scheduled PB
as of January 1, 2005: $ 51,930,471.39
Unpaid PB W/A: $ 570,664.52
W/A Interest Rate: 5.854
W/A Remaining Term: 359.5
Loan Zip
Number Borrower State Code PropertyTypeCode Occupancy
---------- ------------- ----- --------- ---------------- --------------------------
3303468502 XXXXXXX CA 920240000 Single Family Primary (Owner Occupied)
3303528511 LANDDECK CA 920540000 Single Family Primary (Owner Occupied)
6006435546 XXXXXXXXX CO 81615 PUD Detached Secondary (Owner Occupied)
6007744078 CARR CO 81654 Single Family Primary (Owner Occupied)
6028913629 HELLER SC 295722336 CL Secondary (Owner Occupied)
6044176052 DOHERTY CA 92705 Single Family Primary (Owner Occupied)
6050306882 SAULTZ IL 605101989 PUD Detached Primary (Owner Occupied)
6059949740 GRANDFIELD RI 028090000 CL Secondary (Owner Occupied)
6081292846 WEISBERG FL 33019 PUD Detached Secondary (Owner Occupied)
6090666212 YOUNG CA 927082325 Single Family Primary (Owner Occupied)
6149681519 WHITE CA 92653 Single Family Primary (Owner Occupied)
6159941530 WRIGHT JR FL 34110 PUD Detached Primary (Owner Occupied)
6160195589 MARULLO CT 06831 Single Family Primary (Owner Occupied)
6162753757 MEHTA CA 94582 Single Family Primary (Owner Occupied)
6163455337 FONG WA 98052 PUD Detached Primary (Owner Occupied)
6166888997 SCHAEFFER CA 91709 Single Family Primary (Owner Occupied)
6179481400 ULANOV CA 94568 CL Primary (Owner Occupied)
6181657872 KIMMEL NC 28801 CL Primary (Owner Occupied)
6197250944 MENDOZA CA 95476 Single Family Primary (Owner Occupied)
6198632280 CORTES CA 91910 Single Family Primary (Owner Occupied)
6205466284 FREEMAN NC 27948 Single Family Secondary (Owner Occupied)
6227314439 ZWEIG CA 90069 Single Family Primary (Owner Occupied)
6245794000 BUFFINGTON NC 28801 Condo Highrise Secondary (Owner Occupied)
6259387600 BENEC PA 15208 Single Family Primary (Owner Occupied)
6275281902 MAURER MA 01748 Single Family Primary (Owner Occupied)
6276407225 SCHWARTZ MD 20878 PUD Attached Primary (Owner Occupied)
6279923061 FORD JR VT 05151 Single Family Secondary (Owner Occupied)
6291140447 YOUNG CA 94609 Single Family Primary (Owner Occupied)
6293259989 SILLS MD 21842 CL Secondary (Owner Occupied)
6298507903 TAIT GA 31405 Single Family Primary (Owner Occupied)
6299332491 NOLAN SC 29455 CL Secondary (Owner Occupied)
6315324209 GARRISON IL 60614 CL Primary (Owner Occupied)
6315481553 DEWACHTER GA 300334064 PUD Detached Primary (Owner Occupied)
6320003434 GAINES CA 94110 Condo Highrise Primary (Owner Occupied)
6326252258 STUBBS OH 43082 Single Family Primary (Owner Occupied)
6353291369 WACHS CA 92262 CL Primary (Owner Occupied)
6368534688 ZHANG CA 94404 PUD Attached Primary (Owner Occupied)
6370494889 MACAITIS CA 94133 CL Primary (Owner Occupied)
6379468207 JOYNER CA 92626 Single Family Primary (Owner Occupied)
6384727589 COBB CO 80016 PUD Detached Primary (Owner Occupied)
6391276406 LAMBERT CA 90245 CL Primary (Owner Occupied)
6404449669 MAIN TX 75225 Single Family Primary (Owner Occupied)
6413481489 BURK NC 27949 Single Family Secondary (Owner Occupied)
6420234830 MOTE NC 27954 CL Secondary (Owner Occupied)
6432756069 JONES VA 20141 Single Family Primary (Owner Occupied)
6435273047 ROGERS FL 32836 PUD Detached Primary (Owner Occupied)
6435619249 JUSTICE CA 94523 Single Family Primary (Owner Occupied)
6436404484 KRICHBAUM NV 89145 PUD Detached Primary (Owner Occupied)
6477260704 TUGMAN TX 760923925 PUD Detached Primary (Owner Occupied)
6489983020 DIMMITT CA 92592 PUD Detached Primary (Owner Occupied)
6494825380 CANNIZZARO NC 28801 CL Secondary (Owner Occupied)
6498330874 HOLLAND CA 921273819 PUD Detached Primary (Owner Occupied)
6505952355 DOHERTY CA 94015 Single Family Primary (Owner Occupied)
6515553441 SINGH MI 48084 Single Family Secondary (Owner Occupied)
6518785990 ODENWOOD SC 29483 Single Family Primary (Owner Occupied)
6531000971 CHADHA CA 94110 Condo Highrise Primary (Owner Occupied)
6533534951 KIM CA 92007 PUD Attached Primary (Owner Occupied)
6540107130 MAUNEY JR MD 217949743 Single Family Primary (Owner Occupied)
6550317215 ZANERI FL 33432 Two Family Primary (Owner Occupied)
6563873402 FERNANDEZ VT 05149 CL Secondary (Owner Occupied)
6574004575 MARCONTELL SR TX 76092 Single Family Primary (Owner Occupied)
6632853260 MCINTOSH CA 94105 Condo Highrise Secondary (Owner Occupied)
6635742767 SPIRES SC 29451 Single Family Secondary (Owner Occupied)
6638164340 GUNDAPPA VA 20147 PUD Attached Primary (Owner Occupied)
6651840818 RAYFIELD FL 33435 Single Family Primary (Owner Occupied)
6673824980 PETERSON TX 773963562 PUD Detached Primary (Owner Occupied)
6686489268 KAEDING CA 92127 PUD Detached Primary (Owner Occupied)
6721170741 ELIASNIA CA 95128 CL Primary (Owner Occupied)
6745528734 KNIZEVSKI SC 29466 PUD Detached Primary (Owner Occupied)
6749579766 SCHWAB GA 30030 Single Family Primary (Owner Occupied)
6756147853 FUHRMAN NY 105831144 Single Family Primary (Owner Occupied)
6779907481 PINKUS NC 27615 PUD Detached Primary (Owner Occupied)
6782753930 WERDER NC 28226 Single Family Primary (Owner Occupied)
6786898640 VELARDI VT 05751 Single Family Primary (Owner Occupied)
6792065937 ETCHINGS CA 91001 Single Family Primary (Owner Occupied)
6795467544 CHO VA 22079 PUD Attached Primary (Owner Occupied)
6799559312 POLYCHRONIS TX 75225 Single Family Primary (Owner Occupied)
6818592625 SCHARBER CA 95667 PUD Detached Primary (Owner Occupied)
6829903688 CALERO CA 95130 PUD Detached Primary (Owner Occupied)
6833206698 NERO MA 02643 Single Family Secondary (Owner Occupied)
6833598961 BEALL CO 80026 PUD Detached Primary (Owner Occupied)
6852447967 HUYNH CA 94547 PUD Attached Primary (Owner Occupied)
6853952239 FERRER CA 95492 Single Family Primary (Owner Occupied)
6856538860 OSTERMAN CA 91750 Single Family Primary (Owner Occupied)
6895763545 DENNIS JR MD 21771 Single Family Primary (Owner Occupied)
6896551238 KLORES MD 20815 Single Family Primary (Owner Occupied)
6919935202 SIOUKAS CA 95864 Single Family Primary (Owner Occupied)
6921545932 SANDOVAL CA 91750 Single Family Primary (Owner Occupied)
6923871997 PATTON FL 34639 Single Family Primary (Owner Occupied)
6963523177 ALLEN CA 94514 Single Family Primary (Owner Occupied)
6964082827 PATE MD 21742 Single Family Primary (Owner Occupied)
Loan Doc Original Note Original 1st Payment Maturity Original Monthly
Number LoanPurpose Type LTV Rate PB Date Date Term P&I
---------- ------------------------ -------------- -------- ----- -------- ----------- --------- -------- -------
3303468502 Refinance_Equity_Takeout Standard 63.41 5.875 483869 2/1/2006 1/1/2036 360 2862.27
3303528511 Purchase Standard 78.40 6.125 494750 1/1/2006 12/1/2035 360 3006.16
6006435546 Purchase Paper Saver 21.81 5.5 600000 12/1/2005 11/1/2035 360 3406.74
6007744078 Purchase Rapid 79.99 6 703050 2/1/2006 1/1/2036 360 3515.25
6028913629 Purchase Paper Saver 80.00 6.25 420000 2/1/2006 1/1/2036 360 2586.02
6044176052 Refinance_Equity_Takeout Standard 21.25 6.375 425000 1/1/2006 12/1/2035 360 2257.23
6050306882 Purchase Standard 78.26 5.125 900000 2/1/2006 1/1/2036 360 4900.39
6059949740 Purchase Paper Saver 76.30 5.625 618000 2/1/2006 1/1/2036 360 3557.56
6081292846 Refinance_No_Cash_Out Standard 79.30 5.875 456000 1/1/2006 12/1/2035 360 2232.5
6090666212 Purchase Paper Saver 80.00 5.375 592000 1/1/2006 12/1/2035 360 2651.67
6149681519 Refinance_No_Cash_Out Standard 72.66 5.875 545000 2/1/2006 1/1/2036 360 3223.89
6159941530 Refinance_Equity_Takeout Rapid 57.32 6.375 487300 2/1/2006 1/1/2036 360 2588.78
6160195589 Purchase Wholesale SISA 80.00 6.625 568000 1/1/2006 12/1/2035 360 3135.83
6162753757 Purchase Standard 73.61 6.5 750000 2/1/2006 1/1/2036 360 4740.51
6163455337 Purchase Paper Saver 67.99 5.375 424990 1/1/2006 12/1/2035 360 2379.83
6166888997 Refinance_Equity_Takeout Standard 67.10 5.75 510000 2/1/2006 1/1/2036 360 2443.75
6179481400 Refinance_No_Cash_Out Standard 77.87 5.375 440000 1/1/2006 12/1/2035 360 1970.83
6181657872 Purchase Standard 79.99 5.75 566960 1/1/2006 12/1/2035 360 2716.68
6197250944 Refinance_No_Cash_Out Paper Saver 74.37 5.625 595000 2/1/2006 1/1/2036 360 2789.06
6198632280 Refinance_Equity_Takeout Rapid 79.82 5.875 467000 2/1/2006 1/1/2036 360 2762.49
6205466284 Purchase Paper Saver 79.00 5.875 426600 12/1/2005 11/1/2035 360 2088.56
6227314439 Purchase Rapid 61.20 5.625 1147500 1/1/2006 12/1/2035 360 5378.91
6245794000 Purchase Rapid 78.33 5.25 470000 1/1/2006 12/1/2035 360 2054.05
6259387600 Purchase Rapid 80.00 5.875 471024 2/1/2006 1/1/2036 360 2306.05
6275281902 Purchase Rapid 80.00 6.375 508000 2/1/2006 1/1/2036 360 3169.26
6276407225 Purchase Wholesale SISA 76.67 5.875 460000 2/1/2006 1/1/2036 360 2721.08
6279923061 Purchase Rapid 79.93 6 474000 1/1/2006 12/1/2035 360 2841.87
6291140447 Purchase Rapid 80.00 5.875 476800 1/1/2006 12/1/2035 360 2820.46
6293259989 Purchase DU 80.00 6 452000 2/1/2006 1/1/2036 360 2709.97
6298507903 Purchase Paper Saver 80.00 5.875 484000 1/1/2006 12/1/2035 360 2369.58
6299332491 Purchase Rapid 80.00 6.25 960000 1/1/2006 12/1/2035 360 5000
6315324209 Refinance_No_Cash_Out Rapid 80.00 6 536000 1/1/2006 12/1/2035 360 2680
6315481553 Purchase Paper Saver 80.00 6.25 456000 1/1/2006 12/1/2035 360 2807.68
6320003434 Refinance_No_Cash_Out Standard 80.00 6.25 616000 2/1/2006 1/1/2036 360 3208.33
6326252258 Refinance_No_Cash_Out Wholesale SISA 70.73 6.25 580000 1/1/2006 12/1/2035 360 3020.83
6353291369 Purchase Rapid 45.59 5.75 510000 2/1/2006 1/1/2036 360 2443.75
6368534688 Purchase Rapid 80.00 6 498400 1/1/2006 12/1/2035 360 2988.16
6370494889 Purchase Rapid 80.00 5.875 650400 1/1/2006 12/1/2035 360 3847.37
6379468207 Refinance_No_Cash_Out Wholesale SISA 47.63 6 463000 2/1/2006 1/1/2036 360 2315
6384727589 Refinance_No_Cash_Out Standard 68.24 5.75 505000 1/1/2006 12/1/2035 360 2419.71
6391276406 Purchase Wholesale SISA 80.00 6.5 599200 2/1/2006 1/1/2036 360 3245.67
6404449669 Purchase Wholesale SISA 80.00 6.125 552000 2/1/2006 1/1/2036 360 2817.5
6413481489 Purchase Rapid 80.00 5.625 824000 1/1/2006 12/1/2035 360 3862.5
6420234830 Purchase Paper Saver 80.00 6.125 573680 2/1/2006 1/1/2036 360 2928.16
6432756069 Purchase Paper Saver 80.00 5.625 648960 2/1/2006 1/1/2036 360 3735.78
6435273047 Purchase Paper Saver 80.00 5.75 452000 2/1/2006 1/1/2036 360 2637.75
6435619249 Purchase Paper Saver 70.55 5.625 599000 2/1/2006 1/1/2036 360 3448.19
6436404484 Purchase Paper Saver 66.66 5.875 500000 1/1/2006 12/1/2035 360 2445.96
6477260704 Purchase Standard 80.00 5.75 437600 2/1/2006 1/1/2036 360 2096.83
6489983020 Purchase Paper Saver 76.28 5.75 454500 1/1/2006 12/1/2035 360 2652.34
6494825380 Purchase Paper Saver 80.00 5.625 554400 2/1/2006 1/1/2036 360 3191.44
6498330874 Purchase Paper Saver 72.43 5.25 854000 2/1/2006 1/1/2036 360 3736.25
6505952355 Purchase Standard 63.00 5.875 630000 2/1/2006 1/1/2036 360 3084.37
6515553441 Purchase Paper Saver 72.76 5.625 550000 2/1/2006 1/1/2036 360 3166.12
6518785990 Purchase Standard 80.00 5.75 520000 2/1/2006 1/1/2036 360 2491.67
6531000971 Refinance_No_Cash_Out Wholesale SISA 75.88 6 535000 2/1/2006 1/1/2036 360 2675
6533534951 Purchase Rapid 80.00 5.875 428000 2/1/2006 1/1/2036 360 2095.42
6540107130 Purchase Paper Saver 80.00 5.25 600000 1/1/2006 12/1/2035 360 3313.23
6550317215 Purchase Standard 80.00 6.125 680000 2/1/2006 1/1/2036 360 4131.76
6563873402 Purchase Rapid 80.00 6.25 540000 1/1/2006 12/1/2035 360 2812.5
6574004575 Refinance_No_Cash_Out Rapid 75.58 5.875 650000 2/1/2006 1/1/2036 360 3182.29
6632853260 Purchase Rapid 31.84 5.625 500000 1/1/2006 12/1/2035 360 2878.29
6635742767 Refinance_Equity_Takeout Standard 46.00 5.875 690000 1/1/2006 12/1/2035 360 3377.04
6638164340 Purchase Standard 80.00 5.75 440000 1/1/2006 12/1/2035 360 2108.33
6651840818 Refinance_Equity_Takeout Standard 70.00 6.375 486500 2/1/2006 1/1/2036 360 2584.53
6673824980 Purchase Paper Saver 54.28 6 500000 2/1/2006 1/1/2036 360 2500
6686489268 Purchase Standard 80.00 5.75 680000 1/1/2006 12/1/2035 360 3258.33
6721170741 Purchase Paper Saver 73.89 5.25 738750 2/1/2006 1/1/2036 360 3232.03
6745528734 Refinance_No_Cash_Out Standard 75.50 6.25 611563 1/1/2006 12/1/2035 360 3185.22
6749579766 Construction_Permanent Standard 80.00 5.25 640000 12/1/2005 11/1/2035 360 2800
6756147853 Purchase Standard 29.72 5.625 550000 2/1/2006 1/1/2036 360 3166.12
6779907481 Purchase Standard 80.00 5.875 636000 2/1/2006 1/1/2036 360 3113.75
6782753930 Purchase Paper Saver 70.00 5.875 892500 2/1/2006 1/1/2036 360 4345.05
6786898640 Refinance_Equity_Takeout Standard 67.91 6.25 506000 1/1/2006 12/1/2035 360 3115.53
6792065937 Refinance_No_Cash_Out Rapid 78.93 6.25 592000 1/1/2006 12/1/2035 360 3083.33
6795467544 Refinance_No_Cash_Out Standard 72.82 5.875 451500 2/1/2006 1/1/2036 360 2208.02
6799559312 Refinance_No_Cash_Out Rapid 46.32 5.125 996000 2/1/2006 1/1/2036 360 4253.75
6818592625 Refinance_No_Cash_Out Rapid 62.91 6.375 604000 1/1/2006 12/1/2035 360 3208.75
6829903688 Purchase Paper Saver 69.55 5.75 685455 2/1/2006 1/1/2036 360 4000.13
6833206698 Refinance_Equity_Takeout Rapid 53.33 5.125 520000 1/1/2006 12/1/2035 360 2220.83
6833598961 Purchase Standard 60.00 6.125 600000 1/1/2006 12/1/2035 360 3062.5
6852447967 Purchase Paper Saver 80.00 5.125 473476 1/1/2006 12/1/2035 360 2578.02
6853952239 Purchase Rapid 75.43 6.125 565000 2/1/2006 1/1/2036 360 3433
6856538860 Refinance_Equity_Takeout Rapid 66.66 6 450000 1/1/2006 12/1/2035 360 2697.98
6895763545 Refinance_Equity_Takeout Standard 69.90 5.375 446000 2/1/2006 1/1/2036 360 2497.48
6896551238 Refinance_Equity_Takeout Rapid 46.66 6.375 700000 1/1/2006 12/1/2035 360 4367.09
6919935202 Refinance_Equity_Takeout Rapid 70.00 6 700000 1/1/2006 12/1/2035 360 3500
6921545932 Purchase Rapid 80.00 5.875 508000 2/1/2006 1/1/2036 360 3005.02
6923871997 Refinance_Equity_Takeout Rapid 57.69 6 450000 1/1/2006 12/1/2035 360 2249.83
6963523177 Refinance_No_Cash_Out Standard 50.46 6.375 477900 2/1/2006 1/1/2036 360 2538.84
6964082827 Refinance_No_Cash_Out Standard 74.96 5.875 476000 1/1/2006 12/1/2035 360 2330.42
Loan Current Closing Remaining Scheduled Appraisal Sales PMI Cov 1st Rate
Number Due Date Date Term PB FICO Value Price % PMI Compa Change Date
---------- -------- ---------- --------- ----------------- ---- --------- ------- ------- ---------- -----------
3303468502 2/1/2006 12/7/2005 360 483,869.00 676 763000 0 0 1/1/2013
3303528511 2/1/2006 12/1/2005 359 494,269.13 780 730000 631000 0 12/1/2012
6006435546 1/1/2006 11/1/2005 358 598,683.51 793 2800000 2750000 0 11/1/2012
6007744078 2/1/2006 12/7/2005 360 703,050.00 780 952000 878820 0 1/1/2013
6028913629 2/1/2006 12/8/2005 360 420,000.00 749 535000 525000 0 1/1/2013
6044176052 2/1/2006 11/29/2005 359 424,999.73 670 2000000 0 0 12/1/2012
6050306882 2/1/2006 12/16/2005 360 900,000.00 725 1150000 1150000 0 1/1/2013
6059949740 2/1/2006 12/2/2005 360 618,000.00 782 815000 809900 0 1/1/2013
6081292846 1/1/2006 11/21/2005 359 456,000.00 678 575000 0 0 12/1/2012
6090666212 1/1/2006 11/28/2005 359 592,000.00 806 740000 740000 0 12/1/2012
6149681519 2/1/2006 12/20/2005 360 545,000.00 643 750000 0 0 1/1/2013
6159941530 2/1/2006 12/12/2005 360 487,300.00 804 850000 0 0 1/1/2013
6160195589 1/1/2006 12/1/2005 359 568,000.00 724 710000 710000 0 12/1/2012
6162753757 2/1/2006 12/23/2005 360 750,000.00 722 1050000 1018845 0 1/1/2013
6163455337 1/1/2006 11/14/2005 359 424,513.77 785 630000 624990 0 12/1/2012
6166888997 2/1/2006 12/15/2005 360 510,000.00 669 760000 0 0 1/1/2013
6179481400 1/1/2006 11/16/2005 359 440,000.00 752 565000 0 0 12/1/2012
6181657872 1/1/2006 11/28/2005 359 566,960.00 681 710000 708750 0 12/1/2012
6197250944 2/1/2006 12/8/2005 360 595,000.00 786 800000 0 0 1/1/2013
6198632280 2/1/2006 12/27/2005 360 467,000.00 743 585000 0 0 1/1/2013
6205466284 1/1/2006 10/11/2005 358 426,600.00 769 540000 540000 0 11/1/2012
6227314439 1/1/2006 12/6/2005 359 1,147,500.00 782 1875000 1875000 0 12/1/2012
6245794000 2/1/2006 11/23/2005 359 469,497.81 785 600000 620588 0 12/1/2012
6259387600 2/1/2006 12/9/2005 360 471,024.00 730 605000 588780 0 1/1/2013
6275281902 2/1/2006 12/15/2005 360 508,000.00 784 635000 635000 0 1/1/2013
6276407225 2/1/2006 12/16/2005 360 460,000.00 782 610000 599900 0 1/1/2013
6279923061 1/1/2006 11/29/2005 359 473,528.13 770 600000 593000 0 12/1/2012
6291140447 2/1/2006 11/23/2005 359 476,313.87 801 600000 596000 0 12/1/2012
6293259989 2/1/2006 12/22/2005 360 452,000.00 744 600000 565000 0 1/1/2013
6298507903 2/1/2006 12/1/2005 359 484,000.00 774 615000 605000 0 12/1/2012
6299332491 1/1/2006 11/16/2005 359 960,000.00 732 1200000 1200000 0 12/1/2012
6315324209 1/1/2006 11/18/2005 359 536,000.00 721 670000 0 0 12/1/2012
6315481553 2/1/2006 11/17/2005 359 455,567.32 806 590000 570000 0 12/1/2012
6320003434 2/1/2006 12/20/2005 360 616,000.00 797 770000 0 0 1/1/2013
6326252258 1/1/2006 11/28/2005 359 580,000.00 794 820000 0 0 12/1/2012
6353291369 2/1/2006 12/9/2005 360 510,000.00 751 1200000 1118554 0 1/1/2013
6368534688 1/1/2006 12/1/2005 359 497,903.84 793 660000 623000 0 12/1/2012
6370494889 2/1/2006 11/22/2005 359 649,736.88 788 813000 813000 0 12/1/2012
6379468207 2/1/2006 12/12/2005 360 463,000.00 808 972000 0 0 1/1/2013
6384727589 2/1/2006 11/28/2005 359 505,000.00 726 740000 0 0 12/1/2012
6391276406 2/1/2006 12/15/2005 360 599,200.00 778 749000 749000 0 1/1/2013
6404449669 2/1/2006 12/12/2005 360 552,000.00 743 700000 690000 0 1/1/2013
6413481489 1/1/2006 11/18/2005 359 824,000.00 781 1035000 1030000 0 12/1/2012
6420234830 2/1/2006 12/2/2005 360 573,680.00 714 717100 725000 0 1/1/2013
6432756069 2/1/2006 12/7/2005 360 648,960.00 793 815000 811200 0 1/1/2013
6435273047 2/1/2006 12/2/2005 360 452,000.00 691 565000 565000 0 1/1/2013
6435619249 2/1/2006 12/9/2005 360 599,000.00 751 850000 849000 0 1/1/2013
6436404484 1/1/2006 11/21/2005 359 500,000.00 797 760000 750000 0 12/1/2012
6477260704 2/1/2006 12/22/2005 360 437,600.00 724 547000 547350 0 1/1/2013
6489983020 1/1/2006 12/5/2005 359 454,025.47 817 596000 595768 0 12/1/2012
6494825380 2/1/2006 12/21/2005 360 554,400.00 790 693000 693000 0 1/1/2013
6498330874 2/1/2006 12/16/2005 360 854,000.00 785 1179000 1179000 0 1/1/2013
6505952355 2/1/2006 12/12/2005 360 630,000.00 763 1000000 1000000 0 1/1/2013
6515553441 2/1/2006 12/6/2005 360 550,000.00 748 795000 755908 0 1/1/2013
6518785990 2/1/2006 12/15/2005 360 520,000.00 718 660000 650000 0 1/1/2013
6531000971 2/1/2006 12/14/2005 360 535,000.00 756 705000 0 0 1/1/2013
6533534951 2/1/2006 12/16/2005 360 428,000.00 734 535000 535000 0 1/1/2013
6540107130 2/1/2006 11/21/2005 359 599,311.77 771 750000 750000 0 12/1/2012
6550317215 2/1/2006 12/21/2005 360 680,000.00 773 850000 850000 0 1/1/2013
6563873402 1/1/2006 11/18/2005 359 540,000.00 797 690000 675000 0 12/1/2012
6574004575 2/1/2006 12/8/2005 360 650,000.00 766 860000 0 0 1/1/2013
6632853260 1/1/2006 12/2/2005 359 499,465.46 813 1570000 1570000 0 12/1/2012
6635742767 1/1/2006 11/25/2005 359 690,000.01 715 1500000 0 0 12/1/2012
6638164340 1/1/2006 11/16/2005 359 440,000.00 657 550000 550000 0 12/1/2012
6651840818 2/1/2006 12/14/2005 360 486,500.00 667 695000 0 0 1/1/2013
6673824980 2/1/2006 12/21/2005 360 500,000.00 777 965000 921000 0 1/1/2013
6686489268 2/1/2006 11/21/2005 359 680,000.00 682 850000 850000 0 12/1/2012
6721170741 2/1/2006 12/23/2005 360 738,750.00 759 1000000 999750 0 1/1/2013
6745528734 1/1/2006 11/29/2005 359 611,563.00 689 810000 0 0 12/1/2012
6749579766 1/1/2006 11/1/2005 358 640,000.00 794 800000 0 0 3/1/2012
6756147853 2/1/2006 12/21/2005 360 550,000.00 635 1850000 1850000 0 1/1/2013
6779907481 2/1/2006 12/6/2005 360 636,000.00 708 830000 795000 0 1/1/2013
6782753930 2/1/2006 12/9/2005 360 892,500.00 788 1300000 1275000 0 1/1/2013
6786898640 1/1/2006 11/28/2005 359 505,519.89 669 745000 0 0 12/1/2012
6792065937 2/1/2006 11/29/2005 359 592,000.00 744 750000 0 0 12/1/2012
6795467544 3/1/2006 12/5/2005 360 451,500.00 658 620000 0 0 1/1/2013
6799559312 2/1/2006 12/9/2005 360 996,000.00 777 2150000 0 0 1/1/2013
6818592625 2/1/2006 11/28/2005 359 604,000.00 742 960000 0 0 12/1/2012
6829903688 2/1/2006 12/28/2005 360 685,455.00 750 985500 985455 0 1/1/2013
6833206698 1/1/2006 11/15/2005 359 520,000.00 798 975000 0 0 12/1/2012
6833598961 1/1/2006 11/18/2005 359 600,000.00 788 1010000 1000000 0 12/1/2012
6852447967 1/1/2006 11/29/2005 359 472,920.12 780 592000 591845 0 12/1/2012
6853952239 2/1/2006 12/9/2005 360 565,000.00 757 749000 749000 0 1/1/2013
6856538860 1/1/2006 11/30/2005 359 449,552.02 792 675000 0 0 12/1/2012
6895763545 2/1/2006 12/27/2005 360 446,000.00 662 638000 0 0 1/1/2013
6896551238 2/1/2006 11/28/2005 359 698,351.66 737 1500000 0 0 12/1/2012
6919935202 2/1/2006 11/29/2005 359 700,000.00 755 1000000 0 0 12/1/2012
6921545932 2/1/2006 12/21/2005 360 508,000.00 706 635000 635000 0 1/1/2013
6923871997 1/1/2006 11/22/2005 359 450,000.00 682 780000 0 0 12/1/2012
6963523177 2/1/2006 12/19/2005 360 477,900.00 642 947000 0 0 1/1/2013
6964082827 2/1/2006 11/28/2005 359 476,000.00 677 635000 0 0 12/1/2012
Rate Payment
Loan Adjustment 1st Payment Adjustment Next Rate Conversion Rounding Rounding Product
Number Frequency Change Date Frequency Change Date Flag Margin Factor Flag Description
---------- ---------- ----------- ---------- ----------- ---------- ------ ---------------- -------- -----------
3303468502 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
3303528511 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7 YR NC LIBOR MR
6006435546 12 12/1/2012 12 11/1/2012 N 2.25 125 U 7 YR NC LIBOR
6007744078 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6028913629 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6044176052 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6050306882 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6059949740 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6081292846 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6090666212 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6149681519 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6159941530 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6160195589 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6162753757 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6163455337 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7 YR NC LIBOR
6166888997 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6179481400 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6181657872 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6197250944 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6198632280 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6205466284 12 12/1/2012 12 11/1/2012 N 2.25 125 U 7/1 NCONF IO
6227314439 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6245794000 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6259387600 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6275281902 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6276407225 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6279923061 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7 YR NC LIBOR
6291140447 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7 YR NC LIBOR
6293259989 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6298507903 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6299332491 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6315324209 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6315481553 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7 YR NC LIBOR
6320003434 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6326252258 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6353291369 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6368534688 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7 YR NC LIBOR
6370494889 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7 YR NC LIBOR
6379468207 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6384727589 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6391276406 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6404449669 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6413481489 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6420234830 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6432756069 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6435273047 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6435619249 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6436404484 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6477260704 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6489983020 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7 YR NC LIBOR
6494825380 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6498330874 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6505952355 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6515553441 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6518785990 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6531000971 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6533534951 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6540107130 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7 YR NC LIBOR
6550317215 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6563873402 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6574004575 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6632853260 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7 YR NC LIBOR
6635742767 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6638164340 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6651840818 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6673824980 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6686489268 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6721170741 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6745528734 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6749579766 12 4/1/2012 12 3/1/2012 N 2.25 125 U 7/1 NCONF IO
6756147853 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6779907481 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6782753930 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6786898640 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7 YR NC LIBOR
6792065937 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6795467544 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6799559312 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6818592625 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6829903688 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6833206698 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6833598961 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6852447967 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7 YR NC LIBOR
6853952239 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6856538860 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7 YR NC LIBOR
6895763545 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6896551238 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7 YR NC LIBOR
6919935202 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6921545932 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7 YR NC LIBOR
6923871997 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
6963523177 12 2/1/2013 12 1/1/2013 N 2.25 125 U 7/1 NCONF IO
6964082827 12 1/1/2013 12 12/1/2012 N 2.25 125 U 7/1 NCONF IO
Loan Lookback 1st Change Life Max Minimum Periodic
Number Index Days Cap Cap Rate Rate Rate Cap
---------- ---------- -------- ---------- ---- ------ -------- --------
3303468502 1 yr libor 45 5 5 10.875 2.25 2.00
3303528511 1 yr libor 45 5 5 11.125 2.25 2.00
6006435546 1 yr libor 45 5 5 10.5 2.25 2.00
6007744078 1 yr libor 45 5 5 11 2.25 2.00
6028913629 1 yr libor 45 5 5 11.25 2.25 2.00
6044176052 1 yr libor 45 5 5 11.375 2.25 2.00
6050306882 1 yr libor 45 5 5 10.125 2.25 2.00
6059949740 1 yr libor 45 5 5 10.625 2.25 2.00
6081292846 1 yr libor 45 5 5 10.875 2.25 2.00
6090666212 1 yr libor 45 5 5 10.375 2.25 2.00
6149681519 1 yr libor 45 5 5 10.875 2.25 2.00
6159941530 1 yr libor 45 5 5 11.375 2.25 2.00
6160195589 1 yr libor 45 5 5 11.625 2.25 2.00
6162753757 1 yr libor 45 5 5 11.5 2.25 2.00
6163455337 1 yr libor 45 5 5 10.375 2.25 2.00
6166888997 1 yr libor 45 5 5 10.75 2.25 2.00
6179481400 1 yr libor 45 5 5 10.375 2.25 2.00
6181657872 1 yr libor 45 5 5 10.75 2.25 2.00
6197250944 1 yr libor 45 5 5 10.625 2.25 2.00
6198632280 1 yr libor 45 5 5 10.875 2.25 2.00
6205466284 1 yr libor 45 5 5 10.875 2.25 2.00
6227314439 1 yr libor 45 5 5 10.625 2.25 2.00
6245794000 1 yr libor 45 5 5 10.25 2.25 2.00
6259387600 1 yr libor 45 5 5 10.875 2.25 2.00
6275281902 1 yr libor 45 5 5 11.375 2.25 2.00
6276407225 1 yr libor 45 5 5 10.875 2.25 2.00
6279923061 1 yr libor 45 5 5 11 2.25 2.00
6291140447 1 yr libor 45 5 5 10.875 2.25 2.00
6293259989 1 yr libor 45 5 5 11 2.25 2.00
6298507903 1 yr libor 45 5 5 10.875 2.25 2.00
6299332491 1 yr libor 45 5 5 11.25 2.25 2.00
6315324209 1 yr libor 45 5 5 11 2.25 2.00
6315481553 1 yr libor 45 5 5 11.25 2.25 2.00
6320003434 1 yr libor 45 5 5 11.25 2.25 2.00
6326252258 1 yr libor 45 5 5 11.25 2.25 2.00
6353291369 1 yr libor 45 5 5 10.75 2.25 2.00
6368534688 1 yr libor 45 5 5 11 2.25 2.00
6370494889 1 yr libor 45 5 5 10.875 2.25 2.00
6379468207 1 yr libor 45 5 5 11 2.25 2.00
6384727589 1 yr libor 45 5 5 10.75 2.25 2.00
6391276406 1 yr libor 45 5 5 11.5 2.25 2.00
6404449669 1 yr libor 45 5 5 11.125 2.25 2.00
6413481489 1 yr libor 45 5 5 10.625 2.25 2.00
6420234830 1 yr libor 45 5 5 11.125 2.25 2.00
6432756069 1 yr libor 45 5 5 10.625 2.25 2.00
6435273047 1 yr libor 45 5 5 10.75 2.25 2.00
6435619249 1 yr libor 45 5 5 10.625 2.25 2.00
6436404484 1 yr libor 45 5 5 10.875 2.25 2.00
6477260704 1 yr libor 45 5 5 10.75 2.25 2.00
6489983020 1 yr libor 45 5 5 10.75 2.25 2.00
6494825380 1 yr libor 45 5 5 10.625 2.25 2.00
6498330874 1 yr libor 45 5 5 10.25 2.25 2.00
6505952355 1 yr libor 45 5 5 10.875 2.25 2.00
6515553441 1 yr libor 45 5 5 10.625 2.25 2.00
6518785990 1 yr libor 45 5 5 10.75 2.25 2.00
6531000971 1 yr libor 45 5 5 11 2.25 2.00
6533534951 1 yr libor 45 5 5 10.875 2.25 2.00
6540107130 1 yr libor 45 5 5 10.25 2.25 2.00
6550317215 1 yr libor 45 5 5 11.125 2.25 2.00
6563873402 1 yr libor 45 5 5 11.25 2.25 2.00
6574004575 1 yr libor 45 5 5 10.875 2.25 2.00
6632853260 1 yr libor 45 5 5 10.625 2.25 2.00
6635742767 1 yr libor 45 5 5 10.875 2.25 2.00
6638164340 1 yr libor 45 5 5 10.75 2.25 2.00
6651840818 1 yr libor 45 5 5 11.375 2.25 2.00
6673824980 1 yr libor 45 5 5 11 2.25 2.00
6686489268 1 yr libor 45 5 5 10.75 2.25 2.00
6721170741 1 yr libor 45 5 5 10.25 2.25 2.00
6745528734 1 yr libor 45 5 5 11.25 2.25 2.00
6749579766 1 yr libor 45 5 5 10.25 2.25 2.00
6756147853 1 yr libor 45 5 5 10.625 2.25 2.00
6779907481 1 yr libor 45 5 5 10.875 2.25 2.00
6782753930 1 yr libor 45 5 5 10.875 2.25 2.00
6786898640 1 yr libor 45 5 5 11.25 2.25 2.00
6792065937 1 yr libor 45 5 5 11.25 2.25 2.00
6795467544 1 yr libor 45 5 5 10.875 2.25 2.00
6799559312 1 yr libor 45 5 5 10.125 2.25 2.00
6818592625 1 yr libor 45 5 5 11.375 2.25 2.00
6829903688 1 yr libor 45 5 5 10.75 2.25 2.00
6833206698 1 yr libor 45 5 5 10.125 2.25 2.00
6833598961 1 yr libor 45 5 5 11.125 2.25 2.00
6852447967 1 yr libor 45 5 5 10.125 2.25 2.00
6853952239 1 yr libor 45 5 5 11.125 2.25 2.00
6856538860 1 yr libor 45 5 5 11 2.25 2.00
6895763545 1 yr libor 45 5 5 10.375 2.25 2.00
6896551238 1 yr libor 45 5 5 11.375 2.25 2.00
6919935202 1 yr libor 45 5 5 11 2.25 2.00
6921545932 1 yr libor 45 5 5 10.875 2.25 2.00
6923871997 1 yr libor 45 5 5 11 2.25 2.00
6963523177 1 yr libor 45 5 5 11.375 2.25 2.00
6964082827 1 yr libor 45 5 5 10.875 2.25 2.00
EXHIBIT D-4
MORTGAGE LOAN SCHEDULE
(LOAN GROUP 4)
Bank of America
[LOGO]
[LOGO] Bank of America
BOAMS 2006-A
Mortgage Schedule
10-1 ARM: Fixed for Ten years then rate adjusts each year thereafter.
Loan Count: 127
Scheduled PB
as of January 1, 2005: $ 82,413,665.33
Unpaid PB W/A: $ 648,926.50
W/A Interest Rate: 6.021
W/A Remaining Term: 359.5
Loan Zip
Number Borrower State Code PropertyTypeCode Occupancy
----------------- ------------- ----- ----------- ---------------- -----------------------
6003763379 KAPUR MD 20855 Single Family Primary (Owner Occupied)
6005335127 WHITE NV 89523 PUD Detached Primary (Owner Occupied)
6660544203 SCHWARTZ MD 20895 Single Family Primary (Owner Occupied)
6665536162 GOMEZ IL 60611 Condo Highrise Primary (Owner Occupied)
6672704910 FARRER NJ 07747 Single Family Primary (Owner Occupied)
6684532630 OKONSKI VA 20158 Single Family Primary (Owner Occupied)
6693067487 SHIRLEY VA 22709 Single Family Secondary (Owner Occupied)
6703997269 MCCORMICK MD 21146 Single Family Primary (Owner Occupied)
6709026535 DREIFORT CA 91011 Single Family Primary (Owner Occupied)
6722296735 HENDERSON WA 98052 Single Family Primary (Owner Occupied)
6723527328 CLAYTON CA 93105 Single Family Primary (Owner Occupied)
6745119781 MORGAN CA 94022 Single Family Primary (Owner Occupied)
6746396396 SINGH CA 95135 Single Family Primary (Owner Occupied)
6748625842 GOODMAN CA 90068 Single Family Primary (Owner Occupied)
6756982812 CINKLE CA 92807 Single Family Primary (Owner Occupied)
6763317168 RENNIE NC 280317597 PUD Detached Primary (Owner Occupied)
6796284518 ILAHI TX 77019 PUD Detached Primary (Owner Occupied)
6801183358 BINGAMAN CA 95687 Single Family Primary (Owner Occupied)
6808866997 TA CA 95148 Single Family Primary (Owner Occupied)
6822748981 LAKRITZ CA 92629 CL Primary (Owner Occupied)
6839630107 EGELAND OR 97701 PUD Detached Secondary (Owner Occupied)
6841022947 MCMILLION CA 90277 Single Family Primary (Owner Occupied)
6846535703 ECHEANDIA NC 28173 PUD Detached Primary (Owner Occupied)
6862325583 INGRAM PA 17214 Single Family Secondary (Owner Occupied)
6910084992 SACKETT NV 89141 PUD Detached Primary (Owner Occupied)
6921147465 BOAK VA 20181 Single Family Primary (Owner Occupied)
6970922941 MEYER NV 89511 PUD Detached Primary (Owner Occupied)
6982913102 DUNN NC 28173 PUD Detached Primary (Owner Occupied)
6990850924 NGO CA 95135 Single Family Primary (Owner Occupied)
6008475060 DOWNEN CA 92264 Single Family Primary (Owner Occupied)
6008877521 MARCOPULOS CA 95066 Single Family Primary (Owner Occupied)
6023397760 SHAPLAND CA 94583 Single Family Primary (Owner Occupied)
6034141132 LAUZON CA 95032 Single Family Primary (Owner Occupied)
6039122038 PIRRIE CA 91784 Single Family Primary (Owner Occupied)
6056061580 MONCIBAIS CA 94510 PUD Detached Primary (Owner Occupied)
6069502422 PEACOCK CA 94403 Single Family Primary (Owner Occupied)
6070290082 LOMBARDO DC 20003 Single Family Primary (Owner Occupied)
6073723865 WOLFE FL 33076 PUD Detached Primary (Owner Occupied)
6078067904 FOWKE FL 33547 PUD Detached Primary (Owner Occupied)
6079405269 SINGHAI CA 95035 Single Family Primary (Owner Occupied)
6081749076 KHALIFA VA 22150 PUD Detached Primary (Owner Occupied)
6082978450 LESLIE CA 90278 Condo Highrise Primary (Owner Occupied)
6091600590 HO CA 94117 CL Primary (Owner Occupied)
6103183478 KIM CA 93612 Single Family Primary (Owner Occupied)
6104344558 AGLIATA MD 208783796 PUD Detached Primary (Owner Occupied)
6117672391 ABINAKED CA 91311 Single Family Primary (Owner Occupied)
6132933687 VIRGA NY 11758 Single Family Primary (Owner Occupied)
6141141306 BROWN CA 91103 Single Family Primary (Owner Occupied)
6147258930 WISHNER CA 94024 Single Family Primary (Owner Occupied)
6156960632 MARTORELL CA 91910 Single Family Primary (Owner Occupied)
6165791416 PETRO CA 920780000 PUD Detached Primary (Owner Occupied)
6168437827 CONNORS CA 94403 Single Family Primary (Owner Occupied)
6173336667 GABOUREL NC 27587 Single Family Primary (Owner Occupied)
6183372686 GUPTA CA 92603 CL Primary (Owner Occupied)
6186216013 PATTERSON GA 300680000 PUD Detached Primary (Owner Occupied)
6194415250 BARFIELD MI 48105 Single Family Primary (Owner Occupied)
6198734599 BAKEL DC 20016 Single Family Primary (Owner Occupied)
6200509484 PELIKH CA 91316 Single Family Primary (Owner Occupied)
6211556714 VAUGHN CA 94583 PUD Detached Primary (Owner Occupied)
6226070339 MCKEE VA 223051801 Single Family Primary (Owner Occupied)
6228389018 O'BRIEN FL 32250 CL Secondary (Owner Occupied)
6247000083 NICOULIN MD 21769 Single Family Primary (Owner Occupied)
6248235092 WAXMAN CA 90291 Single Family Primary (Owner Occupied)
6250452338 LAMBETH CA 92694 PUD Detached Primary (Owner Occupied)
6256471126 GAMBOA CA 92882 PUD Detached Primary (Owner Occupied)
6256743540 PERINO MD 20646 PUD Detached Primary (Owner Occupied)
6261165929 BALDI SC 29492 PUD Attached Secondary (Owner Occupied)
6261320755 GONZALEZ CA 94110 CL Primary (Owner Occupied)
6261840091 HUTTO DC 20002 Single Family Primary (Owner Occupied)
6268352595 BARRY CA 93004 Single Family Primary (Owner Occupied)
6269400500 SANTIANO CA 94404 CL Primary (Owner Occupied)
6279656042 ROGERS CA 94611 Single Family Primary (Owner Occupied)
6285819303 HUGHES CA 94024 Single Family Primary (Owner Occupied)
6288020347 BENEDICTO CA 92128 Single Family Primary (Owner Occupied)
6294199069 DEMAIO IL 60622 Single Family Primary (Owner Occupied)
6301141716 STONE CA 95032 PUD Detached Primary (Owner Occupied)
6302359168 WILLOUGHBY CA 92648 PUD Detached Primary (Owner Occupied)
6317621339 ARCHBOLD CA 94952 Single Family Primary (Owner Occupied)
6318969224 ANDERSON SC 29464 PUD Detached Primary (Owner Occupied)
6323207685 BATTLEMAN NY 10604 Single Family Primary (Owner Occupied)
6326741474 STAPLES WA 986078860 Single Family Primary (Owner Occupied)
6333553367 PUU CA 91030 Single Family Primary (Owner Occupied)
6345730896 STREETT VA 23456 PUD Detached Primary (Owner Occupied)
6352147802 KAY CO 81611 CL Secondary (Owner Occupied)
6355652733 WRIGHT NY 10536 Single Family Primary (Owner Occupied)
6367951636 LOMBARDO NJ 07675 Single Family Primary (Owner Occupied)
6374699541 ENGELAGE CA 94548 Single Family Primary (Owner Occupied)
6375635247 STANSBERRY CA 95127 Single Family Primary (Owner Occupied)
6382644232 FISH FL 33612 Single Family Primary (Owner Occupied)
6391228985 ZUCCO CA 92630 Single Family Primary (Owner Occupied)
6401769846 RABIBADHANA CA 92620 CL Primary (Owner Occupied)
6412049923 MANNE FL 34110 PUD Detached Primary (Owner Occupied)
6414188703 WONG CA 94131 CL Primary (Owner Occupied)
6433929764 MCVEY VA 22312 PUD Detached Primary (Owner Occupied)
6435467342 HARDY NC 27517 PUD Detached Primary (Owner Occupied)
6443505711 SEXTON CA 93001 Single Family Primary (Owner Occupied)
6445033308 THIE CA 94306 Single Family Primary (Owner Occupied)
6446264373 SCHREIER CA 94710 CL Primary (Owner Occupied)
6450744427 ZIEMBA VA 20136 PUD Detached Primary (Owner Occupied)
6459239643 SCARBOROUGH TX 78731 Single Family Primary (Owner Occupied)
6472292694 QURESHI VA 20112 PUD Detached Primary (Owner Occupied)
6472832689 BARBARO SC 29429 Single Family Primary (Owner Occupied)
6482603716 MARTIN CA 96073 Single Family Primary (Owner Occupied)
6485191248 SUBRAMANIAN CA 94040 Single Family Primary (Owner Occupied)
6488018067 MAZZO MD 20878 PUD Detached Primary (Owner Occupied)
6500722407 ESTRADA CA 93003 Single Family Primary (Owner Occupied)
6524104228 ANTOINE CA 95864 Single Family Primary (Owner Occupied)
6526581316 GLASS JR GA 30327 Single Family Primary (Owner Occupied)
6530235297 REZNICSEK FL 32256 PUD Detached Primary (Owner Occupied)
6531437694 NICHOLS CA 94503 Single Family Primary (Owner Occupied)
6531473418 GAUDET CT 06340 Single Family Secondary (Owner Occupied)
6541855661 LIN WA 980758112 PUD Attached Primary (Owner Occupied)
6560247220 KRIEGER CA 90035 Single Family Primary (Owner Occupied)
6566746472 SPENCE CA 94583 PUD Detached Primary (Owner Occupied)
6582464969 EISSMANN DDS NV 89511 Single Family Primary (Owner Occupied)
6586697002 SCHAEFER CA 94954 Single Family Primary (Owner Occupied)
6589223137 NAVARRO SC 29492 PUD Detached Primary (Owner Occupied)
6591562746 HOU CA 94536 Single Family Primary (Owner Occupied)
6595005817 GILBERT VA 23238 PUD Detached Primary (Owner Occupied)
6596270782 SISK TN 37027 PUD Detached Primary (Owner Occupied)
6603667350 WHITE MD 20852 PUD Attached Primary (Owner Occupied)
6604957388 JAQUEZ CA 93012 PUD Detached Primary (Owner Occupied)
6614506183 WILLIAMS VA 222052002 Single Family Primary (Owner Occupied)
6631970354 PASCOE FL 32940 Single Family Primary (Owner Occupied)
6642500679 ELMORE CA 92024 PUD Detached Primary (Owner Occupied)
6654206603 PAIVA CA 95818 Single Family Primary (Owner Occupied)
6659938382 GRUNDY CO 81435 CL Primary (Owner Occupied)
Loan
Number LoanPurpose Type LTV Rate PB Date Date Term P&I
----------- ---------------------- ----------- ----- ---- ------- -------- -------- ---- ------
6003763379 Purchase Paper Saver 80.00 6.125 664000 2/1/2006 1/1/2036 360 3389.17
6005335127 Purchase Paper Saver 76.92 6.25 700000 1/1/2006 12/1/2035 360 3645.83
6660544203 Purchase Paper Saver 80.00 6 673280 2/1/2006 1/1/2036 360 3366.4
6665536162 Refinance_No_Cash_Out Rapid 54.54 6.125 1200000 2/1/2006 1/1/2036 360 6125
6672704910 Purchase Paper Saver 80.00 5.625 427120 2/1/2006 1/1/2036 360 2002.13
6684532630 Refinance_Equity_Takeout Paper Saver 60.35 6.375 895000 2/1/2006 1/1/2036 360 4754.69
6693067487 Purchase Paper Saver 80.00 5.75 520000 2/1/2006 1/1/2036 360 2491.67
6703997269 Refinance_Equity_Takeout Rapid 28.93 5.5 625000 1/1/2006 12/1/2035 360 2864.58
6709026535 Purchase Paper Saver 16.66 6.125 1000000 1/1/2006 12/1/2035 360 5104.17
6722296735 Refinance_Equity_Takeout Paper Saver 69.98 6.25 450000 1/1/2006 12/1/2035 360 2343.75
6723527328 Purchase Paper Saver 59.09 5.875 650000 2/1/2006 1/1/2036 360 3182.29
6745119781 Purchase Rapid 74.71 6.125 1275000 2/1/2006 1/1/2036 360 6507.81
6746396396 Purchase Paper Saver 75.00 5.875 975000 2/1/2006 1/1/2036 360 4773.44
6748625842 Purchase Wholesale SISA 80.00 6.625 776000 2/1/2006 1/1/2036 360 4284.17
6756982812 Refinance_No_Cash_Out Rapid 68.33 5.5 1025000 2/1/2006 1/1/2036 360 5819.84
6763317168 Purchase Paper Saver 48.16 5.625 578000 2/1/2006 1/1/2036 360 2709.38
6796284518 Purchase Paper Saver 80.00 5.875 952000 1/1/2006 12/1/2035 360 5631.44
6801183358 Purchase Standard 68.00 6.25 425000 1/1/2006 12/1/2035 360 2213.54
6808866997 Refinance_No_Cash_Out Paper Saver 66.71 6.125 447000 2/1/2006 1/1/2036 360 2281.56
6822748981 Purchase Paper Saver 80.00 6 464000 2/1/2006 1/1/2036 360 2320
6839630107 Purchase Paper Saver 80.00 5.875 520000 2/1/2006 1/1/2036 360 2545.83
6841022947 Refinance_No_Cash_Out Rapid 46.17 6 639500 1/1/2006 12/1/2035 360 3197.5
6846535703 Purchase Paper Saver 76.70 5.875 420000 2/1/2006 1/1/2036 360 2484.46
6862325583 Purchase Paper Saver 80.00 5.625 474400 1/1/2006 12/1/2035 360 2223.75
6910084992 Purchase Paper Saver 80.00 5.875 436000 1/1/2006 12/1/2035 360 2134.58
6921147465 Refinance_Equity_Takeout Paper Saver 67.65 6 717142 2/1/2006 1/1/2036 360 3585.71
6970922941 Refinance_No_Cash_Out Paper Saver 41.71 6.125 584000 2/1/2006 1/1/2036 360 2980.83
6982913102 Refinance_No_Cash_Out Paper Saver 70.00 5.625 910000 2/1/2006 1/1/2036 360 4265.63
6990850924 Refinance_No_Cash_Out Paper Saver 49.81 6.125 660000 2/1/2006 1/1/2036 360 3368.75
6008475060 Purchase Rapid 80.00 6.25 791200 2/1/2006 1/1/2036 360 4120.83
6008877521 Refinance_No_Cash_Out Rapid 72.98 6.25 635000 1/1/2006 12/1/2035 360 3307.29
6023397760 Refinance_No_Cash_Out Standard 71.42 6.25 750000 2/1/2006 1/1/2036 360 3906.25
6034141132 Refinance_No_Cash_Out Paper Saver 55.47 5.5 735000 1/1/2006 12/1/2035 360 3368.75
6039122038 Purchase Standard 80.00 5.875 504000 1/1/2006 12/1/2035 360 2467.5
6056061580 Purchase Paper Saver 77.72 6.125 750000 1/1/2006 12/1/2035 360 3828.13
6069502422 Purchase Paper Saver 80.00 5.75 680000 1/1/2006 12/1/2035 360 3968.3
6070290082 Purchase Standard 80.00 5.5 556000 1/1/2006 12/1/2035 360 2548.33
6073723865 Refinance_Equity_Takeout Rapid 54.99 6.25 515000 1/1/2006 12/1/2035 360 2682.29
6078067904 Refinance_No_Cash_Out Paper Saver 58.75 6.25 426000 2/1/2006 1/1/2036 360 2218.75
6079405269 Purchase Paper Saver 80.00 5.875 544000 2/1/2006 1/1/2036 360 2663.33
6081749076 Purchase Paper Saver 80.00 5.625 494000 1/1/2006 12/1/2035 360 2315.63
6082978450 Refinance_Equity_Takeout Standard 53.65 5.75 467900 1/1/2006 12/1/2035 360 2242.02
6091600590 Purchase Paper Saver 80.00 6 663200 2/1/2006 1/1/2036 360 3316
6103183478 Purchase Wholesale SISA 80.00 6.375 446480 1/1/2006 12/1/2035 360 2785.46
6104344558 Purchase Paper Saver 80.00 5.375 1000000 1/1/2006 12/1/2035 360 4479.17
6117672391 Purchase Wholesale SISA 79.56 6 736000 1/1/2006 12/1/2035 360 3675
6132933687 Purchase Rapid 80.00 6.375 734000 2/1/2006 1/1/2036 360 3899.38
6141141306 Refinance_No_Cash_Out Paper Saver 30.74 6.375 538000 1/1/2006 12/1/2035 360 2858.13
6147258930 Purchase Paper Saver 26.80 6.375 500000 2/1/2006 1/1/2036 360 2656.25
6156960632 Purchase Paper Saver 80.00 5.875 532000 1/1/2006 12/1/2035 360 2604.58
6165791416 Purchase Rapid 79.99 6 638650 2/1/2006 1/1/2036 360 3193.25
6168437827 Purchase Paper Saver 80.00 6.125 640000 1/1/2006 12/1/2035 360 3888.71
6173336667 Purchase Paper Saver 80.00 6 476000 2/1/2006 1/1/2036 360 2380
6183372686 Purchase Rapid 61.70 5.75 725000 2/1/2006 1/1/2036 360 3473.96
6186216013 Purchase Paper Saver 74.66 6 600000 1/1/2006 12/1/2035 360 3000
6194415250 Refinance_No_Cash_Out Rapid 66.60 6.25 1432000 2/1/2006 1/1/2036 360 7458.33
6198734599 Purchase Paper Saver 77.04 5.625 500000 2/1/2006 1/1/2036 360 2878.29
6200509484 Purchase Rapid 71.11 6.25 800000 2/1/2006 1/1/2036 360 4166.67
6211556714 Refinance_No_Cash_Out Standard 71.91 6 676000 2/1/2006 1/1/2036 360 3380
6226070339 Purchase Standard 80.00 6 511200 1/1/2006 12/1/2035 360 3064.91
6228389018 Purchase Paper Saver 79.75 6.25 650000 1/1/2006 12/1/2035 360 3385.42
6247000083 Refinance_Equity_Takeout Paper Saver 62.96 6.25 425000 2/1/2006 1/1/2036 360 2213.54
6248235092 Refinance_Equity_Takeout Rapid 62.90 6.125 775000 2/1/2006 1/1/2036 360 3955.73
6250452338 Purchase Paper Saver 64.17 5.75 430000 2/1/2006 1/1/2036 360 2060.42
6256471126 Purchase Rapid 79.99 6.25 675866 2/1/2006 1/1/2036 360 3520.14
6256743540 Refinance_No_Cash_Out Paper Saver 71.64 6.5 418431 1/1/2006 12/1/2035 360 2266.5
6261165929 Purchase Standard 77.51 6.25 500000 2/1/2006 1/1/2036 360 2604.17
6261320755 Purchase Standard 80.00 6 548000 2/1/2006 1/1/2036 360 2740
6261840091 Purchase Paper Saver 80.00 5.875 796000 2/1/2006 1/1/2036 360 4708.65
6268352595 Refinance_No_Cash_Out Wholesale SISA 78.70 5.875 610000 1/1/2006 12/1/2035 360 2985.97
6269400500 Purchase Paper Saver 80.00 6 440000 1/1/2006 12/1/2035 360 2200
6279656042 Purchase Standard 80.00 5.875 944000 2/1/2006 1/1/2036 360 4621.67
6285819303 Refinance_No_Cash_Out Paper Saver 64.51 6 1000000 2/1/2006 1/1/2036 360 5000
6288020347 Refinance_Equity_Takeout Rapid 80.00 6.125 552000 2/1/2006 1/1/2036 360 2817.5
6294199069 Refinance_No_Cash_Out Rapid 62.50 5.75 1000000 2/1/2006 1/1/2036 360 4791.67
6301141716 Purchase Paper Saver 57.36 4.875 545000 1/1/2006 12/1/2035 360 2214.06
6302359168 Refinance_Equity_Takeout Rapid 44.19 6.125 895000 1/1/2006 12/1/2035 360 4568.23
6317621339 Refinance_Equity_Takeout Rapid 63.63 6.25 700000 2/1/2006 1/1/2036 360 3645.83
6318969224 Refinance_Equity_Takeout Paper Saver 69.85 6 475000 1/1/2006 12/1/2035 360 2368.72
6323207685 Refinance_No_Cash_Out Standard 65.00 5.625 1300000 11/1/2005 10/1/2035 360 6093.75
6326741474 Refinance_No_Cash_Out Paper Saver 66.96 5.875 519000 1/1/2006 12/1/2035 360 2540.94
6333553367 Purchase Rapid 75.00 6.75 900000 1/1/2006 12/1/2035 360 5062.5
6345730896 Refinance_No_Cash_Out Paper Saver 71.44 6.25 598000 1/1/2006 12/1/2035 360 3114.58
6352147802 Refinance_Equity_Takeout Rapid 39.28 6.25 550000 2/1/2006 1/1/2036 360 2864.58
6355652733 Purchase Rapid 80.00 6.125 736800 1/1/2006 12/1/2035 360 3759.41
6367951636 Purchase Standard 65.49 6.125 949000 1/1/2006 12/1/2035 360 4843.85
6374699541 Refinance_Equity_Takeout Paper Saver 61.71 6 540000 2/1/2006 1/1/2036 360 2700
6375635247 Refinance_Equity_Takeout Standard 63.15 6.125 425000 2/1/2006 1/1/2036 360 2169.27
6382644232 Purchase Paper Saver 80.00 6 559200 2/1/2006 1/1/2036 360 2796
6391228985 Refinance_Equity_Takeout Rapid 79.81 6.625 617000 2/1/2006 1/1/2036 360 3406.35
6401769846 Purchase Paper Saver 79.90 5.875 672984 1/1/2006 12/1/2035 360 3293.78
6412049923 Refinance_Equity_Takeout Standard 66.31 5.875 750000 2/1/2006 1/1/2036 360 3671.87
6414188703 Purchase Rapid 80.00 6 480000 2/1/2006 1/1/2036 360 2400
6433929764 Refinance_Equity_Takeout Standard 63.82 6.375 750000 1/1/2006 12/1/2035 360 3984.38
6435467342 Refinance_No_Cash_Out Paper Saver 79.85 6 448000 1/1/2006 12/1/2035 360 2240
6443505711 Refinance_Equity_Takeout Standard 44.13 6.25 640000 1/1/2006 12/1/2035 360 3940.6
6445033308 Refinance_No_Cash_Out Rapid 77.08 6.125 925000 2/1/2006 1/1/2036 360 4721.35
6446264373 Purchase Paper Saver 52.74 5.25 500000 1/1/2006 12/1/2035 360 2187.5
6450744427 Purchase Paper Saver 80.00 6 530272 1/1/2006 12/1/2035 360 2651.36
6459239643 Purchase Paper Saver 80.00 5.625 524000 2/1/2006 1/1/2036 360 2456.25
6472292694 Purchase Paper Saver 80.00 6.125 492000 1/1/2006 12/1/2035 360 2989.45
6472832689 Purchase Paper Saver 80.00 5.75 453600 1/1/2006 12/1/2035 360 2173.5
6482603716 Purchase Paper Saver 75.00 5.875 480000 1/1/2006 12/1/2035 360 2348.05
6485191248 Purchase Paper Saver 80.00 5.875 785600 1/1/2006 12/1/2035 360 4647.13
6488018067 Purchase Paper Saver 58.89 5.875 500000 2/1/2006 1/1/2036 360 2447.92
6500722407 Refinance_Equity_Takeout Standard 70.00 6.5 428400 2/1/2006 1/1/2036 360 2320.5
6524104228 Refinance_No_Cash_Out Standard 75.00 6.375 780000 2/1/2006 1/1/2036 360 4143.75
6526581316 Purchase Paper Saver 72.41 6.25 525000 2/1/2006 1/1/2036 360 2734.37
6530235297 Purchase Rapid 80.00 5.875 433600 2/1/2006 1/1/2036 360 2564.91
6531437694 Refinance_Equity_Takeout Rapid 70.33 6.125 531000 2/1/2006 1/1/2036 360 2710.31
6531473418 Purchase Rapid 80.00 5.875 568000 1/1/2006 12/1/2035 360 2780.83
6541855661 Purchase Paper Saver 80.00 5.875 612264 1/1/2006 12/1/2035 360 2997.54
6560247220 Purchase Rapid 72.91 5.875 700000 2/1/2006 1/1/2036 360 3427.08
6566746472 Refinance_No_Cash_Out Rapid 67.64 6.125 1150000 2/1/2006 1/1/2036 360 5869.79
6582464969 Refinance_No_Cash_Out Paper Saver 52.44 6 687000 1/1/2006 12/1/2035 360 3424.93
6586697002 Refinance_Equity_Takeout Paper Saver 51.57 6.375 459000 1/1/2006 12/1/2035 360 2438.44
6589223137 Purchase Rapid 71.51 5.75 600000 2/1/2006 1/1/2036 360 2875
6591562746 Refinance_No_Cash_Out Standard 79.62 6.5 684000 1/1/2006 12/1/2035 360 3705
6595005817 Purchase Paper Saver 60.57 5.625 725000 2/1/2006 1/1/2036 360 3398.44
6596270782 Refinance_No_Cash_Out Paper Saver 73.42 6.25 514000 1/1/2006 12/1/2035 360 2677.08
6603667350 Refinance_Equity_Takeout Rapid 73.86 6.625 650000 2/1/2006 1/1/2036 360 3588.54
6604957388 Refinance_No_Cash_Out Rapid 80.00 5.875 506400 1/1/2006 12/1/2035 360 2479.25
6614506183 Refinance_Equity_Takeout Rapid 80.00 6 568000 2/1/2006 1/1/2036 360 2840
6631970354 Purchase Paper Saver 68.25 6.125 430000 2/1/2006 1/1/2036 360 2194.79
6642500679 Refinance_No_Cash_Out Rapid 80.00 6 692000 1/1/2006 12/1/2035 360 3460
6654206603 Refinance_Equity_Takeout Standard 69.44 6.25 625000 2/1/2006 1/1/2036 360 3255.21
6659938382 Refinance_No_Cash_Out Standard 49.47 6.375 470000 2/1/2006 1/1/2036 360 2496.88
Loan Current Closing Remaining Scheduled Appraisal Sales PMI Cov 1st Rate
Number Due Date Date Term PB FICO Value Price % PMI Company Change Date
----------- -------- --------- --------- ---------- ---- --------- ----- ------ ----------- -------------
6003763379 2/1/2006 12/16/2005 360 664,000.00 786 843500 830000 0 1/1/2016
6005335127 2/1/2006 12/1/2005 359 700,000.00 799 910000 1000000 0 12/1/2015
6660544203 2/1/2006 12/16/2005 360 791,200.00 766 845000 841600 0 1/1/2016
6665536162 2/1/2006 12/7/2005 360 635,000.00 783 2200000 0 0 1/1/2016
6672704910 2/1/2006 12/15/2005 360 750,000.00 738 535000 533900 0 1/1/2016
6684532630 1/1/2006 12/12/2005 360 735,000.00 758 1483000 0 0 1/1/2016
6693067487 2/1/2006 12/9/2005 360 503,999.75 751 665000 650000 0 1/1/2016
6703997269 1/1/2006 11/7/2005 359 750,000.00 788 2160000 0 0 12/1/2015
6709026535 2/1/2006 11/18/2005 359 679,290.03 681 6000000 8500000 0 12/1/2015
6722296735 2/1/2006 11/29/2005 359 556,000.00 776 643000 0 0 12/1/2015
6723527328 1/1/2006 12/6/2005 360 515,000.00 794 1100000 1100000 0 1/1/2016
6745119781 2/1/2006 12/20/2005 360 426,000.00 809 1706500 1706475 0 1/1/2016
6746396396 2/1/2006 12/16/2005 360 544,000.00 775 1300000 1300000 0 1/1/2016
6748625842 1/1/2006 12/22/2005 360 494,000.00 784 990000 970000 0 1/1/2016
6756982812 1/1/2006 12/19/2005 360 467,900.00 772 1500000 0 0 1/1/2016
6763317168 2/1/2006 12/21/2005 360 663,200.00 732 1250000 1200000 0 1/1/2016
6796284518 1/1/2006 11/10/2005 359 446,066.47 752 1190000 1190000 0 12/1/2015
6801183358 1/1/2006 11/9/2005 359 1,000,000.00 659 625000 625000 0 12/1/2015
6808866997 2/1/2006 12/20/2005 360 736,000.00 807 670000 0 0 1/1/2016
6822748981 2/1/2006 12/19/2005 360 734,000.00 784 580000 580000 0 1/1/2016
6839630107 2/1/2006 12/2/2005 360 538,000.00 757 675000 650000 0 1/1/2016
6841022947 2/1/2006 11/29/2005 359 500,000.00 777 1385000 0 0 12/1/2015
6846535703 1/1/2006 12/7/2005 360 532,000.00 812 550000 547569 0 1/1/2016
6862325583 2/1/2006 11/15/2005 359 638,650.00 802 596000 593000 0 12/1/2015
6910084992 1/1/2006 11/22/2005 359 639,377.96 750 545000 545000 0 12/1/2015
6921147465 2/1/2006 12/2/2005 360 476,000.00 769 1060000 0 0 1/1/2016
6970922941 2/1/2006 12/14/2005 360 725,000.00 746 1400000 0 0 1/1/2016
6982913102 1/1/2006 12/2/2005 360 600,000.00 736 1300000 0 0 1/1/2016
6990850924 2/1/2006 12/13/2005 360 1,432,000.00 763 1325000 0 0 1/1/2016
6008475060 2/1/2006 12/15/2005 360 500,000.00 790 989000 989000 0 1/1/2016
6008877521 2/1/2006 11/30/2005 359 800,000.00 705 870000 0 0 12/1/2015
6023397760 2/1/2006 12/13/2005 360 676,000.00 717 1050000 0 0 1/1/2016
6034141132 1/1/2006 11/28/2005 359 510,691.09 686 1325000 0 0 12/1/2015
6039122038 1/1/2006 11/29/2005 359 650,000.00 754 630000 630000 0 12/1/2015
6056061580 2/1/2006 12/6/2005 359 425,000.00 792 965000 964900 0 12/1/2015
6069502422 2/1/2006 11/29/2005 359 775,000.00 795 850000 850000 0 12/1/2015
6070290082 2/1/2006 12/1/2005 359 430,000.00 683 710000 695000 0 12/1/2015
6073723865 2/1/2006 11/30/2005 359 675,866.00 712 936500 0 0 12/1/2015
6078067904 2/1/2006 12/7/2005 360 418,431.00 786 725000 0 0 1/1/2016
6079405269 2/1/2006 12/20/2005 360 500,000.00 756 680000 680000 0 1/1/2016
6081749076 2/1/2006 11/30/2005 359 548,000.00 763 621000 617500 0 12/1/2015
6082978450 2/1/2006 11/29/2005 359 796,000.00 713 872000 0 0 12/1/2015
6091600590 1/1/2006 12/20/2005 360 610,000.00 778 829000 829000 0 1/1/2016
6103183478 2/1/2006 11/30/2005 359 440,000.00 728 590000 558100 0 12/1/2015
6104344558 2/1/2006 11/14/2005 359 944,000.00 790 1250000 1250000 0 12/1/2015
6117672391 2/1/2006 12/5/2005 359 1,000,000.00 776 925000 925000 0 12/1/2015
6132933687 2/1/2006 12/21/2005 360 552,000.00 774 920000 917500 0 1/1/2016
6141141306 2/1/2006 11/23/2005 359 1,000,000.00 738 1750000 0 0 12/1/2015
6147258930 1/1/2006 12/19/2005 360 545,000.00 786 1865000 1865000 0 1/1/2016
6156960632 2/1/2006 11/23/2005 359 895,000.00 773 665000 665000 0 12/1/2015
6165791416 2/1/2006 12/20/2005 360 700,000.00 784 805000 798314 0 1/1/2016
6168437827 1/1/2006 12/1/2005 359 475,000.00 754 803000 800000 0 12/1/2015
6173336667 1/1/2006 12/12/2005 360 1,300,000.00 769 595000 625000 0 1/1/2016
6183372686 2/1/2006 12/9/2005 360 519,000.00 787 1200000 1175000 0 1/1/2016
6186216013 2/1/2006 12/1/2005 359 900,000.00 782 820000 803592 0 12/1/2015
6194415250 2/1/2006 12/27/2005 360 598,000.00 777 2150000 0 0 1/1/2016
6198734599 2/1/2006 12/8/2005 360 550,000.00 784 680000 649000 0 1/1/2016
6200509484 2/1/2006 12/13/2005 360 736,537.02 777 1125000 1125000 0 1/1/2016
6211556714 1/1/2006 12/14/2005 360 949,000.00 649 940000 0 0 1/1/2016
6226070339 2/1/2006 11/30/2005 359 540,000.00 677 650000 639000 0 12/1/2015
6228389018 2/1/2006 11/21/2005 359 425,000.00 709 815000 830000 0 12/1/2015
6247000083 2/1/2006 12/5/2005 360 559,200.00 729 675000 0 0 1/1/2016
6248235092 2/1/2006 12/9/2005 360 617,000.00 773 1232000 0 0 1/1/2016
6250452338 2/1/2006 12/20/2005 360 672,878.82 773 670000 670000 0 1/1/2016
6256471126 2/1/2006 12/9/2005 360 750,000.00 758 845000 844833 0 1/1/2016
6256743540 2/1/2006 11/23/2005 359 480,000.00 770 584000 0 0 12/1/2015
6261165929 1/1/2006 12/16/2005 360 747,660.90 695 650000 645000 0 1/1/2016
6261320755 1/1/2006 12/9/2005 360 448,000.00 750 685000 685000 0 1/1/2016
6261840091 1/1/2006 12/5/2005 360 639,392.73 784 1000000 995000 0 1/1/2016
6268352595 2/1/2006 12/6/2005 359 925,000.00 713 775000 0 0 12/1/2015
6269400500 1/1/2006 11/29/2005 359 500,000.00 769 550000 550000 0 12/1/2015
6279656042 1/1/2006 12/13/2005 360 530,272.00 752 1180000 1180000 0 1/1/2016
6285819303 2/1/2006 12/21/2005 360 524,000.00 699 1550000 0 0 1/1/2016
6288020347 1/1/2006 12/19/2005 360 491,521.80 751 690000 0 0 1/1/2016
6294199069 1/1/2006 12/21/2005 360 453,600.00 792 1600000 0 0 1/1/2016
6301141716 1/1/2006 11/28/2005 359 480,000.00 795 950000 988620 0 12/1/2015
6302359168 1/1/2006 11/28/2005 359 784,799.04 729 2025000 0 0 12/1/2015
6317621339 2/1/2006 12/12/2005 360 500,000.00 768 1100000 0 0 1/1/2016
6318969224 2/1/2006 11/22/2005 359 428,400.00 700 680000 0 0 12/1/2015
6323207685 2/1/2006 9/30/2005 357 780,000.00 743 2000000 0 0 10/1/2015
6326741474 2/1/2006 11/21/2005 359 525,000.00 740 775000 0 0 12/1/2015
6333553367 2/1/2006 12/2/2005 359 433,600.00 801 1300000 1200000 0 12/1/2015
6345730896 2/1/2006 11/28/2005 359 531,000.00 765 837000 0 0 12/1/2015
6352147802 2/1/2006 12/13/2005 360 568,000.00 799 1400000 0 0 1/1/2016
6355652733 1/1/2006 11/30/2005 359 612,264.00 719 930000 921000 0 12/1/2015
6367951636 2/1/2006 11/9/2005 359 700,000.00 674 1461000 1449000 0 12/1/2015
6374699541 2/1/2006 12/6/2005 360 1,150,000.00 711 875000 0 0 1/1/2016
6375635247 2/1/2006 12/20/2005 360 685,995.33 668 673000 0 0 1/1/2016
6382644232 1/1/2006 12/9/2005 360 459,000.00 702 699000 699000 0 1/1/2016
6391228985 2/1/2006 12/15/2005 360 600,000.00 788 773000 0 0 1/1/2016
6401769846 2/1/2006 11/29/2005 359 684,000.00 748 845000 842268 0 12/1/2015
6412049923 2/1/2006 12/2/2005 360 725,000.00 808 1131000 0 0 1/1/2016
6414188703 1/1/2006 12/13/2005 360 514,000.00 802 600000 600000 0 1/1/2016
6433929764 2/1/2006 11/28/2005 359 650,000.00 665 1175000 0 0 12/1/2015
6435467342 1/1/2006 11/7/2005 359 506,400.00 796 561000 0 0 12/1/2015
6443505711 2/1/2006 12/6/2005 359 568,000.00 635 1450000 0 0 12/1/2015
6445033308 2/1/2006 12/20/2005 360 430,000.00 724 1200000 0 0 1/1/2016
6446264373 2/1/2006 12/6/2005 359 692,000.00 779 948000 948000 0 12/1/2015
6450744427 2/1/2006 11/29/2005 359 625,000.00 764 678500 662840 0 12/1/2015
6459239643 2/1/2006 12/22/2005 360 470,000.00 751 665000 655000 0 1/1/2016
6472292694 2/1/2006 11/30/2005 359 673,280.00 805 620000 615000 0 12/1/2015
6472832689 2/1/2006 11/18/2005 359 1,200,000.00 807 598000 567000 0 12/1/2015
6482603716 2/1/2006 11/30/2005 359 427,120.00 733 640000 640000 0 12/1/2015
6485191248 2/1/2006 11/30/2005 359 895,000.00 783 982000 982000 0 12/1/2015
6488018067 2/1/2006 12/9/2005 360 520,000.00 774 849000 849000 0 1/1/2016
6500722407 1/1/2006 12/20/2005 360 625,000.00 777 612000 0 0 1/1/2016
6524104228 2/1/2006 12/19/2005 360 1,000,000.00 678 1040000 0 0 1/1/2016
6526581316 1/1/2006 12/12/2005 360 450,000.00 776 800000 725000 0 1/1/2016
6530235297 2/1/2006 12/2/2005 360 650,000.00 785 542000 542000 0 1/1/2016
6531437694 2/1/2006 12/20/2005 360 1,275,000.00 705 755000 0 0 1/1/2016
6531473418 2/1/2006 11/10/2005 359 975,000.00 731 710000 720000 0 12/1/2015
6541855661 2/1/2006 11/16/2005 359 776,000.00 772 789000 765330 0 12/1/2015
6560247220 2/1/2006 12/20/2005 360 1,025,000.00 787 960000 960000 0 1/1/2016
6566746472 2/1/2006 12/7/2005 360 578,000.00 738 1700000 0 0 1/1/2016
6582464969 1/1/2006 11/30/2005 359 951,029.39 778 1310000 0 0 12/1/2015
6586697002 1/1/2006 11/30/2005 359 425,000.00 767 890000 0 0 12/1/2015
6589223137 2/1/2006 12/5/2005 360 447,000.00 737 850000 839000 0 1/1/2016
6591562746 2/1/2006 11/23/2005 359 464,000.00 718 859000 0 0 12/1/2015
6595005817 2/1/2006 12/15/2005 360 520,000.00 778 1300000 1196800 0 1/1/2016
6596270782 1/1/2006 11/23/2005 359 639,500.00 776 700000 0 0 12/1/2015
6603667350 2/1/2006 12/2/2005 360 420,000.00 743 880000 0 0 1/1/2016
6604957388 1/1/2006 12/2/2005 359 474,400.00 726 633000 0 0 12/1/2015
6614506183 1/1/2006 12/12/2005 360 436,000.00 718 710000 0 0 1/1/2016
6631970354 2/1/2006 12/13/2005 360 717,142.00 704 640000 630000 0 1/1/2016
6642500679 2/1/2006 11/28/2005 359 584,000.00 763 865000 0 0 12/1/2015
6654206603 2/1/2006 12/19/2005 360 910,000.00 696 900000 0 0 1/1/2016
6659938382 2/1/2006 12/19/2005 360 660,000.00 740 950000 0 0 1/1/2016
Loan Adjustment 1st Payment Adjustment Next Rate Conversion Rounding Rounding Product
Number Frequency Change Date Frequency Change Date Flag Margin Factor Flag Description
------------- --------- ----------- --------- ----------- ---- ------ ------ ---- -----------
6003763379 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6005335127 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6660544203 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6665536162 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6672704910 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6684532630 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6693067487 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6703997269 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6709026535 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6722296735 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6723527328 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6745119781 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6746396396 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6748625842 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6756982812 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10 YR NC LIBOR
6763317168 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6796284518 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10 YR NC LIBOR
6801183358 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6808866997 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6822748981 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6839630107 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6841022947 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6846535703 12 2/1/2016 12 1/1/2016 N 2.25 125 U MR 10 YR NC LIBOR
6862325583 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6910084992 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6921147465 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6970922941 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6982913102 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6990850924 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6008475060 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6008877521 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6023397760 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6034141132 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6039122038 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6056061580 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6069502422 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10 YR NC LIBOR
6070290082 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6073723865 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6078067904 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6079405269 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6081749076 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6082978450 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6091600590 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6103183478 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10 YR NC LIBOR
6104344558 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6117672391 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6132933687 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6141141306 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6147258930 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6156960632 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6165791416 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6168437827 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10 YR NC LIBOR
6173336667 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6183372686 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6186216013 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6194415250 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6198734599 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10 YR NC LIBOR
6200509484 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6211556714 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6226070339 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10 YR NC LIBOR
6228389018 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6247000083 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6248235092 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6250452338 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6256471126 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6256743540 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6261165929 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6261320755 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6261840091 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10 YR NC LIBOR
6268352595 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6269400500 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6279656042 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6285819303 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6288020347 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6294199069 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6301141716 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6302359168 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6317621339 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6318969224 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6323207685 12 11/1/2015 12 10/1/2015 N 2.25 125 U 10/1 NCONF IO
6326741474 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6333553367 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6345730896 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6352147802 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6355652733 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6367951636 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6374699541 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6375635247 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6382644232 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6391228985 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6401769846 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6412049923 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6414188703 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6433929764 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6435467342 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6443505711 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10 YR NC LIBOR
6445033308 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6446264373 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6450744427 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6459239643 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6472292694 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10 YR NC LIBOR
6472832689 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6482603716 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6485191248 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10 YR NC LIBOR
6488018067 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6500722407 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6524104228 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6526581316 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6530235297 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10 YR NC LIBOR
6531437694 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6531473418 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6541855661 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6560247220 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6566746472 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6582464969 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6586697002 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6589223137 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6591562746 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6595005817 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6596270782 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6603667350 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6604957388 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6614506183 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6631970354 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6642500679 12 1/1/2016 12 12/1/2015 N 2.25 125 U 10/1 NCONF IO
6654206603 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
6659938382 12 2/1/2016 12 1/1/2016 N 2.25 125 U 10/1 NCONF IO
Loan Lookback 1st Change Life Max Minimum Periodic
Number Index Days Cap Cap Rate Rate Rate Cap
6003763379 1 yr libor 45 5 5 11.125 2.25 2.00
6005335127 1 yr libor 45 5 5 11.25 2.25 2.00
6660544203 1 yr libor 45 5 5 11 2.25 2.00
6665536162 1 yr libor 45 5 5 11.125 2.25 2.00
6672704910 1 yr libor 45 5 5 10.625 2.25 2.00
6684532630 1 yr libor 45 5 5 11.375 2.25 2.00
6693067487 1 yr libor 45 5 5 10.75 2.25 2.00
6703997269 1 yr libor 45 5 5 10.5 2.25 2.00
6709026535 1 yr libor 45 5 5 11.125 2.25 2.00
6722296735 1 yr libor 45 5 5 11.25 2.25 2.00
6723527328 1 yr libor 45 5 5 10.875 2.25 2.00
6745119781 1 yr libor 45 5 5 11.125 2.25 2.00
6746396396 1 yr libor 45 5 5 10.875 2.25 2.00
6748625842 1 yr libor 45 5 5 11.625 2.25 2.00
6756982812 1 yr libor 45 5 5 10.5 2.25 2.00
6763317168 1 yr libor 45 5 5 10.625 2.25 2.00
6796284518 1 yr libor 45 5 5 10.875 2.25 2.00
6801183358 1 yr libor 45 5 5 11.25 2.25 2.00
6808866997 1 yr libor 45 5 5 11.125 2.25 2.00
6822748981 1 yr libor 45 5 5 11 2.25 2.00
6839630107 1 yr libor 45 5 5 10.875 2.25 2.00
6841022947 1 yr libor 45 5 5 11 2.25 2.00
6846535703 1 yr libor 45 5 5 10.875 2.25 2.00
6862325583 1 yr libor 45 5 5 10.625 2.25 2.00
6910084992 1 yr libor 45 5 5 10.875 2.25 2.00
6921147465 1 yr libor 45 5 5 11 2.25 2.00
6970922941 1 yr libor 45 5 5 11.125 2.25 2.00
6982913102 1 yr libor 45 5 5 10.625 2.25 2.00
6990850924 1 yr libor 45 5 5 11.125 2.25 2.00
6008475060 1 yr libor 45 5 5 11.25 2.25 2.00
6008877521 1 yr libor 45 5 5 11.25 2.25 2.00
6023397760 1 yr libor 45 5 5 11.25 2.25 2.00
6034141132 1 yr libor 45 5 5 10.5 2.25 2.00
6039122038 1 yr libor 45 5 5 10.875 2.25 2.00
6056061580 1 yr libor 45 5 5 11.125 2.25 2.00
6069502422 1 yr libor 45 5 5 10.75 2.25 2.00
6070290082 1 yr libor 45 5 5 10.5 2.25 2.00
6073723865 1 yr libor 45 5 5 11.25 2.25 2.00
6078067904 1 yr libor 45 5 5 11.25 2.25 2.00
6079405269 1 yr libor 45 5 5 10.875 2.25 2.00
6081749076 1 yr libor 45 5 5 10.625 2.25 2.00
6082978450 1 yr libor 45 5 5 10.75 2.25 2.00
6091600590 1 yr libor 45 5 5 11 2.25 2.00
6103183478 1 yr libor 45 5 5 11.375 2.25 2.00
6104344558 1 yr libor 45 5 5 10.375 2.25 2.00
6117672391 1 yr libor 45 5 5 11 2.25 2.00
6132933687 1 yr libor 45 5 5 11.375 2.25 2.00
6141141306 1 yr libor 45 5 5 11.375 2.25 2.00
6147258930 1 yr libor 45 5 5 11.375 2.25 2.00
6156960632 1 yr libor 45 5 5 10.875 2.25 2.00
6165791416 1 yr libor 45 5 5 11 2.25 2.00
6168437827 1 yr libor 45 5 5 11.125 2.25 2.00
6173336667 1 yr libor 45 5 5 11 2.25 2.00
6183372686 1 yr libor 45 5 5 10.75 2.25 2.00
6186216013 1 yr libor 45 5 5 11 2.25 2.00
6194415250 1 yr libor 45 5 5 11.25 2.25 2.00
6198734599 1 yr libor 45 5 5 10.625 2.25 2.00
6200509484 1 yr libor 45 5 5 11.25 2.25 2.00
6211556714 1 yr libor 45 5 5 11 2.25 2.00
6226070339 1 yr libor 45 5 5 11 2.25 2.00
6228389018 1 yr libor 45 5 5 11.25 2.25 2.00
6247000083 1 yr libor 45 5 5 11.25 2.25 2.00
6248235092 1 yr libor 45 5 5 11.125 2.25 2.00
6250452338 1 yr libor 45 5 5 10.75 2.25 2.00
6256471126 1 yr libor 45 5 5 11.25 2.25 2.00
6256743540 1 yr libor 45 5 5 11.5 2.25 2.00
6261165929 1 yr libor 45 5 5 11.25 2.25 2.00
6261320755 1 yr libor 45 5 5 11 2.25 2.00
6261840091 1 yr libor 45 5 5 10.875 2.25 2.00
6268352595 1 yr libor 45 5 5 10.875 2.25 2.00
6269400500 1 yr libor 45 5 5 11 2.25 2.00
6279656042 1 yr libor 45 5 5 10.875 2.25 2.00
6285819303 1 yr libor 45 5 5 11 2.25 2.00
6288020347 1 yr libor 45 5 5 11.125 2.25 2.00
6294199069 1 yr libor 45 5 5 10.75 2.25 2.00
6301141716 1 yr libor 45 5 5 9.875 2.25 2.00
6302359168 1 yr libor 45 5 5 11.125 2.25 2.00
6317621339 1 yr libor 45 5 5 11.25 2.25 2.00
6318969224 1 yr libor 45 5 5 11 2.25 2.00
6323207685 1 yr libor 45 5 5 10.625 2.25 2.00
6326741474 1 yr libor 45 5 5 10.875 2.25 2.00
6333553367 1 yr libor 45 5 5 11.75 2.25 2.00
6345730896 1 yr libor 45 5 5 11.25 2.25 2.00
6352147802 1 yr libor 45 5 5 11.25 2.25 2.00
6355652733 1 yr libor 45 5 5 11.125 2.25 2.00
6367951636 1 yr libor 45 5 5 11.125 2.25 2.00
6374699541 1 yr libor 45 5 5 11 2.25 2.00
6375635247 1 yr libor 45 5 5 11.125 2.25 2.00
6382644232 1 yr libor 45 5 5 11 2.25 2.00
6391228985 1 yr libor 45 5 5 11.625 2.25 2.00
6401769846 1 yr libor 45 5 5 10.875 2.25 2.00
6412049923 1 yr libor 45 5 5 10.875 2.25 2.00
6414188703 1 yr libor 45 5 5 11 2.25 2.00
6433929764 1 yr libor 45 5 5 11.375 2.25 2.00
6435467342 1 yr libor 45 5 5 11 2.25 2.00
6443505711 1 yr libor 45 5 5 11.25 2.25 2.00
6445033308 1 yr libor 45 5 5 11.125 2.25 2.00
6446264373 1 yr libor 45 5 5 10.25 2.25 2.00
6450744427 1 yr libor 45 5 5 11 2.25 2.00
6459239643 1 yr libor 45 5 5 10.625 2.25 2.00
6472292694 1 yr libor 45 5 5 11.125 2.25 2.00
6472832689 1 yr libor 45 5 5 10.75 2.25 2.00
6482603716 1 yr libor 45 5 5 10.875 2.25 2.00
6485191248 1 yr libor 45 5 5 10.875 2.25 2.00
6488018067 1 yr libor 45 5 5 10.875 2.25 2.00
6500722407 1 yr libor 45 5 5 11.5 2.25 2.00
6524104228 1 yr libor 45 5 5 11.375 2.25 2.00
6526581316 1 yr libor 45 5 5 11.25 2.25 2.00
6530235297 1 yr libor 45 5 5 10.875 2.25 2.00
6531437694 1 yr libor 45 5 5 11.125 2.25 2.00
6531473418 1 yr libor 45 5 5 10.875 2.25 2.00
6541855661 1 yr libor 45 5 5 10.875 2.25 2.00
6560247220 1 yr libor 45 5 5 10.875 2.25 2.00
6566746472 1 yr libor 45 5 5 11.125 2.25 2.00
6582464969 1 yr libor 45 5 5 11 2.25 2.00
6586697002 1 yr libor 45 5 5 11.375 2.25 2.00
6589223137 1 yr libor 45 5 5 10.75 2.25 2.00
6591562746 1 yr libor 45 5 5 11.5 2.25 2.00
6595005817 1 yr libor 45 5 5 10.625 2.25 2.00
6596270782 1 yr libor 45 5 5 11.25 2.25 2.00
6603667350 1 yr libor 45 5 5 11.625 2.25 2.00
6604957388 1 yr libor 45 5 5 10.875 2.25 2.00
6614506183 1 yr libor 45 5 5 11 2.25 2.00
6631970354 1 yr libor 45 5 5 11.125 2.25 2.00
6642500679 1 yr libor 45 5 5 11 2.25 2.00
6654206603 1 yr libor 45 5 5 11.25 2.25 2.00
6659938382 1 yr libor 45 5 5 11.375 2.25 2.00
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
[date]
To: Wells Fargo Bank, N.A.
1015 10th Avenue, S.E.
Minneapolis, Minnesota 55414-0031
Attn: Inventory Control
Re: Banc of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 2006-A, issued pursuant
to a Pooling and Servicing Agreement dated January 27,
2006, among Banc of America Mortgage Securities, Inc., as
Depositor, Bank of America, National Association, as
Servicer, and Wells Fargo Bank, N.A., as Trustee
------------------------------------------------------------
In connection with the administration of the Mortgage Loans held by you,
as Custodian, pursuant to the above-captioned Pooling and Servicing Agreement,
we request the release, and hereby acknowledge receipt, of the Mortgage File for
the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
-----
Mortgagor Name, Address & Zip Code:
----------------------------------
Reason for Requesting Documents (check one)
-------------------------------
____ 1. Mortgage Paid in Full
____ 2. Foreclosure
____ 3. Substitution
____ 4. Other Liquidation
____ 5. Nonliquidation Reason: ___________________
By:
--------------------------------------
(authorized signer of Bank of
America, National Association)
Issuer:
-----------------------------------
Address:
----------------------------------
------------------------------------------
Date:
-------------------------------------
Custodian
Wells Fargo Bank, N.A.
Please acknowledge the execution of the above request by your signature and date
below:
---------------------------------- ---------------
Signature Date
Documents returned to Custodian:
----------------------------------- ----------------
Custodian Date
EXHIBIT F
FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT
[Date]
[_______________] hereby certifies that it has established a [__________]
Account pursuant to Section [________] of the Pooling and Servicing Agreement,
dated January 27, 2006, among Banc of America Mortgage Securities, Inc., as
Depositor, Bank of America, National Association, as Servicer, and Wells Fargo
Bank, N.A., as Trustee.
[---------------],
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
EXHIBIT G-1
FORM OF TRANSFEROR CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - BOAMS 2006-A
Re: Banc of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 2006-A, Class ___,
having an initial aggregate Certificate Balance as of
January 27, 2006 of $___________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[______________] (the "Transferor") to [______________] (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated January 27, 2006, among Banc of America Mortgage Securities,
Inc., as Depositor, Bank of America, National Association, as Servicer, and
Wells Fargo Bank, N.A., as Trustee. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Trustee, that:
1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from
any and all claims and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security to any person in any manner, (b) solicited any
offer to buy or accept a transfer, pledge or other disposition of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security from any person in any manner, (c) otherwise
approached or negotiated with respect to any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security with
any person in any manner, (d) made any general solicitation with respect
to any Transferred Certificate, any interest in a Transferred Certificate
or any other similar security by means of general advertising or in any
other manner, or (e) taken any other action with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"1933 Act"), would render the disposition of the Transferred Certificates
a violation of Section 5 of the 1933 Act or any state securities laws, or
would require registration or qualification of the Transferred
Certificates pursuant to the 1933 Act or any state securities laws.
Very truly yours,
------------------------------------------
(Transferor)
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
EXHIBIT G-2A
FORM I OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - BOAMS 2006-A
Re: Banc of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 2006-A, Class ___,
having an initial aggregate Certificate Balance as of
January 27, 2006 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________] (the "Transferor") to [_________________________________] (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated January 27, 2006, among Banc of America
Mortgage Securities, Inc., as Depositor, Bank of America, National Association,
as Servicer, and Wells Fargo Bank, N.A., as Trustee. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Trustee, that:
1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
under the Securities Act of 1933, as amended (the "1933 Act"), and has
completed one of the forms of certification to that effect attached hereto
as Annex 1 and Annex 2. The Transferee is aware that the sale to it is
being made in reliance on Rule 144A. The Transferee is acquiring the
Transferred Certificates for its own account or for the account of another
Qualified Institutional Buyer, and understands that such Transferred
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a Qualified Institutional Buyer that purchases
for its own account or for the account of another Qualified Institutional
Buyer to whom notice is given that the resale, pledge or transfer is being
made in reliance on Rule 144A, or (b) pursuant to another exemption from
registration under the 1933 Act.
2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the nature, performance and servicing of the Mortgage Loans,
(d) the Pooling and Servicing Agreement and the Trust created pursuant
thereto, (e) any credit enhancement mechanism associated with the
Transferred Certificate, and (f) all related matters, that it has
requested.
3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the
Nominee Acknowledgment below.
Very truly yours,
------------------------------------------
(Transferor)
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
Nominee Acknowledgment
----------------------
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
------------------------------------------
(Nominee)
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
ANNEX 1 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to [__________________] (the
"Transferor") and Wells Fargo Bank, N.A., as Trustee, with respect to the
mortgage pass-through certificates (the "Transferred Certificates") described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").
2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.
--------------------------
(1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.
___ Corporation, etc. The Transferee is a corporation (other than a
bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986.
___ Bank. The Transferee (a) is a national bank or a banking institution
organized under the laws of any state, U.S. territory or the
District of Columbia, the business of which is substantially
confined to banking and is supervised by the state or territorial
banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not
more than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. bank, and not more than 18 months
preceding such date of sale in the case of a foreign bank or
equivalent institution.
___ Savings and Loan. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised
and examined by a state or federal authority having supervision over
any such institutions, or is a foreign savings and loan association
or equivalent institute and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not
more than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. savings and loan association, and
not more than 18 months preceding such date of sale in the case of a
foreign savings and loan association or equivalent institution.
___ Broker-dealer. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
___ Insurance Company. The Transferee is an insurance company whose
primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a state, U.S.
territory or the District of Columbia.
___ State or Local Plan. The Transferee is a plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of the state or its political subdivisions, for the
benefit of its employees.
___ ERISA Plan. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of
1974.
___ Investment Advisor. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under subsection
(a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex 1.)
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the
Yes No Transferred Certificates only for the
Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.
------------------------------------------
Print Name of Transferee
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
Date:
-------------------------------------
ANNEX 2 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [_________________] (the
"Transferor") and Wells Fargo Bank, N.A., as Trustee, with respect to the
mortgage pass-through certificates (the "Transferred Certificates") described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.
____ The Transferee owned and/or invested on a discretionary basis
$____________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
____ The Transferee is part of a Family of Investment Companies which
owned in the aggregate $__________________ in securities (other than
the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the
Yes No Transferred Certificates only for the
Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
------------------------------------------
Print Name of Transferee or Adviser
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
IF AN ADVISER:
------------------------------------------
Print Name of Transferee
By:
---------------------------------------
Date:
-------------------------------------
EXHIBIT G-2B
FORM II OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - BOAMS 2006-A
Re: Banc of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 2006-A, Class ___,
having an initial aggregate Certificate Principal
Balance as of January 27, 2006 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[_________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
January 27, 2006, among Banc of America Mortgage Securities, Inc., as Depositor,
Bank of America, National Association, as Servicer, and Wells Fargo Bank, N.A.,
as Trustee. All capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to you, as Trustee,
that:
1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "1933 Act"), or
any applicable state securities laws.
2. Transferee understands that (a) the Transferred Certificates have not
been and will not be registered under the 1933 Act or registered or qualified
under any applicable state securities laws, (b) neither the Depositor nor the
Trustee is obligated so to register or qualify the Transferred Certificates and
(c) neither the Transferred Certificates nor any security issued in exchange
therefor or in lieu thereof may be resold or transferred unless such resale or
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
laws, in which case (i) unless the transfer is made in reliance on Rule 144A
under the 1933 Act, the Trustee or the Depositor may require a written Opinion
of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Trustee and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act and such laws or is being
made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not
be an expense of the Trustee or the Depositor and (ii) the Trustee shall require
a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit G-1 and a certificate from such Certificateholder's prospective
transferee substantially in the form attached to the Pooling and Servicing
Agreement either as Exhibit G-2A or as Exhibit G-2B, which certificates shall
not be an expense of the Trustee or the Depositor; provided that the foregoing
requirements under clauses (i) and (ii) shall not apply to a transfer of a
Private Certificate between or among the Depositor, the Seller, their affiliates
or both.
3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates, any security issued in exchange therefor or in
lieu thereof or any interest in the foregoing except in compliance with the
provisions of Section 6.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT
AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING
AGREEMENT REFERENCED HEREIN.
4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security with any person in any manner, (d) made any general solicitation by
means of general advertising or in any other manner, or (e) taken any other
action, that (in the case of any of the acts described in clauses (a) through
(e) above) would constitute a distribution of the Transferred Certificates under
the 1933 Act, would render the disposition of the Transferred Certificates a
violation of Section 5 of the 1933 Act or any state securities law or would
require registration or qualification of the Transferred Certificates pursuant
thereto. The Transferee will not act, nor has it authorized nor will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to the Transferred Certificates, any interest in the Transferred
Certificates or any other similar security.
5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans., (d) the Pooling and
Servicing Agreement and the Trust created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.
6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.
7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
------------------------------------------
(Transferee)
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
Date:
-------------------------------------
Nominee Acknowledgment
----------------------
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
------------------------------------------
(Nominee)
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
EXHIBIT H
FORM OF TRANSFEREE REPRESENTATION LETTER
FOR ERISA-RESTRICTED CERTIFICATES
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - BOAMS 2006-A
Re: Banc of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 2006-A, Class ___,
having an initial aggregate Certificate Principal
Balance as of January 27, 2006 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_____________________] (the "Transferor") to [________________________________]
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 6.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated January 27, 2006, among Banc of
America Mortgage Securities, Inc., as Depositor, Bank of America, National
Association, as Servicer, and Wells Fargo Bank, N.A., as Trustee. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as
Trustee, either that:
(a) it is not, and is not acting on behalf of, an employee benefit plan or
arrangement, including an individual retirement account, subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the Internal
Revenue Code of 1986, as amended (the "Code"), or any federal, state or local
law ("Similar Law") which is similar to ERISA or the Code (collectively, a
"Plan"), and it is not using the assets of any such Plan to effect the purchase
of the Transferred Certificates; or
(b) With respect to the Class B-4, Class B-5 and Class B-6 Certificates
only, it is an insurance company and the source of funds used to purchase the
Transferred Certificates is an "insurance company general account" (as defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"),
60 Fed. Reg. 35925 (July 12, 1995)), there is no Plan with respect to which the
amount of such general account's reserves and liabilities for the contract(s)
held by or on behalf of such Plan and all other Plans maintained by the same
employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by
the same employee organization exceeds 10% of the total of all reserves and
liabilities of such general account (as such amounts are determined under
Section I(a) of PTE 95-60) at the date of acquisition and all Plans that have an
interest in such general account are Plans to which PTE 95-60 applies.
Capitalized terms used in and not otherwise defined herein shall have the
meaning assigned to them in the Pooling and Servicing Agreement.
Very truly yours,
------------------------------------------
(Transferee)
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
Date:
-------------------------------------
EXHIBIT I
FORM OF AFFIDAVIT REGARDING TRANSFER OF
RESIDUAL CERTIFICATE PURSUANT TO SECTION 6.02
Banc of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates,
Series 2006-A
STATE OF )
) ss:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of _______________________________, the
proposed transferee (the "Transferee") of the Class 1-A-R Certificate (the
"Residual Certificate") issued pursuant to the Pooling and Servicing Agreement,
dated January 27, 2006, (the "Agreement"), relating to the above-referenced
Series, by and among Banc of America Mortgage Securities, Inc., as depositor
(the "Depositor"), Bank of America, National Association, as servicer, and Wells
Fargo Bank, N.A., as trustee. Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Agreement. The Transferee
has authorized the undersigned to make this affidavit on behalf of the
Transferee.
2. The Transferee is, as of the date hereof, and will be, as of the date
of the transfer, a Permitted Transferee. The Transferee is acquiring the
Residual Certificate either (i) for its own account or (ii) as nominee, trustee
or agent for another Person who is a Permitted Transferee and has attached
hereto an affidavit from such Person in substantially the same form as this
affidavit. The Transferee has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on Transfers of the Residual Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
transfer, such Person does not have actual knowledge that the affidavit is
false.
4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass-through entity a Person that is not a Permitted
Transferee is the record Holder of an interest in such entity. The Transferee
understands that, other than in the case of an "electing large partnership"
under Section 775 of the Code, such tax will not be imposed for any period with
respect to which the record Holder furnishes to the pass-through entity an
affidavit that such record Holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)
5. The Transferee has reviewed the provisions of Section 6.02 of the
Agreement and understands the legal consequences of the acquisition of the
Residual Certificate including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding the transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 6.02 of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the transfer
to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a transfer affidavit in the form of
this Affidavit from any Person to whom the Transferee attempts to transfer the
Residual Certificate, and in connection with any transfer by a Person for whom
the Transferee is acting as nominee, trustee or agent, and the Transferee will
not transfer the Residual Certificate or cause the Residual Certificate to be
transferred to any Person that the Transferee knows is not a Permitted
Transferee.
7. The Transferee historically has paid its debts as they have become due.
8. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the Residual
Certificate.
9. The taxpayer identification number of the Transferee's nominee is
___________.
10. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).
11. The Transferee is aware that the Residual Certificate may be a
"noneconomic residual interest" within the meaning of Treasury Regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.
12. The Transferee will not cause income from the Residual Certificate to
be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other
person.
13. If the Transferee is purchasing the Residual Certificate in a transfer
intended to meet the safe harbor provisions of Treasury Regulations Sections
1.860E-1(c), the Transferee has executed and attached Attachment A hereto.
14. The Transferee is not an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code or any
federal, state or local law which is similar to ERISA or the Code, and the
Transferee is not acting on behalf of such a plan or arrangement.
* * *
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by
its duly authorized officer this _____ day of ________________, ____.
Print Name of Transferee
By:
---------------------------------------
Name:
Title:
Personally appeared before me the above-named
______________________________, known or proved to me to be the same person who
executed the foregoing instrument and to be the _______________________ of the
Transferee, and acknowledged that he executed the same as his free act and deed
and the free act and deed of the Transferee.
Subscribed and sworn before me this _____ day of _______________________,
____
NOTARY PUBLIC
My Commission expires the ____ day of
______________, ____
ATTACHMENT A
to
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, AND FOR NON-ERISA INVESTORS
Check the appropriate box:
The consideration paid to the Transferee to acquire the Residual
Certificate equals or exceeds the excess of (a) the present value of the
anticipated tax liabilities over (b) the present value of the anticipated
savings associated with holding such Residual Certificate, in each case
calculated in accordance with U.S. Treasury Regulations Sections
1.860E-1(c)(7) and (8), computing present values using a discount rate
equal to the short-term Federal rate prescribed by Section 1274(d) of the
Code and the compounding period used by the Transferee.
OR
The transfer of the Residual Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:
(i) the Transferee is an "eligible corporation," as defined in U.S.
Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
from Residual Certificate will only be taxed in the United States;
(ii) at the time of the transfer, and at the close of the Transferee's
two fiscal years preceding the year of the transfer, the Transferee
had gross assets for financial reporting purposes (excluding any
obligation of a person related to the Transferee within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess
of $100 million and net assets in excess of $10 million;
(iii) the Transferee will transfer the Residual Certificate only to
another "eligible corporation," as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that
satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;
(iv) the Transferee has determined the consideration paid to it to
acquire the Residual Certificate based on reasonable market
assumptions (including, but not limited to, borrowing and investment
rates, prepayment and loss assumptions, expense and reinvestment
assumptions, tax rates and other factors specific to the Transferee)
that it has determined in good faith; and
(v) in the event of any transfer of the Residual Certificate by the
Transferee, the Transferee will require its transferee to complete a
representation in the form of this Attachment A as a condition of
such transferee's purchase of the Residual Certificate.
EXHIBIT J
CONTENTS OF SERVICING FILE
1. Copies of Mortgage Loans Documents.
2. Residential loan application.
3. Mortgage Loan closing statement.
4. Verification of employment and income, if required.
5. Verification of acceptable evidence of source and amount of downpayment.
6. Credit report on Mortgagor, in a form acceptable to either Fannie Mae or
Freddie Mac.
7. Residential appraisal report.
8. Photograph of the Mortgaged Property.
9. Survey of the Mortgaged Property, unless a survey is not required by the
title insurer.
10. Copy of each instrument necessary to complete identification of any
exception set forth in the exception schedule in the title policy, i.e.,
map or plat, restrictions, easements, home owner association declarations,
etc.
11. Copies of all required disclosure statements.
12. If applicable, termite report, structural engineer's report, water
potability and septic certification.
13. Sales Contract, if applicable.
14. The Primary Insurance Policy or certificate of insurance or an electronic
notation of the existence of such policy, where required pursuant to the
Agreement.
15. Evidence of electronic notation of the hazard insurance policy, and if
required by law, evidence of the flood insurance policy.
EXHIBIT K
FORM OF SPECIAL SERVICING AGREEMENT
This Special Servicing Agreement (the "Agreement") is made and
entered into as of ___________________, between Bank of America, National
Association (the "Servicer") and ___________________ (the "Loss Mitigation
Advisor").
PRELIMINARY STATEMENT
_________________ (the "Purchaser") is the holder of the entire interest
in Banc of America Mortgage Securities, Inc.; Mortgage Pass-Through
Certificates, Series ______, Class ____ (the "Subordinate Certificates"). The
Subordinate Certificates were issued pursuant to a Pooling and Servicing
Agreement dated ___________________among Banc of America Mortgage Securities,
Inc., as depositor (the "Depositor"), the Servicer, and Wells Fargo Bank, N.A.,
as Trustee.
The Purchaser has requested the Servicer to engage the Loss
Mitigation Advisor, at the Purchaser's expense, to assist the Servicer with
respect to default management and reporting situations for the benefit of the
Purchaser.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Servicer hereby
engages the Loss Mitigation Advisor to provide advice in connection with default
management and reporting situations with respect to defaulted loans, including
providing to the Servicer recommendations with respect to foreclosures, the
acceptance of so-called short payoffs, deeds in lieu of or in aid of foreclosure
and deficiency notes, as well as with respect to the sale of REO properties. The
Loss Mitigation Advisor hereby accepts such engagement, and acknowledges that
its fees will be paid by the Purchaser and not the Servicer, and that it will
not look to the Servicer for financial remuneration. It is the intent of the
parties to this Agreement that the services of the Loss Mitigation Advisor are
provided without fee to the Servicer for the benefit of the Purchaser for the
life of the Subordinate Certificates.
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Commencement of Foreclosure: The first official action required
under local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, the posting, publishing, filing or
delivery of a notice of sale.
Delay of Foreclosure: The postponement for more than three Business
Days of the scheduled sale of Mortgaged Property to obtain satisfaction of a
Mortgage Loan.
Loss Mitigation Advisor: ______________.
Purchaser: _______________________, or the holder of record of the
Subordinate Certificates.
Short Payoff: Liquidation of a Mortgage Loan at less than the full
amount of the outstanding balance of the Mortgage Loan plus advances and costs
through a negotiated settlement with the borrower, which may include a
deed-in-lieu of foreclosure or sale of the property or of the promissory note
secured by the collateral property to a third party, in either case with or
without a contribution toward any resulting deficiency by the borrower.
Section 1.02. Definitions Incorporated by Reference.
All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreements.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01. Reports and Notices.
(a) In connection with the performance of its duties under the
Pooling and Servicing Agreement relating to the realization upon defaulted
Mortgage Loans, the Servicer shall use reasonable efforts to provide to
the Loss Mitigation Advisor with the following notices and reports. All
such notices and reports may be sent to the Loss Mitigation Advisor by
telecopier, electronic mail, express mail or regular mail.
(i) The Servicer shall within five Business Days after each
Distribution Date either: (A) provide to the Loss Mitigation Advisor a
written or electronic report, using the same methodology and calculations
as in its standard servicing reports, indicating for the trust fund formed
by the Pooling and Servicing Agreement, the number of Mortgage Loans that
are (1) sixty days delinquent, (2) ninety days or more delinquent, (3) in
foreclosure or (4) real estate owned (REO), and indicating for each such
Mortgage Loan the loan number, whether the loan is in bankruptcy or paying
under the terms of a repayment plan, the reason for default, and
outstanding principal balance; or (B) provide the information detailed in
(A) to a data service provider of the Loss Mitigation Advisor's choice in
an electronic format acceptable to that data service provider. Provision
of the information to a service provider other than that specified by the
Loss Mitigation Advisor is acceptable.
(ii) Prior to a Delay of Foreclosure in connection with any Mortgage
Loan, the Servicer shall provide the Loss Mitigation Advisor with a notice
of such proposed and imminent delay, stating the loan number, the
aggregate amount owing under the Mortgage Loan, and the reason and
justification for delaying foreclosure action. All notices and supporting
documentation pursuant to this subsection may be provided via telecopier,
express mail or electronic mail.
(iii) Prior to accepting any Short Payoff in connection with any
Mortgage Loan, the Servicer shall provide the Loss Mitigation Advisor with
a notice of such proposed and imminent Short Payoff, stating the loan
number, the aggregate amount owing under the Mortgage Loan, and the
justification for accepting the proposed Short Payoff. Such notice may be
sent by telecopier, express mail, electronic mail or regular mail.
(iv) Within five (5) business days of each Distribution Date, the
Servicer shall provide the Loss Mitigation Advisor with a report listing
each loan that has resulted in a realized loss that has been reported to
the trustee. Such report shall specify the loan number, the outstanding
principal balance of the loan upon its liquidation, the realized loss, and
the following components of realized loss: foreclosure costs, advances,
mortgage insurance proceeds, marketing and property rehabilitation costs,
and other costs. Such report may be provided by telecopier, express mail,
regular mail or electronic mail. The Loss Mitigation Advisor shall have at
least ten (10) business days in which to respond with reasonable questions
or requests for additional information regarding the amounts reported as
realized losses, and the Servicer shall within five (5) business days of
receipt of the Loss Mitigation Advisor's questions or additional
information requests provide responses to such questions and requests.
(v) Within five (5) business days of receipt by the Servicer of an
offer to acquire an REO property at an amount that is more than 15% below
the most recent market valuation of that property obtained by the Servicer
(or if no such valuation has been obtained, the appraisal used in
connection with the originating of the related Mortgage Loan), the
Servicer shall notify the Loss Mitigation Advisor of such offer and shall
provide a justification for accepting such offer, if that is the
Servicer's recommendation.
(vi) Within five (5) business days of receipt by the Servicer that a
claim filed for mortgage insurance, or any part thereof, has been rejected
by the mortgage insurance provider, the Servicer shall provide a copy of
the rejected claim with explanations for the item or items rejected to the
Loss Mitigation Advisor.
(vii) Within five (5) business days of providing the trustee with
any notice regarding a mortgage loan substitution, loan modification, or
loan repurchase, the Servicer shall provide the Loss Mitigation Advisor
with a copy of the notice.
(b) If requested by the Loss Mitigation Advisor, the Servicer shall
make its servicing personnel available during its normal business hours to
respond to reasonable inquiries, in writing by facsimile transmission,
express mail or electronic mail, by the Loss Mitigation Advisor in
connection with any Mortgage Loan identified in a report under subsection
2.01 (a)(i), (a)(ii), (a)(iii) or (a)(iv) which has been given to the Loss
Mitigation Advisor; provided that the Servicer shall only be required to
provide information that is readily accessible to their servicing
personnel.
(c) In addition to the foregoing, the Servicer shall provide to the
Loss Mitigation Advisor such information as the Loss Mitigation Advisor
may reasonably request concerning each Mortgage Loan that is at least
sixty days delinquent and each Mortgage Loan which has become real estate
owned, provided that the Servicer shall only be required to provide
information that is readily accessible to its servicing personnel.
(d) With respect to all Mortgage Loans which are serviced at any
time by the Servicer through a subservicer, the Servicer shall be entitled
to rely for all purposes hereunder, including for purposes of fulfilling
its reporting obligations under this Section 2.01, on the accuracy and
completeness of any information provided to it by the applicable
subservicer.
Section 2.02. Loss Mitigation Advisor's Recommendations With Respect
to Defaulted Loans.
(a) All parties to this Agreement acknowledge that the Loss
Mitigation Advisor's advice is made in the form of recommendations, and that the
Loss Mitigation Advisor does not have the right to direct the Servicer in
performing its duties under the Pooling and Servicing Agreement. The Servicer
may, after review and analysis of the Loss Mitigation Advisor's recommendation,
accept or reject it, in the Servicer's sole discretion, subject to the standards
of the Servicer to protect the interest of the Certificateholders set forth in
the Pooling and Servicing Agreement.
(b) Within two (2) business days of receipt of a notice of a
foreclosure delay, the Loss Mitigation Advisor shall provide the Servicer with a
recommendation regarding the delay, provided, however, that if additional
information is required on which to base a recommendation, the Loss Mitigation
Advisor shall notify the Servicer of the additional information needed within
the allotted time, and the Servicer shall promptly provide such information and
the Loss Mitigation Advisor shall then submit to the Servicer its
recommendation. The Loss Mitigation Advisor may recommend that additional
procedures be undertaken to further analyze the property, the borrower, or
issues related to the default or foreclosure. Such additional procedures may
include asset searches, property valuations, legal analysis or other procedures
that are warranted by the circumstances of the property, borrower or
foreclosure. The Loss Mitigation Advisor may recommend such other actions as are
warranted by the circumstances of the property, borrower or foreclosure.
(c) Within two (2) business days of receipt of a notice of a
proposed Short Payoff, the Loss Mitigation Advisor shall provide the Servicer
with a recommendation regarding the proposed Short Payoff, provided, however,
that if additional information is required on which to base a recommendation,
the Loss Mitigation Advisor shall notify the Servicer of the additional
information needed within two business days, and the Servicer shall promptly
provide such information and the Loss Mitigation Advisor shall then submit to
the Servicer its recommendation. The Loss Mitigation Advisor's recommendation
may take the form of concurring with the proposed Short Payoff, recommending
against such Short Payoff, with a justification provided, or proposing a
counteroffer.
(d) Within two (2) business days of receipt of a notice of an REO
sale at an amount that is more than 15% below the recent market valuation of
that property, the Loss Mitigation Advisor shall provide the Servicer with its
recommendation. The Loss Mitigation Advisor's recommendation may take the form
of concurring with the proposed below-market sale, recommending against such
below-market sale, or proposing a counteroffer.
Section 2.03. Termination.
(a) With respect to all Mortgage Loans included in a trust fund, the
Servicer's obligations under Section 2.01 and Section 2.02 shall terminate at
such time as the Certificate Principal Balances of the related Subordinate
Certificates have been reduced to zero.
(b) The Loss Mitigation Advisor's responsibilities under this
Agreement shall terminate upon the termination of the fee agreement between the
Purchaser or its successor and the Loss Mitigation Advisor. The Loss Mitigation
Advisor shall promptly notify the Servicer of the date of termination of such
fee agreement, but in no event later than 5:00 P.M., EST, on the effective date
thereof.
(c) Neither the Servicer nor any of its directors, officers,
employees or agents shall be under any liability for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Servicer or any such Person against any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Servicer and the Loss Mitigation Advisor
and any director, officer, employee or agent thereof may rely in good faith on
any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. Neither the Loss Mitigation
Advisor, its directors, officers, employees or agents shall be under any
liability for any actions taken by the Servicer based upon the recommendation
pursuant to this Agreement, provided they are made in good faith.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01. Amendment.
This Agreement may be amended from time to time by the Servicer and
the Loss Mitigation Advisor by written agreement signed by the Servicer and the
Loss Mitigation Advisor.
Section 3.02. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 3.03. Governing Law.
This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 3.04. Notices.
All demands, notices and direction hereunder shall be in writing or
by telecopier and shall be deemed effective upon receipt to:
(a) in the case of the Servicer,
Bank of America, National Association
101 South Tryon Street
Charlotte, North Carolina 28255
Attn: Secondary Marketing with a copy to the General Counsel
or such other address as may hereafter be furnished in writing by the Servicer,
(b) in the case of the Loss Mitigation Advisor,
-----------------------
(c) in the case of the Purchaser:
-----------------------
Section 3.05. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 3.06. Successors and Assigns.
(a) The provisions of this Agreement shall be binding upon and inure
to the benefit of the respective successors and assigns of the parties hereto,
and all such provisions shall inure to the benefit of the Certificateholders.
(b) The Servicer shall notify the Loss Mitigation Advisor of the
assignment of its duties to any successor servicer within thirty (30) days prior
to such assignment, and shall provide the name, address, telephone number and
telecopier number for the successor to the Loss Mitigation Advisor.
Section 3.07. Article and Section Headings.
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 3.08. Confidentiality.
The Servicer acknowledges the confidentiality of this Agreement and
will not release or republish its contents without the consent of the Loss
Mitigation Advisor except to the extent required by law, regulation or court
order.
The Loss Mitigation Advisor agrees that all information supplied by
or on behalf of the Servicer under this Agreement, is the property of the
Servicer. The Loss Mitigation Advisor shall keep in strictest confidence all
information relating to this Agreement, including, without limitation,
individual account information and other information supplied by or on behalf of
the Servicer pursuant to Section 2.01, and that information which may be
acquired in connection with or as a result of this Agreement. During the term of
this Agreement and at any time thereafter, without the prior written consent of
the Servicer, the Loss Mitigation Advisor shall not publish, communicate,
divulge, disclose or use any of such information. Upon termination or expiration
of this Agreement, the Loss Mitigation Advisor shall deliver all records, data,
information, and other documents and all copies thereof supplied by or on behalf
of the Servicer pursuant to Section 2.01 to the Servicer and such shall remain
the property of the Servicer.
Section 3.09. Independent Contractor.
In all matters relating to this Agreement, the Loss Mitigation
Advisor shall be acting as an independent contractor. Neither the Loss
Mitigation Advisor nor any employees of the Loss Mitigation Advisor are
employees or agents of the Servicer under the meaning or application of any
Federal or State Unemployment or Insurance Laws or Workmen's Compensation Laws,
or otherwise. The Loss Mitigation Advisor shall assume all liabilities or
obligations imposed by any one or more of such laws with respect to the
employees of the Loss Mitigation Advisor in the performance of this Agreement.
The Loss Mitigation Advisor shall not have any authority to assume or create any
obligation, express or implied, on behalf of the Servicer, and the Loss
Mitigation Advisor shall not have the authority to represent itself as an agent,
employee, or in any other capacity of the Servicer.
IN WITNESS WHEREOF, the Servicer and the Loss Mitigation Advisor
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
Bank of America, National
Association
By:_________________________________
Name:______________________________
Title:________________________________
Loss Mitigation Advisor
_______________________
By:_________________________________
Name:
Title:
PURCHASER'S ACKNOWLEDGEMENT AND AGREEMENT
Purchaser executes this agreement for the purpose of acknowledging the limited
obligations of the Servicer in respect of the Loss Mitigation Advisor's
recommendation, as described in Section 2.02(a) hereof and confirming to the
Servicer that (i) it shall be solely responsible for the payment of the fees of
the Loss Mitigation Advisor pursuant to the terms of an agreement between
Purchaser and Loss Mitigation Advisor dated _____________, 20__ and (ii)
Purchaser upon transfer of its interest in any of the Subordinate Certificates
or any part thereof will require its successor to consent to this Special
Servicing Agreement and to pay any of the fees due to the Loss Mitigation
Advisor pursuant to the agreement referenced in clause (i) above.
Purchaser
By:________________________________
Name:______________________________
Title:_______________________________
EXHIBIT L
LIST OF RECORDATION STATES
Florida
Maryland
EXHIBIT M
FORM OF INITIAL CERTIFICATION OF THE TRUSTEE
January 27, 2006
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attn: BOAMS 2006-A
Banc of America Mortgage Securities, Inc.
Secondary Marketing
214 North Tryon Street, 5th Floor
Charlotte, North Carolina 28255
NC1-027-22-02
Attn: Jerald Jubulis
Bank of America, National Association
Secondary Marketing
214 North Tryon Street, 5th Floor
Charlotte, North Carolina 28255
NC1-022-0510
Attn: Jerald Jubulis
Re: Banc of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 2006-A, issued pursuant
to a Pooling and Servicing Agreement dated January 27,
2006, among Banc of America Mortgage Securities, Inc., as
Depositor, Bank of America, National Association, as
Servicer, and Wells Fargo Bank, N.A., as Trustee
------------------------------------------------------------
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as Trustee, hereby certifies that, except as specified in any list
of exceptions attached hereto, either (i) it has received the original Mortgage
Note relating to each of the Mortgage Loans listed on the Mortgage Loan Schedule
or (ii) if such original Mortgage Note has been lost, a copy of such original
Mortgage Note, together with a lost note affidavit.
The Trustee has made no independent examination of any documents contained
in each Mortgage File beyond the review specifically required in the Pooling and
Servicing Agreement in connection with this Initial Certification. The Trustee
makes no representations as to: (i) the validity, legality, sufficiency,
enforceability, recordability or genuineness of any of the documents contained
in each Mortgage File or any of the Mortgage Loans identified in the Mortgage
Loan Schedule or (ii) the collectibility, insurability, effectiveness or
suitability of any such Mortgage Loan.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
WELLS FARGO BANK, N.A.,
as Trustee
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
EXHIBIT N
FORM OF FINAL CERTIFICATION OF THE TRUSTEE
[__________ __, ____]
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attn: BOAMS 2006-A
Banc of America Mortgage Securities, Inc.
Secondary Marketing
214 North Tryon Street, 5th Floor
Charlotte, North Carolina 28255
NC1-027-22-02
Attn: Jerald Jubulis
Bank of America, National Association
Secondary Marketing
214 North Tryon Street, 5th Floor
Charlotte, North Carolina 28255
NC1-022-0510
Attn: Jerald Jubulis
Re: Banc of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 2006-A, issued pursuant
to a Pooling and Servicing Agreement dated January 27,
2006, among Banc of America Mortgage Securities, Inc., as
Depositor, Bank of America, National Association, as
Servicer, and Wells Fargo Bank, N.A., as Trustee
------------------------------------------------------------
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed
in the Mortgage Loan Schedule, except as may be specified in any list of
exceptions attached hereto, such Mortgage File contains all of the items
required to be delivered pursuant to Section 2.01(b) of the Pooling and
Servicing Agreement.
The Trustee has made no independent examination of any documents contained
in each Mortgage File beyond the review specifically required in the Pooling and
Servicing Agreement in connection with this Final Certification. The Trustee
makes no representations as to: (i) the validity, legality, sufficiency,
enforceability, recordability or genuineness of any of the documents contained
in each Mortgage File or any of the Mortgage Loans identified in the Mortgage
Loan Schedule or (ii) the collectibility, insurability, effectiveness or
suitability of any such Mortgage Loan.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
WELLS FARGO BANK, N.A.,
as Trustee
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
EXHIBIT O
Form of Sarbanes-Oxley Certification
Banc of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates,
Series 2006-A
I, [________], a [_____________] of Bank of America, National Association
(the "Servicer"), certify that:
1. I have reviewed this report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on
Form 10-K of the Banc of America Mortgage 2006-A Trust (the "Exchange Act
Periodic Reports");
2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a
whole, do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered
by this report is included in the Exchange Act Periodic Reports;
4. I am responsible for reviewing the activities performed by the Servicer
and based upon my knowledge and the compliance review conducted in
preparing the servicer compliance statement required in this report under
Item 1123 of Regulation AB, and except as disclosed in the Exchange Act
Periodic Reports, the Servicer has fulfilled its obligations under the
pooling and servicing agreement, dated January 27, 2006, among Banc of
America Mortgage Securities, Inc., as depositor, Wells Fargo Bank, N.A.,
as trustee, and the Servicer; and
5. All of the reports on assessment of compliance with the servicing criteria
for asset-backed securities and their related attestation reports on
assessment of compliance with servicing criteria for asset-backed
securities required to be included in this report in accordance with Item
1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in
this report. Any material instances of noncompliance described in such
reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated party: Wells Fargo
Bank, N.A.
[_________], 20
By:
-------------------------------------
Name:
Title:
EXHIBIT P
Form of Certification to be Provided by the Trustee to the Servicer
Banc of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates,
Series 2006-A
Re: Banc of America Mortgage 2006-A Trust (the "Trust"),
Mortgage Pass-Through Certificates, Series 2006-A, issued
pursuant to a Pooling and Servicing Agreement dated January
27, 2006 (the "Pooling Agreement"), among Banc of America
Mortgage Securities, Inc., as Depositor, Bank of America,
National Association, as Servicer, and Wells Fargo Bank,
N.A., as Trustee
------------------------------------------------------------
The Trustee hereby certifies to the Servicer and its officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:
1. I have reviewed the annual report on Form 10 K for the fiscal year [___]
(the "Annual Report"), and all reports on Form 10 D required to be filed
in respect of period covered by the Annual Report (collectively with the
Annual Report, the "Reports"), of the Trust;
2. To my knowledge, the Reports, taken as a whole, do not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
the Annual Report;
3. To my knowledge, the distribution information required to be provided by
the Trustee under the Pooling Agreement for inclusion in the Reports is
included in the Reports;
4. I am responsible for reviewing the activities performed by the Trustee
under the Pooling and Servicing Agreement, and based on my knowledge and
the compliance review conducted in preparing the compliance statement of
the Trustee required in the Annual Report under Item 1123 of Regulation
AB, and except as disclosed in the Reports, the Trustee has fulfilled its
obligations under the Pooling Agreement in all material respects; and
5. The report on assessment of compliance with servicing criteria for
asset-backed securities of the Trustee and its related attestation report
on assessment of compliance with servicing criteria required to be
included in the Annual Report in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18 has been included as an
exhibit to the Annual Report. Any material instances of non-compliance are
described in such report and have been disclosed in the Annual Report.
WELLS FARGO BANK, N.A.
as Trustee
By:
-------------------------------------
Name:
Title:
EXHIBIT Q
Servicing Criteria to be Addressed in Assessment of Compliance
------------------------------------------------------------------------------------------ ----------------------
APPLICABLE SERVICING
SERVICING CRITERIA CRITERIA
-------------------- --------------------------------------------------------------------- ----------- ----------
Reference Criteria Servicer Trustee
-------------------- --------------------------------------------------------------------- ----------- ----------
-------------------- --------------------------------------------------------------------- ----------- ----------
General Servicing Considerations
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance X X
or other triggers and events of default in accordance with the
transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Cash Collection and Administration
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to X X
an investor are made only by authorized personnel.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with X X
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(2)(v) Each custodial account is maintained at a federally insured X X
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X X
access.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X X
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Investor Remittances and Reporting
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(3)(i) Reports to investors, including those to be filed with the X
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of X
1122(d)(3)(iii) days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
1122(d)(3)(iv) statements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Pool Asset Administration
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required X X
by the transaction agreements or related mortgage loan documents.
-------------------- --------------------------------------------------------------------- ----------- ----------
Mortgage loan and related documents are safeguarded as required by X X
1122(d)(4)(ii) the transaction agreements
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal
balance.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the X
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans X
with variable rates are computed based on the related mortgage loan
documents.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance X
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be X
made on behalf of an obligor are paid from the Servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
-------------------- --------------------------------------------------------------------- ----------- ----------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the Servicer,
or such other number of days specified in the transaction X
1122(d)(4)(xiii) agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X X
recognized and recorded in accordance with the transaction
agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
[BANK OF AMERICA, NATIONAL ASSOCIATION] [WELLS FARGO BANK, N.A.]
Date: _________________________
By:
Name: ________________________________
Title: ________________________________
EXHIBIT R-1
ADDITIONAL FORM 10-D INFORMATION
----------------------------------------------------------- ----------------------------------------------------------
Item on Form 10-D Party Responsible
----------------------------------------------------------- ----------------------------------------------------------
Item 1: Distribution and Pool Performance Servicer
Information Trustee
Any information required by Item 1121 of Regulation
AB which is not included on the Distribution
Date Statement
----------------------------------------------------------- ----------------------------------------------------------
Item 2: Legal Proceedings (i) All parties to the Agreement (as to themselves),
(ii) the Trustee and Servicer as to the Trust, (iii) the
per Item 1117 of Regulation AB Depositor as to the Sponsor or any Regulation AB Item
1100(d)(1) party
----------------------------------------------------------- ----------------------------------------------------------
Item 3: Sale of Securities and Use of Proceeds Depositor
----------------------------------------------------------- ----------------------------------------------------------
Item 4: Defaults Upon Senior Securities Trustee
----------------------------------------------------------- ----------------------------------------------------------
Item 5: Submission of Matters to a Vote of Trustee
Security Holders
----------------------------------------------------------- ----------------------------------------------------------
Item 6: Significant Obligors of Pool Assets N/A
----------------------------------------------------------- ----------------------------------------------------------
Item 7: Significant Enhancement Provider N/A
Information
----------------------------------------------------------- ----------------------------------------------------------
Item 8: Other Information Any party to the Agreement responsible for disclosure
items on Form 8-K
----------------------------------------------------------- ----------------------------------------------------------
Depositor
Item 9: Exhibits Trustee
----------------------------------------------------------- ----------------------------------------------------------
EXHIBIT R-2
ADDITIONAL FORM 10-K INFORMATION
------------------------------------------------------- -------------------------------------------------------------
Item on Form 10-K Party Responsible
------------------------------------------------------- -------------------------------------------------------------
------------------------------------------------------- -------------------------------------------------------------
Item 9B: Other Information Any party to the Agreement responsible for disclosure items
on Form 8-K
------------------------------------------------------- -------------------------------------------------------------
Item 15: Exhibits, Financial Statement Trustee
Schedules Depositor
------------------------------------------------------- -------------------------------------------------------------
Additional Item: (i) All parties to the Agreement (as to themselves), (ii)
the Trustee and Servicer as to the Trust, (iii) the
Disclosure per Item 1117 of Regulation AB Depositor as to the Sponsor or any Regulation AB Item
1100(d)(1) party
------------------------------------------------------- -------------------------------------------------------------
Additional Item: (i) All parties to the Agreement as to themselves and (ii)
Disclosure per Item 1119 of Regulation AB the Depositor as to the Sponsor
------------------------------------------------------- -------------------------------------------------------------
Additional Item: N/A
Disclosure per Item 1112(b) of Regulation AB
------------------------------------------------------- -------------------------------------------------------------
Additional Item: N/A
Disclosure per Items 1114(b) and 1115(b) of
Regulation AB
------------------------------------------------------- -------------------------------------------------------------
EXHIBIT R-3
FORM 8-K INFORMATION
---------------------------------------------- --------------------------------------------------
Item on Form 8-K Party Responsible
---------------------------------------------- --------------------------------------------------
Item 1.01- Entry into a Material The party to this Agreement entering into such
Definitive Agreement material definitive agreement
---------------------------------------------- --------------------------------------------------
Item 1.02- Termination of a Material The party to this Agreement requesting
Definitive Agreement termination of a material definitive agreement
---------------------------------------------- --------------------------------------------------
Item 1.03- Bankruptcy or Receivership Depositor
---------------------------------------------- --------------------------------------------------
Item 2.04- Triggering Events that Servicer
Accelerate or Increase a Direct Trustee
Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement
---------------------------------------------- --------------------------------------------------
Item 3.03- Material Modification to Trustee
Rights of Security Holders
---------------------------------------------- --------------------------------------------------
Item 5.03- Amendments of Articles of Depositor
Incorporation or Bylaws; Change of Servicer
Fiscal Year Trustee
---------------------------------------------- --------------------------------------------------
Item 6.01- ABS Informational and Depositor
Computational Material
---------------------------------------------- --------------------------------------------------
Item 6.02- Change of Servicer or Trustee Servicer
Trustee
---------------------------------------------- --------------------------------------------------
Item 6.03- Change in Credit Enhancement N/A
or External Support
---------------------------------------------- --------------------------------------------------
Item 6.04- Failure to Make a Required Trustee
Distribution
---------------------------------------------- --------------------------------------------------
Item 6.05- Securities Act Updating Depositor
Disclosure
---------------------------------------------- --------------------------------------------------
Item 7.01- Regulation FD Disclosure Depositor
---------------------------------------------- --------------------------------------------------
Item 8.01 Depositor
---------------------------------------------- --------------------------------------------------
Item 9.01 Depositor
