EXECUTION COPY
BANC OF AMERICA FUNDING CORPORATION,
as Depositor,
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Servicer,
and
XXXXX FARGO BANK, N.A.,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated March 31, 2006
____________________
Mortgage Pass-Through Certificates
Series 2006-C
TABLE OF CONTENTS
Page
----
PRELIMINARY STATEMENT 1
ARTICLE I DEFINITIONS 3
Section 1.01. Defined Terms................................................................3
Section 1.02. Calculations................................................................29
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 30
Section 2.01. Conveyance of Mortgage Loans................................................30
Section 2.02. Acceptance by the Trustee or Custodian of the Mortgage Loans................33
Section 2.03. Representations, Warranties and Covenants of the Servicer...................36
Section 2.04. Representations and Warranties of the Depositor as to the Mortgage
Loans.......................................................................37
Section 2.05. Designation of Interests in the REMICs......................................39
Section 2.06. Designation of Start-up Day.................................................39
Section 2.07. REMIC Certificate Maturity Date.............................................39
Section 2.08. Execution and Delivery of Certificates......................................39
Section 2.09. Establishment of the Trust..................................................39
Section 2.10. Purpose and Powers of the Trust.............................................40
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS 40
Section 3.01. Servicer to Service the Mortgage Loans......................................40
Section 3.02. Subservicing; Enforcement of the Obligations of the Servicer................41
Section 3.03. Fidelity Bond; Errors and Omissions Insurance...............................43
Section 3.04. Access to Certain Documentation.............................................43
Section 3.05. Maintenance of Primary Mortgage Insurance Policy; Claims....................43
Section 3.06. Rights of the Depositor and the Trustee in Respect of the Servicer..........44
Section 3.07. Trustee to Act as Servicer..................................................45
Section 3.08. Collection of Taxes, Assessments and Similar Items; Escrow Accounts.........45
Section 3.09. Collection of Mortgage Loan Payments; Servicer Custodial Account;
Certificate Account.........................................................47
Section 3.10. Access to Certain Documentation and Information Regarding the
Mortgage Loans..............................................................50
Section 3.11. Permitted Withdrawals from the Certificate Account and the Servicer
Custodial Account...........................................................50
Section 3.12. Maintenance of Hazard Insurance and Other Insurance.........................51
Section 3.13. Enforcement of Due-On-Sale Clauses; Assumption Agreements...................52
Section 3.14. Realization Upon Defaulted Mortgage Loans; REO Property.....................53
Section 3.15. Trustee and Custodian to Cooperate; Release of Mortgage Files...............56
Section 3.16. Documents, Records and Funds in Possession of the Servicer to be Held
for the Trustee.............................................................57
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Section 3.17. Servicer Compensation.......................................................57
Section 3.18. Modifications, Waivers, Amendments and Consents.............................58
Section 3.19. Advances....................................................................59
Section 3.20. Annual Statement of Compliance..............................................59
Section 3.21. Assessments of Compliance and Attestation Reports...........................60
Section 3.22. Reports to the Commission...................................................61
ARTICLE IV SERVICER'S CERTIFICATE 67
Section 4.01. Servicer's Certificate......................................................67
ARTICLE V PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS; REMIC ADMINISTRATION 67
Section 5.01. Distributions...............................................................67
Section 5.02. Priorities of Distributions.................................................68
Section 5.03. Allocation of Losses........................................................75
Section 5.04. Statements to Certificateholders............................................77
Section 5.05. Tax Returns and Reports to Certificateholders...............................80
Section 5.06. Tax Matters Person..........................................................81
Section 5.07. Rights of the Tax Matters Person in Respect of the Trustee..................81
Section 5.08. REMIC Related Covenants.....................................................81
Section 5.09. Servicer and Trustee Indemnification........................................82
ARTICLE VI THE CERTIFICATES 83
Section 6.01. The Certificates............................................................83
Section 6.02. Registration of Transfer and Exchange of Certificates.......................83
Section 6.03. Mutilated, Destroyed, Lost or Stolen Certificates...........................88
Section 6.04. Persons Deemed Owners.......................................................88
ARTICLE VII THE DEPOSITOR AND THE SERVICER 88
Section 7.01. Respective Liabilities of the Depositor and the Servicer....................88
Section 7.02. Merger or Consolidation of the Depositor or the Servicer....................88
Section 7.03. Limitation on Liability of the Depositor, the Servicer and Others...........89
Section 7.04. Depositor and Servicer Not to Resign........................................90
ARTICLE VIII DEFAULT 90
Section 8.01. Events of Default...........................................................90
Section 8.02. Remedies of Trustee.........................................................92
Section 8.03. Directions by Certificateholders and Duties of Trustee During Event of
Default.....................................................................92
Section 8.04. Action upon Certain Failures of the Servicer and upon Event of Default......92
Section 8.05. Trustee to Act; Appointment of Successor....................................93
Section 8.06. Notification to Certificateholders..........................................94
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ARTICLE IX THE TRUSTEE 94
Section 9.01. Duties of Trustee...........................................................94
Section 9.02. Certain Matters Affecting the Trustee.......................................96
Section 9.03. Trustee Not Liable for Certificates or Mortgage Loans.......................97
Section 9.04. Trustee May Own Certificates................................................98
Section 9.05. Eligibility Requirements for Trustee........................................98
Section 9.06. Resignation and Removal of Trustee..........................................99
Section 9.07. Successor Trustee...........................................................99
Section 9.08. Merger or Consolidation of Trustee.........................................100
Section 9.09. Appointment of Co-Trustee or Separate Trustee..............................100
Section 9.10. Authenticating Agents......................................................101
Section 9.11. Trustee's Fees and Expenses................................................102
Section 9.12. Appointment of Custodian...................................................103
Section 9.13. Paying Agents..............................................................103
Section 9.14. Limitation of Liability....................................................104
Section 9.15. Trustee May Enforce Claims Without Possession of Certificates..............104
Section 9.16. Suits for Enforcement......................................................104
Section 9.17. Waiver of Bond Requirement.................................................105
Section 9.18. Waiver of Inventory, Accounting and Appraisal Requirement..................105
ARTICLE X TERMINATION 105
Section 10.01. Termination upon Purchase or Liquidation of All Mortgage Loans.............105
Section 10.02. Additional Termination Requirements........................................107
ARTICLE XI MISCELLANEOUS PROVISIONS 107
Section 11.01. Amendment..................................................................107
Section 11.02. Recordation of Agreement; Counterparts.....................................109
Section 11.03. Limitation on Rights of Certificateholders.................................109
Section 11.04. Governing Law..............................................................110
Section 11.05. Notices....................................................................110
Section 11.06. Severability of Provisions.................................................111
Section 11.07. Certificates Nonassessable and Fully Paid..................................111
Section 11.08. Access to List of Certificateholders.......................................111
Section 11.09. Recharacterization.........................................................112
Section 11.10. Regulation AB Compliance; Intent of the Parties; Reasonableness............112
EXHIBITS
Exhibit A-1A1 Form of Face of Class 1-A-1 Certificate
Exhibit A-1A2 Form of Face of Class 1-A-2 Certificate
Exhibit A-1AR Form of Face of Class 1-A-R Certificate
Exhibit A-2A1 Form of Face of Class 2-A-1 Certificate
Exhibit A-2A2 Form of Face of Class 2-A-2 Certificate
Exhibit A-3A1 Form of Face of Class 3-A-1 Certificate
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Exhibit A-3A2 Form of Face of Class 3-A-2 Certificate
Exhibit A-4A1 Form of Face of Class 4-A-1 Certificate
Exhibit A-4A2 Form of Face of Class 4-A-2 Certificate
Exhibit A-4A3 Form of Face of Class 4-A-3 Certificate
Exhibit A-4A4 Form of Face of Class 4-A-4 Certificate
Exhibit B-B1 Form of Face of Class B-1 Certificate
Exhibit B-B2 Form of Face of Class B-2 Certificate
Exhibit B-B3 Form of Face of Class B-3 Certificate
Exhibit B-B4 Form of Face of Class B-4 Certificate
Exhibit B-B5 Form of Face of Class B-5 Certificate
Exhibit B-B6 Form of Face of Class B-6 Certificate
Exhibit C Form of Reverse of all Certificates
Exhibit D-1 Loan Group 1 Mortgage Loan Schedule
Exhibit D-2 Loan Group 2 Mortgage Loan Schedule
Exhibit D-3 Loan Group 3 Mortgage Loan Schedule
Exhibit D-4 Loan Group 4 Mortgage Loan Schedule
Exhibit E Request for Release of Documents
Exhibit F Form of Certification of Establishment of Account
Exhibit G-1 Form of Transferor's Certificate
Exhibit G-2A Form 1 of Transferee's Certificate
Exhibit G-2B Form 2 of Transferee's Certificate
Exhibit H Form of Transferee Representation Letter
for ERISA Restricted Certificates
Exhibit I Form of Affidavit Regarding Transfer of Residual
Certificate
Exhibit J List of Recordation States
Exhibit K Form of Initial Certification
Exhibit L Form of Final Certification
Exhibit M Relevant Servicing Criteria
Exhibit N Additional Form 10-D Disclosure
Exhibit O Additional Form 10-K Disclosure
Exhibit P Form 8-K Disclosure
Exhibit Q Form of Xxxxxxxx-Xxxxx Certification
Exhibit R Form of Back-up Certification
Exhibit S Form of Additional Disclosure Notification
Exhibit T Data Elements for Servicer's Certificate
v
POOLING AND SERVICING AGREEMENT
THIS
POOLING AND SERVICING AGREEMENT, dated March 31, 2006, is hereby
executed by and among
BANC OF AMERICA FUNDING CORPORATION, as depositor
(together with its permitted successors and assigns, the "Depositor"), BANK OF
AMERICA, NATIONAL ASSOCIATION, as servicer (together with its permitted
successors and assigns, the "Servicer"), and XXXXX FARGO BANK, N.A., as trustee
(together with its permitted successors and assigns, the "Trustee").
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the Depositor,
the Servicer and the Trustee agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor hereby conveys the Trust
Estate to the Trustee to create the Trust. The Trust Estate for federal income
tax purposes will be treated as three separate real estate mortgage investment
conduits (the "Upper-Tier REMIC," the "Subsidiary Lower-Tier REMIC" and the
"Lower-Tier REMIC," respectively, and each a "REMIC"). The Uncertificated
Lower-Tier Interests shall constitute the "regular interests" and the Class LR
Interest shall be the "residual interest" in the Lower-Tier REMIC. The
Uncertificated Lower-Tier Interests shall constitute the assets of the
Subsidiary Lower-Tier REMIC. The Uncertificated Subsidiary Lower-Tier Interests
shall constitute the "regular interests" and the Class SLR Interest shall be the
"residual interest" in the Subsidiary Lower-Tier REMIC. The Uncertificated
Subsidiary Lower-Tier Interests shall constitute the assets of the Upper-Tier
REMIC. The Certificates (other than the Class 1-A-R Certificate) are referred to
collectively as the "Regular Certificates" and shall constitute "regular
interests" and the Class UR Interest shall be the "residual interest" in the
Upper-Tier REMIC. The Class 1-A-R Certificate shall represent ownership of the
Class LR Interest, the Class SLR Interest and the Class UR Interest. The
Certificates, the Uncertificated Subsidiary Lower-Tier Interests and the
Uncertificated Lower-Tier Interests will represent the entire beneficial
ownership interest in the Trust. The "latest possible maturity date" for federal
income tax purposes of all interests created hereby will be the REMIC
Certificate Maturity Date.
The following 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:
------------------------------------------------------------------------------------
INITIAL CLASS PASS-
CERTIFICATE THROUGH MINIMUM INTEGRAL MULTIPLES IN
CLASSES BALANCE RATE DENOMINATION EXCESS OF MINIMUM
------------------------------------------------------------------------------------
Class 1-A-1 $ 32,670,000.00 (1) $ 1,000 $1
------------------------------------------------------------------------------------
Class 1-A-2 $ 1,518,000.00 (1) $ 1,000 $1
------------------------------------------------------------------------------------
Class 1-A-R $ 100.00 (1) $ 100 N/A
------------------------------------------------------------------------------------
Class 2-A-1 $ 159,073,000.00 (2) $ 1,000 $1
------------------------------------------------------------------------------------
Class 2-A-2 $ 7,388,000.00 (2) $ 1,000 $1
------------------------------------------------------------------------------------
Class 3-A-1 $ 25,179,000.00 (3) $ 1,000 $1
------------------------------------------------------------------------------------
Class 3-A-2 $ 1,170,000.00 (3) $ 1,000 $1
------------------------------------------------------------------------------------
Class 4-A-1 $ 105,948,000.00 (4) $ 1,000 $1
------------------------------------------------------------------------------------
Class 4-A-2 $ 15,875,000.00 (4) $ 1,000 $1
------------------------------------------------------------------------------------
Class 4-A-3 $ 44,381,000.00 (4) $ 1,000 $1
------------------------------------------------------------------------------------
Class 4-A-4 $ 7,720,000.00 (4) $ 1,000 $1
------------------------------------------------------------------------------------
Class B-1 $ 10,259,000.00 (5) $ 25,000 $1
------------------------------------------------------------------------------------
Class B-2 $ 2,722,000.00 (5) $ 25,000 $1
------------------------------------------------------------------------------------
Class B-3 $ 1,884,000.00 (5) $ 25,000 $1
------------------------------------------------------------------------------------
Class B-4 $ 1,047,000.00 (5) $ 25,000 $1
------------------------------------------------------------------------------------
Class B-5 $ 837,000.00 (5) $ 25,000 $1
------------------------------------------------------------------------------------
Class B-6 $ 1,047,708.00 (5) $ 25,000 $1
====================================================================================
____________________
(1) For each Distribution Date, interest will accrue on these
Certificates at a per annum rate equal to the Net WAC for the Group 1 Mortgage
Loans. For United States federal income tax purposes, interest will accrue on
these Certificates as of any Distribution Date at a per annum rate equal to the
weighted average of the Class 1-A-SL1 Interest.
(2) For each Distribution Date, interest will accrue on these
Certificates at a per annum rate equal to the Net WAC for the Group 2 Mortgage
Loans. For United States federal income tax purposes, interest will accrue on
these Certificates as of any Distribution Date at a per annum rate equal to the
weighted average of the Class 2-A-SL1 Interest.
(3) For each Distribution Date, interest will accrue on these
Certificates at a per annum rate equal to the Net WAC for the Group 3 Mortgage
Loans. For United States federal income tax purposes, interest will accrue on
these Certificates as of any Distribution Date at a per annum rate equal to the
weighted average of the Class 3-A-SL1.
(4) For each Distribution Date, interest will accrue on these
Certificates at a per annum rate equal to the Net WAC for the Group 4 Mortgage
Loans. For United States federal income tax purposes, interest will accrue on
these Certificates as of any Distribution Date at a per annum rate equal to the
weighted average of the Class 4-A-SL1 Interest.
(5) For each Distribution Date, 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 the Net WAC for each of the
Group 1 Mortgage Loans, Group 2 Mortgage Loans, Group 3 Mortgage Loans and Group
4 Mortgage Loans. For United States federal income tax purposes, interest will
accrue on these Certificates as of any Distribution Dates at a
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per annum rate equal to the weighted average of the Class B-SL1 Interest, Class
B-SL2 Interest, Class B-SL3 Interest, Class B-SL4 Interest, Class B-SL5 Interest
and Class B-SL6 Interest.
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article:
10-K Filing Deadline: As defined in Section 3.22(c).
1933 Act: The Securities Act of 1933, as amended.
Accrued Certificate Interest: For any Distribution Date and each 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 Disclosure Notification: The form of notification to be
included with any Additional Form 10-D Disclosure, Additional Form 10-K
Disclosure or Form 8-K Disclosure Information which is attached hereto as
Exhibit S.
Additional Form 10-D Disclosure: As defined in Section 3.22(b).
Additional Form 10-K Disclosure: As defined in Section 3.22(c).
Additional Servicer: A Subcontractor engaged by the Servicer or the
Trustee that is a "servicer" within the meaning of Item 1101 of Regulation AB
and meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.
Adjusted Pool Amount: With respect to any Distribution Date and Loan
Group, the Cut-off Date Pool Principal Balance of the Mortgage Loans in such
Loan Group minus the sum of (i) all amounts in respect of principal received in
respect of the Mortgage Loans in such Loan Group (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Principal Prepayments,
Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates and (ii) the principal portion of all Realized Losses (other than Debt
Service Reductions) incurred on the Mortgage Loans in such Loan Group from the
Cut-off Date through the end of the month preceding such Distribution Date.
Administrative Fee Rate: With respect to each Mortgage Loan, the sum of
(i) the Servicing Fee Rate and (ii) the Trustee Fee Rate.
Advance: A Periodic Advance or a Servicing Advance.
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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 any
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.
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, or within twelve months of, origination of such Mortgage Loan or,
in certain cases, an automated valuation model or tax assessed value 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, in certain
cases, an automated valuation model or tax assessed value, 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 Mortgage Insurance Policy in force.
Assessment of Compliance: As defined in Section 3.21(a).
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.
Attestation Report: As defined in Section 3.21(b).
Authenticating Agents: As defined in Section 9.10.
Back-up Certification: As defined in Section 3.22(e).
BAFC:
Banc of America Funding Corporation.
BANA: Bank of America, National Association, a national banking
association, or its successor in interest.
Book-Entry Certificate: All Classes of Certificates other than the
Physical Certificates.
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, the state in which the servicing offices of the
Servicer are located or any state in which the Corporate Trust Office is located
are required or authorized by law or executive order to be closed.
Calculated Principal Distribution: As defined in Section 5.03(d).
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Certificate: Any of the
Banc of America Funding Corporation Mortgage
Pass-Through Certificates, Series 2006-C that are issued pursuant to this
Agreement.
Certificate Account: The Eligible Account created and maintained by the
Trustee pursuant to Section 3.09(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 Funding Corporation Mortgage Pass-Through
Certificates, Series 2006-C." The Certificate Account shall be deemed to consist
of seven sub-accounts; one for each of the Loan Groups (the "Loan Group 1
Sub-Account," "Loan Group 2 Sub-Account," "Loan Group 3 Sub-Account" and "Loan
Group 4 Sub-Account") and one for each of the Lower-Tier Certificate
Sub-Account, the Subsidiary Lower-Tier Certificate Sub-Account and the
Upper-Tier Certificate Sub-Account. Funds in the Certificate Account shall be
held in trust for the Holders of the Certificates 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 an
affiliate of the Depositor or the Servicer unless one of its Responsible
Officers has actual knowledge thereof.
Certification Parites: As defined in Section 3.22(e).
Certifying Person: As defined in Section 3.22(e).
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 4-A-3, Class 4-A-4,
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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)(i).
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)(ii).
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)(iii).
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 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date, the amount, if any, by which the Class
Certificate Balances of the Class 4-A-1, Class 4-A-2 and Class 4-A-3
Certificates would be reduced as a result of the allocation of any reduction
pursuant to Section 5.03(b) to such Classes, without regard to the operation of
Section 5.03(e)(iv).
Class 4-A-4 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date, the lesser of (a) the Class
Certificate Balance of the Class 4-A-4 Certificates with respect to such
Distribution Date prior to any reduction for the Class 4-A-4 Loss Allocation
Amount and (b) the Class 4-A Loss Amount with respect to such Distribution Date.
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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 of Certificates and
any date of determination, and subject to Section 5.03(f), the Initial Class
Certificate Balance of such Class minus (A) 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-4
Certificates, any reduction allocated thereto pursuant to Section 5.03(e) plus
(B) the sum of (i) all increases in Class Certificate Balance previously
allocated thereto pursuant to Section 5.03(b) and (ii) in the case of the Class
1-A-2, Class 2-A-2, Class 3-A-2 and Class 4-A-4 Certificates, any increases
allocated thereto pursuant to Section 5.03(e).
Class Interest Shortfall: For any Distribution Date and each 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
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: March 31, 2006.
Code: The Internal Revenue Code of 1986, as amended.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date, an amount
equal to the lesser of (a) the aggregate of the Prepayment Interest Shortfalls
for such Distribution Date and (b) one-twelfth of 0.2500% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Remittance Date
relating to such Distribution Date.
Compliance Statement: As defined in Section 3.20.
Cooperative: A private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and
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relating to the related Cooperative Stock, which lease or agreement confers an
exclusive right to the holder of such Cooperative Stock to occupy such
apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment or mortgage of the Cooperative Lease, (iv) financing statements and
(v) a stock power (or other similar instrument), and ancillary thereto, a
Recognition Agreement, each of which was transferred and assigned to the Trust
pursuant to Section 2.01.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
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 - BAFC 2006-C, and for
certificate transfer purposes is located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Services - BAFC 2006-C,
or at such other address as the Trustee may designate from time to time by
notice to the Certificateholders, the Depositor and the Servicer.
Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Subsidiary Lower-Tier Interests, the Corresponding Upper-Tier
Class or Classes as follows:
UNCERTIFICATED SUBSIDIARY
LOWER-TIER INTEREST CORRESPONDING UPPER-TIER CLASS OR CLASSES
------------------------- -----------------------------------------
Class 1-A-SL1 Interest Class 1-A-1 and Class 1-A-2 Certificates
Class 2-A-SL1 Interest Class 2-A-1 and Class 2-A-2 Certificates
Class 3-A-SL1 Interest Class 3-A-1 and Class 3-A-2 Certificates
Class 4-A-SL1 Interest Class 4-A-1, Class 4-A-2, Class 4-A-3 and
Class 4-A-4 Certificates
Class B-SL1 Interest Class B-1 Certificates
Class B-SL2 Interest Class B-2 Certificates
Class B-SL3 Interest Class B-3 Certificates
Class B-SL4 Interest Class B-4 Certificates
Class B-SL5 Interest Class B-5 Certificates
Class B-SL6 Interest Class B-6 Certificates
Class 1-A-SLR Interest Class 1-A-R Certificate
Custodian: Initially, the Trustee, and thereafter any custodian 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.
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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: March 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 $35,705,709.06 for Loan Group 1, $173,850,648.65 for Loan Group 2,
$27,518,552.08 for Loan Group 3 and $181,643,898.71 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 or the Trustee, as
applicable, 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 Sections 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
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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 or the Trustee, as applicable, in accordance with the terms of
such Mortgage Loan as in effect on the Cut-off Date.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Depositor:
Banc of America Funding Corporation, 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: With respect 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 20th day of each month beginning in April 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.
XXXXX: The Commission's Electronic Data Gathering and Retrieval System.
Eligible Account: Any of (i) an account or accounts maintained with 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 (including the Trustee), 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 BANA.
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ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Restricted Certificates: Any of the Class 1-A-R, Class B-4, Class
B-5 and Class B-6 Certificates.
Escrow Account: As defined in Section 3.08(a).
Escrow Payments: The amounts constituting taxes, assessments, Primary
Mortgage 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.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of some or all 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.
FNMA: Xxxxxx Xxx, or any successor thereto.
Form 8-K Disclosure Information: As defined in Section 3.22(d).
Fractional Interest: As defined in Section 5.02(d).
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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 Senior Certificates.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1 hereto.
Group 1 Senior Certificates: Class 1-A-1, Class 1-A-2 and Class 1-A-R
Certificates.
Group 2: The Group 2 Senior Certificates.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2 hereto.
Group 2 Senior Certificates: Class 2-A-1 and Class 2-A-2 Certificates.
Group 3: The Group 3 Senior Certificates.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3 hereto.
Group 3 Senior Certificates: Class 3-A-1 and Class 3-A-2 Certificates.
Group 4: The Group 4 Senior Certificates.
Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-4 hereto.
Group 4 Senior Certificates: Class 4-A-1, Class 4-A-2, Class 4-A-3 and
Class 4-A-4 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, the Trustee and the
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Depositor, the Trustee or the Servicer or in
an affiliate of any of them, and (iii) is not connected with the Depositor, the
Trustee or the Servicer as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions. When used with respect
to any accountants, a Person who is "independent" within the meaning of Rule
2-01(B) of the Commission's Regulation S-X.
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Index: As to any Mortgage Loan and Rate Adjustment Date, either of the
Six-Month LIBOR Index or the One-Year LIBOR Index. The Index applicable to each
Mortgage Loan will be indicated on the Mortgage Loan Schedule. In the event that
any such Index is no longer available, the Servicer will select a substitute
index in accordance with the terms of the related Mortgage Note and in
compliance with federal and state law.
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 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
Prior Period 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.
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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 origination
and the denominator of which is the Appraised Value of the related Mortgaged
Property.
Lower-Tier Certificate Sub-Account: The sub-account of the Certificate
Account designated by the Trustee pursuant to Section 3.09(f).
Lower-Tier Distribution Amount: As defined in Section 5.02(a) hereof.
Lower-Tier REMIC: As defined in the Preliminary Statement, the assets of
which consist of the Mortgage Loans, such amounts as shall be held in the
Lower-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.
Lower-Tier REMICs: The Lower-Tier REMIC and the Subsidiary Lower-Tier
REMIC.
MERS: As defined in Section 2.01(b)(iii).
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.
Monthly Statement: As defined in Section 5.04(b).
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 and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
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 applicable 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 March 31, 2006, between BANA, as seller, and the Depositor, as purchaser.
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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 Rate Floor; (xix) the Periodic Cap;
(xx) the Gross Margin; (xxi) the Index; and (xxii) 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 Cooperative Stock 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 the
applicable Administrative Fee Rate for such Mortgage Loan.
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 Stated
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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 for the
Mortgage Loans 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, Insurance Proceeds or other
recoveries in respect of the related Mortgage Loan.
NYCEMA: A
New York Consolidation, Extension and Modification Agreement.
Offered Certificates: The Senior Certificates and the 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 as required in this Agreement.
One-Year LIBOR Index: A rate per annum that is defined to be the average
of interbank offered rates for one-year U.S. dollar-denominated deposits in the
London market, 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) up to the date 45 days
before the applicable Rate Adjustment Date.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee, who may be counsel for the Depositor or the Servicer, except that any
opinion of counsel relating to the qualification of the Trust Estate as three
separate REMICs or compliance with the REMIC Provisions must be an opinion of
Independent counsel.
Original Fractional Interest: With respect to each of the following
Classes of Subordinate Certificates, the corresponding percentage described
below, as of the Closing Date:
Class B-1 1.80%
Class B-2 1.15%
Class B-3 0.70%
Class B-4 0.45%
Class B-5 0.25%
Class B-6 0.00%
Original Subordinate Certificate Balance: $17,796,708.00.
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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 Sections 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 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 3.19, 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) serviced by
the Servicer 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, FHLMC, FNMA 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 FHLMC or
FNMA 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 "F1" by Fitch and "A-1+" by S&P;
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(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 "F1" by Fitch and "A-1+" by S&P;
(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 "F1" by
Fitch and "A-1+" by S&P;
(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 either "AAAm" or "AAAm G" by S&P and "AAA"
by Fitch (if rated by Fitch) or otherwise approved in writing by each
Rating Agency; and
(vi) other obligations or securities that are acceptable to each
Rating Agency and, as evidenced by an Opinion of Counsel obtained by the
Servicer or Trustee, as the case may be, will not affect the qualification
of the Trust Estate as three separate REMICs;
provided, however, that no instrument shall be a Permitted Investment if
it represents either (a) the right to receive only interest payments with
respect to the underlying debt instrument or (b) the right to receive both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest with respect to such instrument
provide a yield to maturity greater than 120% of the yield to maturity at par of
such underlying obligations.
Permitted Transferee: Any Person other than (i) the United States, or any
State or any political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (ii) a foreign government, international organization or
any agency or instrumentality of either of the foregoing, (iii) an organization
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income) (except
certain farmers' cooperatives described in Code Section 521), (iv) rural
electric and telephone cooperatives described in Code Section 1381(a)(2)(C), (v)
a Person with respect to whom the income on a 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 U.S. 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 a 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.
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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 Trustee 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 and (B) all Periodic Advances made by the Servicer (or the
Trustee, as applicable) in respect of such Loan Group and payments of
Compensating Interest allocable to such Loan Group made by the Servicer in
respect of such Loan Group and such Distribution Date deposited to the Servicer
Custodial Account pursuant to Section 3.09(b)(vi); (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
3.09(b)(iii); (iii) all Principal Prepayments 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 3.09(b)(i)
during such period; (iv) in connection with any Mortgage Loans that are
Defective Mortgage Loans in such Loan Group, the aggregate of the Purchase
Prices and Substitution Adjustment Amounts remitted on the related Remittance
Date pursuant to Section 3.09(b)(vii); (v) any other amounts in the Servicer
Custodial Account deposited therein pursuant to Section 3.09(b)(iv), (v) and
(viii) 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 amounts
permitted to be withdrawn from the Servicer Custodial Account pursuant to
clauses (i) through (viii), inclusive, of Section 3.11(a) in respect of such
Loan Group.
Pool Stated Principal Balance: As to any Distribution Date and Loan Group,
the aggregate Stated Principal Balance of all Mortgage Loans in such Loan Group
that were Outstanding Mortgage Loans immediately following the Due Date in the
month preceding the month in which such Distribution Date occurs.
Prepayment Interest Shortfall: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the Prior
Period, the amount, if any, by which one month's interest at the related
Mortgage Interest Rate (net of the Servicing Fee Rate) on such Principal
Prepayment exceeds the amount of interest paid in connection with such Principal
Prepayment.
Primary Mortgage 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 FNMA or FHLMC.
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 (i) any Mortgage Loan
repurchased by the Sponsor pursuant to the Mortgage Loan Purchase Agreement or a
Purchase Obligation as of such Distribution Date, (ii) any Mortgage Loan
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repurchased by the Depositor pursuant to a Purchase Obligation as of such
Distribution Date or (iii) any Mortgage Loan purchased pursuant to Section 10.01
hereof, (c) any Substitution Adjustment Amount in connection with a Defective
Mortgage Loan in such Loan Group received during the Prior Period, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans in
such Loan Group that are not yet Liquidated Mortgage Loans received by a
Servicer during the Prior Period, (e) with respect to each Mortgage Loan in such
Loan Group that became a Liquidated Mortgage Loan during the Prior Period, the
amount of Liquidation Proceeds (excluding Excess Proceeds) allocable to
principal received by the Servicer with respect to such Mortgage Loan during
such Prior Period and (f) all Principal Prepayments on the Mortgage Loans in
such Loan Group received by the Servicer during the Prior Period and (ii) any
Recovery related to such Loan Group for such Distribution Date.
Principal Prepayment: With respect to each Mortgage Loan, 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.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
Prior Period: With respect to any Distribution Date, the calendar month
immediately preceding the month of such Distribution Date.
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.
Purchase Obligation: An obligation of the Sponsor or the Depositor to
purchase Mortgage Loans under the circumstances and in the manner provided in
Section 2.02 or 2.04.
Purchase Price: With respect to each Mortgage Loan that was a Defective
Mortgage Loan repurchased on any date pursuant to Sections 2.02 or 2.04, an
amount equal to the sum of (i) the Stated Principal Balance of the Mortgage
Loan, (ii) interest on such Stated Principal Balance at the Mortgage Interest
Rate from the date on which interest has last been paid and distributed through
the last day of the month in which such repurchase takes place and (iii) any
costs and damages incurred by the Trust in connection with any violation by such
repurchased
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Mortgage Loan of any predatory or abusive lending law, less (x) amounts received
or advanced in respect of such repurchased Mortgage Loan which are being held in
the Servicer Custodial Account for distribution in the month of repurchase and
(y) if the Person repurchasing such Mortgage Loan is servicing such Mortgage
Loan, the Servicing Fee for such Mortgage Loan.
Rate Adjustment Date: As to each Mortgage Loan, the Due Date on which an
adjustment to the Mortgage Interest Rate of such Mortgage Loan becomes effective
under the related Mortgage Note.
Rate Ceiling: The maximum per annum Mortgage Interest Rate permitted under
the related Mortgage Note and indicated on the Mortgage Loan Schedule.
Rate Floor: The minimum per annum Mortgage Interest Rate permitted under
the related Mortgage Note and indicated on the Mortgage Loan Schedule.
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 and the Servicer. 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.
Recognition Agreement: With respect to a Cooperative Loan, the recognition
agreement between the Cooperative and the originator of such Cooperative Loan.
Record Date: With respect to each Certificate, 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: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Mortgage Loan.
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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 Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Red. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff
of the Commission, or as may be provided by the Commission or its staff from
time to time.
Reimbursement Amount: As defined in Section 2.02.
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 M 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 Servicer, the Trustee or the Custodian, the term "Relevant Servicing
Criteria" may refer to a portion of the Relevant Servicing Criteria applicable
to such parties.
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 18th calendar day of each month, or if such day is not a Business Day, the
Business Day immediately preceding such day.
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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).
Reporting Servicer: As defined in Section 3.22(c)(i).
Request for Release: The Request for Release submitted by the Servicer to
the Custodian 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, which represents
ownership of the Class LR Interest, the Class SLR Interest and the Class UR
Interest for the purposes of the REMIC Provisions.
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 direct responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., or
any successor thereto.
Xxxxxxxx-Xxxxx Certification: As defined in Section 3.22(e).
Security Agreement: With respect to a Cooperative Loan, the agreement or
mortgage creating a security interest in favor of the originator of the
Cooperative Loan in the related Cooperative Stock.
Senior 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
4-A-3 and Class 4-A-4 Certificates.
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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 to six places rounded up, obtained by dividing (i) the
aggregate Class Certificate Balance of the Senior Certificates of the Related
Group immediately prior to such Distribution Date, by (ii) the Pool Stated
Principal Balance of such Loan Group for such Distribution Date.
Senior Prepayment Percentage: For any Loan Group and any Distribution Date
during the seven years beginning on the first Distribution Date, 100%. The
Senior Prepayment Percentage for any Loan Group and any Distribution Date
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 for such
Distribution Date exceeds the Total Senior Percentage calculated as of the
Closing Date, in which case the Senior Prepayment Percentage for each Loan Group
for such Distribution Date will once again equal 100%, (ii) on any Distribution
Date before the Distribution Date occurring in April 2009, the Total Subordinate
Percentage for such Distribution Date is greater than or equal to twice the
Total Subordinate Percentage calculated as of the Closing Date, in which case
the Senior Prepayment Percentage for each Loan Group for such Distribution Date
will equal the Senior Percentage for such Loan Group plus 50% of the Subordinate
Percentage for such Loan Group, or (iii) on any Distribution Date occurring on
or after the Distribution Date in April 2009, the Total Subordinate Percentage
for such Distribution Date is greater than or equal to twice the Total
Subordinate Percentage calculated as of the Closing Date, in which case the
Senior Prepayment Percentage for each Loan Group for such Distribution Date will
equal the Senior Percentage for such Loan Group. Notwithstanding the foregoing,
no decrease in the share of the applicable Subordinate Percentage (for
calculating the applicable Senior Prepayment Percentage for such Loan Group)
will occur and the Senior Prepayment Percentage for such Loan Group 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.
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Senior Step Down Conditions: As of any Distribution Date as to which any
decrease in the Senior Prepayment Percentage for any Loan Group applies, (i) the
outstanding principal balance of all Mortgage Loans (including, for this
purpose, any Mortgage Loans in foreclosure, any REO Property and any Mortgage
Loan for which the Mortgagor has filed for bankruptcy after the Closing Date)
delinquent 60 days or more (averaged over the preceding six month period), as a
percentage of the aggregate Class Certificate Balance of the Subordinate
Certificates, is not equal to or greater than 50% or (ii) cumulative Realized
Losses with respect to the Mortgage Loans as of the applicable Distribution Date
do not exceed the percentages of the Original Subordinate Certificate Balance
set forth below:
PERCENTAGE OF ORIGINAL
DISTRIBUTION DATE OCCURRING IN SUBORDINATE CERTIFICATE BALANCE
------------------------------ -------------------------------
April 2006 through March 2009 20%
April 2009 through March 2014 30%
April 2014 through March 2015 35%
April 2015 through March 2016 40%
April 2016 through March 2017 45%
April 2017 and thereafter 50%
Servicer: BANA, in its capacity as servicer of the Mortgage Loans, or any
successor servicer appointed as herein provided.
Servicer Custodial Account: The account or accounts created and maintained
by the Servicer pursuant to Section 3.09(b) which must be an Eligible Account.
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 Advance: 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 Criteria: The criteria set forth in paragraph (d) of Item 1122
of Regulation AB, as such may be amended from time to time.
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, subject to reduction as provided in Section 3.17. 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
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Servicer's right to receive the Servicing Fee is limited to, and payable solely
from, the interest portion (including recoveries with respect to interest from
Liquidation Proceeds and other proceeds, to the extent permitted by Section
3.11) of related Monthly Payments collected by the Servicer, or as otherwise
provided under Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan in Loan Group 1,
0.375% per annum; with respect to each Mortgage Loan in Loan Group 2, Loan Group
3 and Loan Group 4, 0.250% per annum.
Servicing Function Participant: Any Subcontractor utilized by the
Servicer, the Trustee or the Custodian that is "participating in the servicing
function" 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 (including
attorney's fees) 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).
Six-Month LIBOR Index: A rate per annum that is defined to be the average
of interbank offered rates for six-month U.S. dollar-denominated deposits in the
London market, 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) up to the date 45 days
before the applicable Rate Adjustment Date.
Sponsor: BANA, a national banking association, or its successor in
interest, as seller of the Mortgage Loans under the Mortgage Loan Purchase
Agreement.
Stated Principal Balance: As to any Mortgage Loan and Due Date, the unpaid
principal balance of such Mortgage Loan as of 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.
Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing of Mortgage Loans but performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with respect to
Mortgage Loans under the direction or authority of the Servicer, the Trustee or
the Custodian.
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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 Class 4-LS Interest, equal to the ratio among the Group
Subordinate Amounts of Loan Group 1, Loan Group 2, Loan Group 3 and 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 and such
Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, an amount equal to the sum of (i) the
Subordinate Percentage for such Loan Group of the 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 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.
Subservicer: Any Person that services Mortgage Loans on behalf of the
Servicer or any Subservicer and is responsible for the performance (whether
directly or through Subservicers or Subcontractors) of a substantial portion of
the material servicing functions required to be performed by the Servicer under
this Agreement or any reconstitution agreement that are identified in Item
1122(d) of Regulation AB.
Subsidiary Lower-Tier Certificate Sub-Account: The sub-account of the
Certificate Account designated by the Trustee pursuant to Section 3.09(g).
Subsidiary Lower-Tier Distribution Amount: As defined in Section 5.02(a)
hereof.
Subsidiary Lower-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Lower-Tier Interests.
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 the Stated Principal
Balance of the Defective Mortgage Loan; (ii) have a Net Mortgage Interest Rate
not less than, and not more than 2% greater than that of the Defective Mortgage
Loan; (iii) be of the same type as the Defective Mortgage Loan; (iv) have a
Loan-to-Value Ratio not higher than that of the Defective Mortgage Loan; (v)
have a credit score not less than that of the Defective Mortgage Loan; (vi) have
a Gross Margin not less than that of the Defective Mortgage Loan; (vii) have a
credit grade not lower in quality than that of the Defective Mortgage Loan;
(viii) have a remaining term to maturity not greater than (and not more than one
year less than) that of the Defective Mortgage Loan; (ix) have the same lien
priority as the Defective Mortgage Loan; (x) have the same Index as the
Defective Mortgage Loan; and (xi) comply with each Mortgage Loan representation
and warranty set forth in this Agreement and the Mortgage Loan Purchase
Agreement. More than one Substitute Mortgage Loan may be substituted for a
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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 Senior Percentage: With respect to any Distribution Date, the
percentage, carried six places rounded up, obtained by dividing the aggregate
Class Certificate Balances of the Senior Certificates immediately prior to such
Distribution Date by the aggregate Pool Stated Principal Balance for all Loan
Groups with respect to such Distribution Date.
Total 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.
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, which shall be named "Banc of
America Funding 2006-C Trust."
Trust Estate: The segregated pool of assets subject hereto, constituting
the primary trust created hereby and to be administered hereunder, with respect
to a portion of which three REMIC elections are to be made, such entire Trust
Estate consisting of: (i) such Mortgage Loans as from time to time are subject
to this Agreement, together with the Mortgage Files relating thereto, and
together with all collections thereon and proceeds thereof, (ii) any REO
Property, together with all collections thereon and proceeds thereof, (iii) the
Trustee's rights with respect to the Mortgage Loans under all insurance policies
required to be maintained pursuant to this Agreement and any proceeds thereof;
(iv) the Depositor's rights under the Mortgage Loan Purchase Agreement
(including any security interest created thereby); and (v) the Servicer
Custodial Account and the Certificate Account and such assets that are deposited
therein from time to time and any investments thereof, together with any and all
income, proceeds and payments with respect thereto.
Trustee: Xxxxx Fargo Bank, N.A., and its successors-in-interest and, if a
successor trustee is appointed hereunder, such successor, as trustee.
Trustee Fee: With respect to each Mortgage Loan and Distribution Date, the
amount of the fee payable to the Trustee, which shall, for such Distribution
Date, be equal to one-twelfth of the product of the Trustee 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.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0050% per annum.
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Uncertificated Lower-Tier Interests: 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.
Uncertificated Subsidiary Lower-Tier Interests: The Class 1-A-SL1
Interest, Class 2-A-SL1 Interest, Class 3-A-SL1 Interest, Class 4-A-SL1
Interest, Class B-SL1 Interest, Class B-SL2 Interest, Class B-SL3 Interest,
Class B-SL4 Interest, Class B-SL5 Interest, Class B-SL6 Interest and Class
1-A-SLR Interest.
Undercollateralized Amount: As defined in Section 5.03(b)(ix).
Undercollateralized Group: As defined in Section 5.03(b)(ix).
Unscheduled Principal Amount: As to any Distribution Date and Loan Group,
the sum of the amounts described in clauses (e) and (f) of the definition of
"Principal Amount."
Upper-Tier Certificate Sub-Account: The sub-account of the Certificate
Account designated by the Trustee pursuant to Section 3.09(g).
Upper-Tier REMIC: As defined in the Preliminary Statement, the assets of
which consist of the Uncertificated Subsidiary Lower-Tier REMIC Interests and
such amounts as shall from time to time be deemed 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. Calculations.
All dollar amounts calculated hereunder shall be rounded to the nearest
xxxxx with one-half of one xxxxx being rounded down.
ARTICLE II
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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 and the related Mortgage Files, 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), and the Depositor's rights under the Mortgage Loan Purchase
Agreement. 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. 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 has
delivered or caused to be delivered to the Trustee (or a Custodian on behalf of
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 holders of
Banc of America Funding Corporation
Mortgage Pass-Through Certificates, Series 2006-C, 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) and, in the case of any Mortgage Loan originated in the State of
New
York documented by a NYCEMA, the NYCEMA, the new Mortgage Note, if
applicable, the consolidated Mortgage Note and the consolidated Mortgage;
(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 applicable Servicer (which may be part of a
blanket certification) 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
Banc of America Funding Corporation Mortgage Pass-Through
Certificates, Series 2006-C" (which may be included in a blanket
assignment or assignments), together with, except as
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provided below, originals of all interim recorded assignments of such
mortgage or a copy of such interim assignment certified by the Servicer
(which may be part of a blanket certification) 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
enforce the obligations of the Servicer to 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) 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 Cooperative Stock, the
originals of the following documents or instruments:
(A) the Cooperative Stock Certificate;
(B) the stock power executed in blank;
(C) the executed Cooperative Lease;
(D) the executed Recognition Agreement;
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(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), if an
Assignment of Mortgage is required to be recorded as set forth below, the
Depositor has delivered to the Trustee (or a Custodian on behalf of the Trustee)
a copy of such Assignment of Mortgage in blank rather than in the name of the
Trustee 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, if
applicable, (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 a 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 (or a Custodian on behalf of
the Trustee). The Depositor shall forward or cause to be forwarded to the
Trustee (or a Custodian on behalf of 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 a Custodian on behalf of the
Trustee). 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 Depositor
or the Servicer shall prepare, execute and deliver or cause to be
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prepared, executed and delivered, on behalf of the Trust, such a document to the
public recording office.
(c) With respect to each Mortgage Loan, as promptly as practicable
subsequent to such transfer and assignment, 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.
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.
As set forth on Exhibit J 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 J.
(d) 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 a Custodian on behalf of the Trustee), will cause the Servicer
to deposit in the Servicer Custodial Account the portion of such payment that is
required to be deposited in such account pursuant to Section 3.09(c).
Section 2.02. Acceptance by the Trustee or Custodian of the Mortgage
Loans.
Subject to the provisions of the following paragraph, the Trustee (or a
Custodian on its behalf) declares that it 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 delivered to it, in trust for the exclusive use and benefit of all
present and future Certificateholders. Upon execution and delivery of this
document, the Trustee (or a Custodian on its behalf) shall deliver to the
Depositor and the Servicer a certification in the form of Exhibit K 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 (or a Custodian on its behalf) shall review the Mortgage Files in its
possession, and shall deliver to the
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Depositor and the Servicer a certification in the form of Exhibit L 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; provided, however, that
the Trustee (or a Custodian on its behalf) shall not be responsible for
determining if the items set forth in Section 2.01(b)(vii) have been delivered.
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 or if the
Depositor, the Servicer or the Trustee discovers a breach by the Sponsor of any
representation, warranty or covenant under the Mortgage Loan Purchase Agreement
in respect of any Mortgage Loan and such breach materially adversely affects the
interest of the Certificateholders in the related Mortgage Loan (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), then
such party shall promptly so notify the Sponsor, the Servicer, the Trustee and
the Depositor of such failure to meet the requirements of Section 2.01 or of
such breach and request that the Sponsor deliver such missing documentation or
cure such defect or breach within 90 days of its discovery or its receipt of
notice of any such failure to meet the requirements of Section 2.01 or of such
breach. If the Trustee receives written notice that the Sponsor has not
delivered such missing document or cured such defect or breach in all material
respects during such period, the Trustee, on behalf of the Trust, shall enforce
the Sponsor's obligation under the Mortgage Loan Purchase Agreement and cause
the Sponsor to 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 Trust at the Purchase 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 must 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.
In performing any such review, the Trustee (or a Custodian on its behalf)
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 review (or a
Custodian's review on its behalf) 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. The Trustee (or a
Custodian on its behalf) shall have no 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.
If the Trustee receives written notice of a breach of any representation
or warranty of the Sponsor, the Trustee, on behalf of the Trust, shall enforce
the rights of the Trust under the Mortgage Loan Purchase Agreement for the
benefit of the Certificateholders. In addition, if the
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Trustee receives written notice of a breach of a representation set forth in
clauses (f) and (oo) of paragraph 3 of the Mortgage Loan Purchase Agreement that
occurs as a result of a violation of an applicable predatory or abusive lending
law, the Trustee, on behalf of the Trust, shall enforce the right of the Trust
to reimbursement by the Sponsor for all costs or damages incurred by the Trust
as a result of the violation of such law (such amount, the "Reimbursement
Amount"). It is understood and agreed that, except for the payment of any
Reimbursement Amount, the obligation of the Sponsor to cure or to repurchase or
substitute any Mortgage Loan as to which a document is missing, a material
defect in a constituent document exists or as to which such a breach has
occurred and is continuing shall constitute the sole remedy against the Sponsor
in respect of such omission, defect or breach available to the Trustee on behalf
of the Trust and the Certificateholders.
It is understood and agreed that the representations and warranties set
forth in the Mortgage Loan Purchase Agreement shall survive delivery of the
Mortgage Files to the Trustee (or a Custodian on behalf of the Trustee) and
shall inure to the benefit of the Certificateholders notwithstanding any
restrictive or qualified endorsement or assignment. With respect to the
representations and warranties set forth in the Mortgage Loan Purchase Agreement
that are made to the best of the Sponsor's knowledge or as to which the Sponsor
had no knowledge, if it is discovered by the Depositor or the Trustee that the
substance of such representation or warranty is inaccurate and such inaccuracy
materially and adversely affects the interest of the Certificateholders in the
related Mortgage Loan then, notwithstanding the Sponsor's lack of knowledge with
respect to the substance of such representation or warranty being inaccurate as
the time the representation or warranty was made, such inaccuracy shall be
deemed a breach of the applicable representation or warranty.
With respect to each Substitute Mortgage Loan, the Sponsor shall deliver
to the Trustee (or a Custodian on behalf of 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. 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 Sponsor 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. Upon such substitution, each Substitute Mortgage Loan shall be
subject to the terms of this Agreement in all respects, and the Sponsor 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 paragraph 4 of the Mortgage Loan Purchase Agreement. 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 (or a Custodian
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on behalf of the Trustee) shall upon receipt of written notice from the Servicer
of such deposit, release the Mortgage File relating to such Defective Mortgage
Loan to the Sponsor and the Trustee shall execute and deliver at the Sponsor's
direction such instruments of transfer or assignment prepared by the Sponsor, in
each case without recourse, as shall be necessary to vest title in the Sponsor,
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 Sponsor 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 a 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 remitted to the Servicer Custodial Account by
the Sponsor 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 Purchase Price of any
repurchase and the Substitution Adjustment Amount, if any, shall be deposited in
the Servicer Custodial Account. The Servicer shall give the Trustee written
notice of such deposits.
The Trustee (or a Custodian on its behalf) shall retain possession and
custody of each Mortgage File in accordance with and subject to the terms and
conditions set forth herein. The Servicer shall cause to be promptly delivered
to the Trustee (or a Custodian on its behalf), 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.
Neither the Trustee nor any Custodian shall be under any 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).
Section 2.03. Representations, Warranties and Covenants of the Servicer.
(a) 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 laws of the
United States 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
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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 the rights of creditors 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 amended and
restated article of association 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.
(b) 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.
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:
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(i) 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.
(ii) As of the Closing Date, the Depositor has transferred all
right, title and interest in the Mortgage Loans to the Trustee on behalf
of the Trust.
(iii) As of the Closing Date, the Depositor has not transferred
the Mortgage Loans to the Trustee on behalf of the Trust with any intent
to hinder, delay or defraud an of its creditors.
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 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; 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 Purchase 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.
The Purchase Price of any repurchase described in this paragraph and the
Substitution Adjustment Amount, if any shall be remitted to the Servicer for
deposit to 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 Trust and the Trustee on behalf of
Certificateholders, and such obligation shall survive until termination of the
Trust hereunder.
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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 Subordinate Certificates as
"regular interests" and the Class UR Interest as the single class of "residual
interest" in the Upper Tier REMIC for the purposes of Code Sections 860G(a)(1)
and 860G(a)(2), respectively. The Depositor hereby further designates (i) the
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 the classes of "regular interests" and the Class LR 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 and (ii) the Class
1-A-SL1 Interest, Class 2-A-SL1 Interest, Class 3-A-SL1 Interest, Class 4-A-SL1
Interest, Class B-SL1 Interest, Class B-SL2 Interest, Class B-SL3 Interest,
Class B-SL4 Interest, Class B-SL5 Interest, Class B-SL6 Interest, and Class
1-A-SLR Interest as classes of "regular interests" and the Class SLR Interest as
the single class of "residual interest" in the Subsidiary 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 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 each REMIC is April 20, 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 Subsidiary
Lower-Tier REMIC and the Certificateholders and that it holds the Uncertificated
Subsidiary 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, the Uncertificated Lower-Tier
Interests and the Uncertificated Subsidiary 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 and the Uncertificated Subsidiary
Lower-Tier Interests, evidence ownership of the entire Trust Estate.
Section 2.09. Establishment of the Trust.
The Depositor does hereby establish, pursuant to the further provisions of
this Agreement and the laws of the State of
New York, an express trust to be
known, for convenience, as "Banc of America Funding 2006-C Trust" and does
hereby appoint Xxxxx Fargo Bank, N.A. as Trustee in accordance with the
provisions of this Agreement.
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Section 2.10. Purpose and Powers of the Trust.
The purpose of the common law trust, as created hereunder, is to engage in
the following activities:
(a) to acquire and hold the Mortgage Loans and the other assets of the
Trust Estate and the proceeds therefrom;
(b) to issue the Certificates sold to the Depositor in exchange for the
Mortgage Loans;
(c) to make payments on the Certificates;
(d) to engage in those activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected
therewith; and
(e) subject to compliance with this Agreement, to engage in such other
activities as may be required in connection with conservation of the Trust
Estate and the making of distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing activities. The
Trustee shall not cause the trust to engage in any activity other than in
connection with the foregoing or other than as required or authorized by the
terms of this Agreement (or those ancillary thereto) while any Certificate is
outstanding, and this Section 2.10 may not be amended, without the consent of
the Certificateholders evidencing 51% or more of the aggregate voting rights of
the Certificates.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Servicer to Service the Mortgage Loans.
For and on behalf of the Certificateholders, the Servicer shall service
and administer the Mortgage Loans in accordance with the terms of this
Agreement, Customary Servicing Procedures, applicable law and the terms of the
related 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, 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, and (d) to effectuate foreclosure or other
conversion of the ownership of the Mortgaged Property securing any Mortgage
Loan. 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
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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 3.18. 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 and 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, 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 any or all of them as are necessary or
appropriate to enable the Servicer to service and administer the Mortgage Loans.
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 or 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, 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 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 the
Servicer.
(a) The Servicer may arrange for the subservicing of any Mortgage Loan
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 in accordance with the provisions of this Agreement without
diminution of such obligation or liability by virtue of such Subservicing
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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 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) If the Trustee acts as Servicer, it will not assume liability for
the representations and warranties of the Servicer, if any, that it replaces.
(f) The Servicer shall promptly upon request provide to the Depositor a
written description (in form and substance satisfactory to the Depositor) of the
role and function of each Subcontractor utilized by the Servicer, specifying (i)
the identity of each such Subcontractor that is a Servicing Function Participant
and (ii) which elements of the Servicing Criteria will be addressed in
Assessments of Compliance provided by each Servicing Function Participant. As a
condition to the utilization by the Servicer of any Servicing Function
Participant, the Servicer shall cause any such Servicing Function Participant
for the benefit of the Depositor to comply with the provisions of Section 3.21
of this Agreement to the same extent as if such Servicing Function Participant
were the Servicer. The Servicer shall be responsible for obtaining from each
such Servicing Function Participant and delivering to the applicable Persons any
Assessment of Compliance and related Attestation Report required to be delivered
by such Servicing Function Participant under Section 3.21, in each case as and
when required to be delivered.
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(g) Notwithstanding the foregoing, if the Servicer engages a
Subcontractor in connection with the performance of any of its duties under this
Agreement, the Servicer shall be responsible for determining whether such
Subcontractor is an Additional Servicer.
The Servicer shall indemnify the Depositor, the Sponsor and the Trustee
and any of their respective directors, officers, employees or agents and hold
them harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments,
and any other costs, fees and expenses that any of them may sustain in any way
related to a breach of the Servicer's obligation set forth in the preceding
paragraph or the failure of the Servicer to perform any of its obligations under
this Section 3.02(f), Section 3.20, Section 3.21 or Section 3.22.
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. 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 FNMA in
the FNMA Servicing Guide or by FHLMC in the FHLMC Sellers' & 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 FNMA or FHLMC.
Section 3.04. Access to Certain Documentation.
The Servicer shall provide to the OTS and the FDIC and to comparable
regulatory authorities supervising Holders of Subordinate Certificates and the
examiners and supervisory agents of the OTS, the FDIC and such other
authorities, access to the documentation required by applicable regulations of
the OTS and the FDIC with respect to the Mortgage Loans. Such access shall be
afforded without charge, but only upon reasonable and prior written request and
during normal business hours at the offices designated by the Servicer. 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 Mortgage Insurance Policy; Claims.
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
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Mortgage Insurance Policy insuring that portion of the Mortgage Loan in excess
of a percentage in conformity with FNMA 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 Mortgage
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 Mortgage Insurance Policy. If the insurer
shall cease to be an insurer acceptable to FNMA, 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
Mortgage Insurance Policy for such reason. If the Servicer determines that
recoveries under the Primary Mortgage 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 Mortgage 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 Mortgage Insurance Policy, if any, of such
assumption or substitution of liability in accordance with the terms of such
Primary Mortgage 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 Mortgage Insurance Policy. If such Primary Mortgage Insurance
Policy is terminated as a result of such assumption or substitution of
liability, the Servicer shall obtain a replacement Primary Mortgage 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 Mortgage Insurance
Policy in a timely fashion in accordance with the terms of such Primary Mortgage
Insurance Policy and, in this regard, to take such action as shall be necessary
to permit recovery under any Primary Mortgage Insurance Policy respecting a
defaulted Mortgage Loan. Pursuant to Section 3.08(a), any amounts collected by
the Servicer under any Primary Mortgage Insurance Policy shall be deposited in
the Escrow Account, subject to withdrawal pursuant to Section 3.08(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.
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
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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, and any other transactions or services
relating to the Mortgage Loans involving a Subservicer, shall be deemed to be
between the Servicer and such Subservicer alone, and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims
or rights of action against, rights, obligations, duties or liabilities to or
with respect to the Subservicer or its officers, directors or employees, except
as set forth in Section 3.01. 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 a Servicer hereunder shall, upon request of
the Trustee, but at the expense of such 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 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
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escrow accounts (collectively, the "Escrow Account"), titled "Bank of America,
National Association, in trust for registered holders of
Banc of America Funding
Corporation Mortgage Pass-Through Certificates, Series 2006-C 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 FNMA or FHLMC 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 Mortgage
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 Account 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 3.08(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 Mortgage 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
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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 3.09. Collection of Mortgage Loan Payments; Servicer Custodial
Account; 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 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 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 penalties or penalty interest in connection with the prepayment of a
Mortgage Loan 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 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 it 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 related Servicing Fee;
(iii) with respect to each Mortgage Loan, (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
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Customary Servicing Procedures or (3) required to be deposited to an
Escrow Account pursuant to Section 3.08 and (B) any Insurance Proceeds
released from an Escrow Account;
(iv) any amount required to be deposited by the Servicer pursuant
to Section 3.09(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) Periodic Advances made by the Servicer pursuant to Section
3.19 and any Compensating Interest;
(vii) all Purchase Prices, all Substitution Adjustment Amounts and
all Reimbursement Amounts to the extent received by the Servicer;
(viii) any Recoveries; and
(ix) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to the Servicer Custodial Account
by the Servicer shall be exclusive. 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. 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. The Servicer shall maintain adequate records with respect to all
withdrawals made pursuant to this Section 3.09. 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
seven 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 3.09(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.
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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 may 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).
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 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 location of the Servicer Custodial Account not later than 30 days after and
not more that 45 days prior to any change thereof. The Trustee shall give notice
to the Depositor, the Servicer and the Rating Agencies of any proposed change of
the location of the Certificate Account maintained by the Trustee not later than
30 days after and not more than 45 days prior to any change thereof. The
creation of the Servicer Custodial Account and the Certificate Account shall be
evidenced by a certification substantially in the form of Exhibit F hereto.
(f) The Trustee shall designate each of the Lower-Tier Certificate
Sub-Account, the Subsidiary Lower-Tier Certificate Sub-Account and the
Upper-Tier Certificate Sub-Account as a sub-account of the Certificate Account.
On each Distribution Date (other than the Final Distribution Date, if such Final
Distribution Date is in connection with a purchase of the remaining assets of
the Trust Estate by the Servicer), the Trustee shall (i) from funds available on
deposit in the Certificate Account, be deemed to deposit into the Lower-Tier
Certificate Sub-Account all funds deemed on deposit in the Loan Group 1
Sub-Account, Loan Group 2 Sub-Account, the Loan Group 3 Sub-Account and the Loan
Group 4 Sub-Account and, (ii) immediately thereafter, be deemed to deposit into
the Subsidiary Lower-Tier Certificate Sub-Account the Lower-Tier Distribution
Amount, and (iii) immediately thereafter, be deemed to
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deposit into the Upper-Tier Certificate Sub-Account the Subsidiary Lower-Tier
Distribution Amount.
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 Certificate Account and the
Servicer Custodial 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 Fee 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 Loans in the same Loan Group as the
Mortgage Loan(s) 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 first 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
Section 2.04, all amounts received thereon after the date of such
purchase;
(vi) to reimburse itself or the Depositor for expenses incurred
by either of them and reimbursable pursuant to this Agreement, including
but not limited to, Section 3.02 and 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
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(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)
above. Prior to making any withdrawal from the Servicer Custodial Account
pursuant to clause (iii) above, 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.
(b) The Trustee shall withdraw funds from the Certificate Account 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.
(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 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 and Other 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 FNMA or FHLMC. The Servicer shall also maintain on REO Property serviced by
it, 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
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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 FNMA 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
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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 it
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) a copy of 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 it as
additional servicing compensation.
Section 3.14. Realization Upon Defaulted Mortgage Loans; REO Property.
(a) Subject to Section 3.18, the Servicer shall use reasonable best
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
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shall meet the requirements of the insurer under any Required Insurance Policy.
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.
(b) With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trust for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
name of the Trust shall be placed on the title to such REO Property. The
Servicer shall ensure that the title to such REO Property references this
Agreement. Pursuant to its efforts to sell such REO Property, the Servicer shall
either itself or through an agent selected by it 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 it
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 serviced by it that
has been rented, if any, showing the aggregate rental income received and all
expenses incurred in connection with the management and maintenance of such REO
Property at such times as is necessary to enable the Trustee to comply with the
reporting requirements of the REMIC Provisions; provided, however, that the
Servicer shall have no duty to rent any REO Property on behalf of the Trust. The
net monthly rental income, if any, from such REO Property shall be deposited in
the Servicer Custodial Account no later than the close of business on each
Determination Date. The Servicer shall perform, with respect to the Mortgage
Loans, the tax reporting and withholding required by Sections 1445 and 6050J of
the Code with respect to foreclosures and abandonments, the tax reporting
required by Section 6050H of the Code with respect to the receipt of mortgage
interest from individuals and, if required by Section 6050P of the Code with
respect to the cancellation of indebtedness by certain financial entities, by
preparing such tax and information returns as may be required, in the form
required.
If the Trust acquires any Mortgaged Property as described above or
otherwise in connection with a default or a default which is reasonably
foreseeable on a Mortgage Loan, the Servicer shall dispose of such Mortgaged
Property prior to the end of the third calendar year following the year of its
acquisition by the Trust (such period, the "REO Disposition Period") unless (A)
the Trustee shall have been supplied by the Servicer with an Opinion of Counsel
to the effect that the holding by the Trust of such Mortgaged Property
subsequent to the REO Disposition Period will not result in the imposition of
taxes on "prohibited transactions" (as defined in Section 860F of the Code) on
any REMIC or cause any REMIC Estate to fail to qualify as a separate REMIC at
any time that any Certificates are outstanding, or (B) the Trustee (at the
Servicer's expense), or the Servicer shall have applied for, prior to the
expiration of the REO Disposition Period, and received 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
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such an exemption is obtained, the Trust may continue to hold such Mortgaged
Property (subject to any conditions contained in such Opinion of Counsel) for
the applicable period. Notwithstanding any other provision of this Agreement, no
Mortgaged Property acquired by the Trust shall be rented (or allowed to continue
to be rented) or otherwise used for the production of income by or on behalf of
the Trust in such a manner or pursuant to any terms that would (i) cause such
Mortgaged Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC 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 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.
(c) The Servicer shall promptly notify the Depositor of any Mortgage
Loan which comes into default. The Depositor shall be entitled, at its option,
to repurchase any such defaulted Mortgage Loan from the Trust Estate if (a) in
the Depositor's judgment, the default is not likely to be cured by the Mortgagor
and (b) such Mortgage Loan is 180 days or more delinquent. The purchase price
for any such Mortgage Loan shall be 100% of the unpaid principal balance of such
Mortgage Loan plus accrued interest thereon at the Mortgage Interest
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Rate (less the Servicing Fee Rate for such Mortgage Loan) through the last day
of the month in which such repurchase occurs. Upon the receipt of such purchase
price, the Servicer shall provide to the Trustee or the Custodian the
notification required by Section 3.15 and the Trustee or the Custodian shall
promptly release to the Depositor the Mortgage File relating to the Mortgage
Loan being repurchased.
Section 3.15. Trustee and Custodian 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
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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 serviced by it 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. Servicer Compensation.
The Servicer shall be entitled out of each payment of interest on a
Mortgage Loan (or portion thereof) 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.
Additional servicing compensation in the form of Excess Proceeds,
prepayment penalties, assumption fees, late payment charges and all income and
gain net of any losses realized from Permitted Investments and all other
customary and ancillary income and fees shall be retained by the Servicer to the
extent not required to be deposited in the Servicer Custodial Account pursuant
to Section 3.09(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.
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Section 3.18. Modifications, Waivers, Amendments and Consents.
(a) Subject to this Section 3.18, 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) affect the amount or timing of any related payment of
principal, interest or other amount payable thereunder;
(ii) 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
(iii) otherwise constitute a "significant modification" within the
meaning of Treasury Regulations Section 1.860G-2(b);
unless (A) such Mortgage Loan is 90 days or more past due or (B) the Servicer
delivers to the Trustee an Opinion of Counsel to the effect that such
modification, waiver, forbearance or amendment would not affect the REMIC status
of any REMIC and such modification, waiver, forbearance or amendment is
reasonably likely to produce a greater recovery with respect to such Mortgage
Loan than would liquidation. 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) Any payment of interest, which is deferred pursuant to any
modification, waiver, forbearance or amendment permitted hereunder, shall not,
for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
or such modification, waiver or amendment so permit.
(d) 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 it,
which amount shall be retained by the Servicer as additional servicing
compensation.
(e) The Servicer shall notify the Trustee, in writing, of any
modification, waiver, forbearance or amendment of any term of any Mortgage Loan
and the date thereof, and shall
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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 (or, at the direction of the Trustee, the Custodian) a
copy thereof and (ii) shall deliver to the Trustee (or, at the direction of the
Trustee, the Custodian) such document, with evidence of notification upon
receipt thereof from the public recording office.
Section 3.19. Advances.
The Servicer shall determine on or before each Determination 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 Remittance 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 in the Servicer Custodial Account has been
used by the Servicer in discharge of its obligation to make any such Periodic
Advance. 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 Remittance 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 3.19 as provided in Section 3.11. 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 it no later than the related
Remittance Date.
The Servicer shall deliver to the Trustee on the related Remittance 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 3.20. Annual Statement of Compliance.
Each of the Servicer and the Trustee shall deliver, and shall cause any
Additional Servicer engaged by it to deliver, or otherwise make available to the
Depositor and, in the case of the Servicer, to the Trustee (and the Trustee will
forward to each Rating Agency), no later than March 15th of each calendar year
beginning in 2007, an Officer's Certificate (each, a "Compliance Statement"),
signed by an officer of such party, stating, as to the signer thereof, that (a)
a review of the activities of such party during the preceding calendar year or
portion thereof and of performance of such party under this Agreement or such
applicable agreement in the case of an Additional Servicer has been made under
such officer's supervision and (b) to the best of such officers' knowledge,
based on such review, such party has fulfilled all of its obligations under this
Agreement or such applicable agreement in the case of an Additional Servicer in
all material respects throughout such year, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such
failure known to such officer and
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the nature and status thereof. Such Compliance Statements shall contain no
restrictions or limitations on its use. The obligations of the Servicer and the
Trustee under this Section apply to each entity that acted as Servicer or
Trustee, as applicable, during the applicable period, whether or not such entity
is acting as Servicer or Trustee at the time such Compliance Statement is
required to be delivered.
In the event the Servicer or the Trustee is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and shall use its
reasonable efforts to cause any Additional Servicer that resigns or is
terminated under any applicable servicing agreement to provide, a Compliance
Statement pursuant to this Section 3.20 with respect to the period of time that
the Servicer or the Trustee was subject to this Agreement or such applicable
agreement in the case of an Additional Servicer or the period of time that the
Additional Servicer was subject to such other servicing agreement.
Section 3.21. Assessments of Compliance and Attestation Reports.
(a) Each of the Servicer, the Trustee and the Custodian, each at its own
expense, shall deliver, and shall cause each Servicing Function Participant
engaged by it to deliver, or otherwise make available to the Depositor and the
Trustee on or before March 15th of each calendar year beginning in 2007, a
report regarding such party's assessment of compliance with the Relevant
Servicing Criteria (each, an "Assessment of Compliance"), reasonably
satisfactory to the Depositor and the Trustee, that contains (i) a statement by
such party of its responsibility for assessing compliance with the Relevant
Servicing Criteria, (ii) a statement that such party used the Relevant Servicing
Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such
party's assessment of compliance with the Relevant Servicing Criteria as of and
for the fiscal year covered by the Form 10-K required to be filed pursuant to
Section 3.22(c), including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such
failure and the nature and status thereof and (iv) a statement that a registered
public accounting firm has issued an attestation report on such party's
assessment of compliance with the Relevant Servicing Criteria as of and for such
period.
No later than February 1 of each fiscal year for the Trust for which a
Form 10-K is required to be filed, the Servicer, the Trustee and the Custodian
shall each forward to the Depositor and the Trustee the name of each Servicing
Function Participant engaged by it and what Relevant Servicing Criteria will be
addressed in the report on assessment of compliance prepared by such Servicing
Function Participant. When the Servicer, the Trustee and the Custodian (or any
Servicing Function Participant engaged by them) submit their assessments to the
Depositor and the Trustee, such parties will also at such time include the
assessment (and attestation pursuant to Section 3.21(b)) of each Servicing
Function Participant engaged by it.
Promptly after receipt of such Assessments of Compliance, the Trustee
shall confirm that the Assessments of Compliance, taken individually, address
the Relevant Servicing Criteria for each party as set forth on Exhibit M and
notify the Depositor of any exceptions. None of such parties shall be required
to deliver any such Assessments of Compliance until April 15 in any given year
so long as it has received written confirmation from the Depositor that a Form
10-K is not required to be filed in respect of the Trust for the preceding
calendar year.
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(b) Each of the Servicer, the Trustee and the Custodian, each at its own
expense, shall cause, and shall cause each Servicing Function Participant
engaged by it to cause, on or before March 15th of each calendar year beginning
in 2007, a registered public accounting firm (which may also render other
services to the Servicer, the Trustee, the Custodian 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 a report (each, an
"Attestation Report") to the Depositor and the Trustee, 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
Relevant Servicing Criteria, 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 compliance with the Relevant 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
Relevant Servicing Criteria. In the event that an overall opinion cannot be
expressed, such registered public accounting firm shall state in such
Attestation Report why it was unable to express such an opinion. Each such
related Attestation Report shall be made in accordance with Rules 1-02(a)(3) and
2-02(g) of the Commission's Regulation S-X. Such Attestation Reports must be
available for general use and not contain restricted use language.
Promptly after receipt of such Attestation Reports, the Trustee shall
confirm that each Assessment of Compliance is coupled with a related Attestation
Report and shall notify the Depositor of any exceptions. None of such parties
shall be required to deliver or cause the delivery of such Attestation Reports
until April 15 in any given year so long as it has received written confirmation
from the Depositor that a Form 10-K is not required to be filed in respect of
the Trust for the preceding fiscal year.
(c) In the event the Servicer, the Custodian or the Trustee is
terminated or resigns pursuant to the terms of this Agreement, such party shall
provide, and each such party shall cause any Servicing Function Participant
engaged by it to provide, an Assessment of Compliance pursuant to this Section
3.21, coupled with an Attestation Report as required in this Section 3.21, with
respect to the period of time that the Servicer or the Trustee was subject to
this Agreement.
Section 3.22. Reports to the Commission.
(a) The Trustee and the Servicer shall reasonably cooperate with the
Depositor in connection with the Trust's satisfying its reporting requirements
under the Exchange Act. Without limiting the generality of the foregoing, the
Trustee shall prepare and file on behalf of the Trust any Form 8-K , Form 10-D
and Form 10-K required by the Exchange Act and the rules and regulations of the
Commission thereunder, and the Depositor shall sign such Forms on behalf of the
Trust. Notwithstanding the previous sentence, the Depositor shall file the Form
8-K in connection with the filing of this Agreement.
(b) Within 15 days after each Distribution Date (subject to permitted
extensions under the Exchange Act), the Trustee shall prepare and file on behalf
of the Trust any Form 10-D required by the Exchange Act, in form and substance
as required by the Exchange Act. The Trustee shall file each Form 10-D with a
copy of the Monthly Statement for such Distribution Date attached thereto. Any
disclosure in addition to the Monthly Statement for such Distribution
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Date that is required to be included on Form 10-D ("Additional Form 10-D
Disclosure") shall be reported by the parties set forth on Exhibit N to the
Depositor and the Trustee and approved by the Depositor pursuant to the
following paragraph, and the Trustee will have no duty or liability for any
failure hereunder to determine or prepare any Additional Form 10-D Disclosure
except as set forth in this Section 3.22(b).
As set forth on Exhibit N hereto, within 5 calendar days after the related
Distribution Date, (i) the parties described on Exhibit R shall be required to
provide to the Trustee (at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy by
facsimile to 410-715-2380) and the Depositor, to the extent known by a
responsible officer thereof, in XXXXX-compatible format, or in such other format
as otherwise agreed upon by the Trustee and such party, any Additional Form 10-D
Disclosure, if applicable, together with an Additional Disclosure Notification
in the form of Exhibit S and (ii) the Depositor shall approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-D Disclosure on Form 10-D. The Trustee shall compile all such
information provided to it in a Form 10-D prepared by it. The Trustee has no
duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit N of their duties under this paragraph or proactively solicit
or procure from such parties any Additional Form 10-D Disclosure information.
The Depositor will be responsible for any reasonable fees and expenses assessed
or incurred by the Trustee in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.
After preparing the Form 10-D, the Trustee shall forward electronically a
copy of the Form 10-D to the Depositor for review. Within 2 Business Days prior
to the 15th calendar day after the related Distribution Date, a duly authorized
officer of the Depositor shall sign the Form 10-D and return an electronic or
fax copy of such signed Form 10-D (with an original executed hard copy to
immediately follow) to the Trustee. 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(h)(ii). Promptly (but no later than 1
Business Day) after filing with the Commission, the Trustee will make available
on its internet website a final executed copy of each Form 10-D prepared and
filed by the Trustee. The signing party at the Depositor can be contacted at the
address specified in Section 11.05. Each party to this Agreement acknowledges
that the performance by the Trustee of its duties under this Section 3.22(b)
related to the timely preparation, arrangement for execution and filing of Form
10-D is contingent upon such parties strictly observing all applicable deadlines
in the performance of their duties under this Section 3.22(b) and also
contingent on the Custodian and any Servicing Function Participant strictly
observing deadlines no later than those set forth in this paragraph that are
applicable to parties to this Agreement in the delivery to the Trustee of any
necessary Additional Form 10-D Disclosure pursuant to any custodial agreement or
any other applicable agreement. The Trustee shall have no liability for any
loss, expense, damage, claim arising out of or with respect to any failure to
properly prepare, arrange for execution and/or timely file such Form 10-D, where
such failure results from the Trustee's inability or failure to receive, on a
timely basis, any information from any other party hereto or any Custodian or
any Servicing Function Participant needed to prepare, arrange for execution or
file such Form 10-D, not resulting from its own negligence, bad faith or willful
misconduct.
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(c) On or prior to the 90th day after the end of each fiscal year of the
Trust or such earlier date as may be required by the Exchange Act (the "10-K
Filing Deadline") (it being understood that the fiscal year for the Trust ends
on December 31st of each year), commencing in March 2007, the Trustee shall
prepare and file on behalf of the Trust a Form 10-K, in form and substance as
required by the Exchange Act. Each such Form 10-K shall include the following
items, in each case to the extent they have been delivered to the Trustee within
the applicable time frames set forth in this Agreement:
(i) a Compliance Statement for the Servicer, the Trustee and
each Additional Servicer (each, a "Reporting Servicer") as described under
Section 3.20;
(ii) (A) the Assessment of Compliance for each Reporting.
Servicer, as described under Section 3.21(a) and (c), and (B) if each
Reporting Servicer's Assessment of Compliance identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if each Reporting Servicer's Assessment of Compliance is
not included as an exhibit to such Form 10-K, disclosure that such report
is not included and an explanation why such report is not included;
provided, however, that the Trustee, at its discretion, may omit from the
Form 10-K any Assessment of Compliance described in this clause (ii) or
Attestation Report described in clause (iii) below that is not required to
be filed with such Form 10-K pursuant to Regulation AB;
(iii) (A) the Attestation Report for each Reporting Servicer, as
described under Section 3.21(b) and (c), and (B) if any Reporting
Servicer's Attestation Report identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or
if any Reporting Servicer's Attestation Report is not included as an
exhibit to such Form 10-K, disclosure that such Attestation Report is not
included and an explanation why such Attestation Report is not included;
and
(iv) a Xxxxxxxx-Xxxxx Certification, as described in Section
3.22(e).
Any disclosure or information in addition to (i) through (iv) above that
is required to be included on Form 10-K ("Additional Form 10-K Disclosure")
shall, pursuant to the paragraph immediately below, be reported by the parties
set forth on Exhibit O to the Depositor and the Trustee and approved by the
Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-K Disclosure absent
such reporting, direction and approval.
As set forth on Exhibit O hereto, no later than March 1 of each year that
the Trust is subject to the Exchange Act reporting requirements, commencing in
2007, (i) the parties described in Exhibit O shall be required to provide to the
Trustee (at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy by facsimile to
410-715-2380) and the Depositor, to the extent known by a responsible officer
thereof, in XXXXX-compatible format, or in such other format as otherwise agreed
upon by the Trustee and such party, together with an Additional Disclosure
Notification in the form of Exhibit S and (ii) the Depositor shall approve, as
to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K. The Trustee shall compile all such
information provided to it in a Form 10-K prepared by it. The Trustee has no
duty under this Agreement to monitor or
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enforce the performance by the parties listed on Exhibit O of their duties under
this paragraph or proactively solicit or procure from such parties any
Additional Form 10-K Disclosure information. The Depositor will be responsible
for any reasonable fees and expenses assessed or incurred by the Trustee in
connection with including any Additional Form 10-K Disclosure on Form 10-K
pursuant to this paragraph.
After preparing the Form 10-K, the Trustee shall forward electronically a
copy of the Form 10-K to the Depositor for review. No later than 5:00 p.m.
New
York City time on the 4th Business Day prior to the 10-K Filing Deadline, a
senior officer of the Depositor in charge of securitization shall sign the Form
10-K and return an electronic or fax copy of such signed Form 10-K (with an
original executed hard copy to immediately follow) 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(g).
Promptly (but no later than 1 Business Day) after filing with the Commission,
the Trustee will make available on its internet website a final executed copy of
each Form 10-K prepared and filed by the Trustee. The signing party at the
Depositor can be contacted at the address specified in Section 11.05. 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, arrangement
for execution and filing of Form 10-K is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under this
Section 3.22(c), Section 3.22(e), Section 3.20 and Section 3.21 and is also
contingent upon the Custodian and any Servicing Function Participant strictly
observicing deadlines no later than those set forth in this paragraph that are
applicable to the parties to this Agreement in the delivery to the Trustee of
any necessary Additional Form 10-K Disclosure, any Compliance Statement, any
Assessment of Compliance and any Attestation Report pursuant to any custodial
agreement or any other applicable agreement. The Trustee shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file such Form
10-K, where such failure results from the Trustee's inability or failure to
receive, on a timely basis, any information from any other party hereto or any
Servicing Function Participant needed to prepare, arrange for execution or file
such Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.
(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 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 other than the initial
Form 8-Ks filed in connection with the issuance of the Certificates ("Form 8-K
Disclosure Information") shall be reported by the parties set forth on Exhibit P
to the Depositor and the Trustee and approved by the Depositor pursuant to the
following paragraph, and the Trustee will have no duty or liability for any
failure hereunder to determine or prepare any Form 8-K Disclosure Information or
any Form 8-K, except as set forth in this Section 3.22(e).
As set forth on Exhibit P hereto, no later than the end of business on the
2nd Business Day after the occurrence of a Reportable Event (i) the parties to
this transaction shall be required to provide to the Trustee (at
xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy by facsimile to
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410-715-2380) and to the Depositor, to the extent known by a responsible officer
thereof, in XXXXX-compatible format, or in such other format as otherwise agreed
upon by the Trustee and such party, any Form 8-K Disclosure Information, if
applicable, together with an Additional Disclosure Notification in the form of
Exhibit S and (ii) the Depositor shall approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information. The Trustee shall compile all such information provided to it in a
Form 8-K prepared by it. The Trustee has no duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit P of their duties
under this paragraph or proactively solicit or procure from such parties any
Form 8-K Disclosure Information. The Depositor will be responsible for any
reasonable fees and expenses assessed or incurred by the Trustee in connection
with including any Form 8-K Disclosure Information on Form 8-K pursuant to this
paragraph.
After preparing the Form 8-K, the Trustee shall forward electronically a
draft copy of the Form 8-K to the Depositor for review. No later than the close
of business on the 3rd Business Day after the Reportable Event, the Depositor
shall notify the Trustee of any changes to or approval of such Form 8-K. No
later than Noon
New York City time on the 4th Business Day after the Reportable
Event, a duly authorized 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 immediately follow) to the Trustee. 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(h)(ii). Promptly
(but no later than 1 Business Day) after filing with the Commission, the Trustee
will make available on its internet website a final executed copy of each Form
8-K prepared and filed by the Trustee. The signing party at the Depositor can be
contacted at the address specified in Section 11.05. The parties to this
Agreement acknowledge that the performance by the Trustee of its duties under
this Section 3.22(d) related to the timely preparation, arrangement for
execution and filing of Form 8-K is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under this
Section 3.22(d) and is also contingent upon the Custodian and any Servicing
Function Participant strictly observing deadlines no later than those set forth
in this paragraph that are applicable to the parties to this Agreement in the
delivery to the Trustee of any necessary From 8-K Disclosure Information
Pursuant to any custodial agreement or any other applicable agreement. The
Trustee shall have no liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare, arrange for execution
and/or timely file such Form 8-K, where such failure results from the Trustee's
inability or failure to receive, on a timely basis, any information from any
other party hereto or any Custodian or any Servicing Function Participant needed
to prepare, arrange for execution or file such Form 8-K, not resulting from its
own negligence, bad faith or willful misconduct.
(e) Each Form 10-K shall include a certification (the "Xxxxxxxx-Xxxxx
Certification"), exactly as set forth in Exhibit Q attached hereto, required to
be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Trustee shall
provide, and shall cause any Servicing Function Participant engaged by it to
provide, to the Person who signs the Xxxxxxxx-Xxxxx Certification (the
"Certifying Person"), by March 15th of each year in which the Trust is subject
to the reporting requirements of the Exchange Act and otherwise within a
reasonable period of time upon request, a certification (each, a "Back-up
Certification"), in the form attached hereto as Exhibit R, upon which the
Certifying Person, the entity for which the
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Certifying Person acts as an officer, and such entity's officers, directors and
Affiliates (collectively with the Certifying Person, "Certification Parties")
can reasonably rely. The senior officer of the Depositor in charge of
securitization shall serve as the Certifying Person on behalf of the Trust. Such
officer of the Certifying Person can be contacted at the address specified in
Section 11.05. In the event the Trustee or any Servicing Function Participant
engaged by it is terminated or resigns pursuant to the terms of this Agreement,
or any applicable sub-servicing agreement, as the case may be, such party shall
provide a Back-up Certification to the Certifying Person pursuant to this
Section 3.22(e) with respect to the period of time it was subject to this
Agreement or any applicable sub-servicing agreement, as the case may be.
(f) Upon any filing with the Commission prepared and filed by the
Trustee, the Trustee shall promptly deliver or make available to the Depositor a
copy of any such executed report, statement or information.
(g) (i) The obligations set forth in paragraphs (a) through (f) of
this Section shall only apply with respect to periods for which reports are
required to be filed with respect to the Trust under the Exchange Act. On or
prior to January 30 of the first year in which the Trustee is able to do so
under applicable law, unless otherwise requested by the Depositor, the Trustee
shall prepare and file with the Commission a Form 15 Suspension Notification
executed by the Depositor with respect to the Trust. At the beginning of the
calendar year after the filing of a Form 15 Suspension Notification, if the
Depositor or the Certificate Registrar determines that the number of
Certificateholders of the Offered Certificates 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, it shall promptly notify the Trustee
and the Trustee shall recommence preparing and filing reports on Form 8-K, 10-D
and 10-K as required pursuant to this Section and the then-current reporting
requirements of the Exchange Act and the parties hereto will again have the
obligations set forth in paragraphs (a) through (f) of this Section.
(ii) In the event that the Trustee is unable to timely file with
the Commission all or any required portion of any Form 8-K, 10-D or 10-K
required to be filed by this Agreement because required disclosure
information was either not delivered to it or delivered to it after the
delivery deadlines set forth in this Agreement or for any other reason,
the Trustee will immediately electronically notify the Depositor of such
inability to make a timely filing with the Commission. In the case of Form
10-D and 10-K, the Depositor and the Trustee will cooperate to prepare and
file a Form 12b-25 and a 10-D/A and 10-K/A as applicable, pursuant to Rule
12b-25 of the Exchange Act. In the case of Form 8-K, the Trustee will,
upon receipt of all required Form 8-K Disclosure Information and upon the
approval and direction of the Depositor, include such disclosure
information on the next Form 10-D. In the event that any previously filed
Form 8-K, 10-D or 10-K needs to be amended, the Trustee will notify the
Depositor and such other parties to the transaction are as affected by
such amendment, and such parties agree to cooperate to prepare any
necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any
amendment to Form 8-K, 10-D or 10-K shall be signed by a duly authorized
officer (and a senior officer with respect to the Form 10-K) of the
Depositor. The parties to this Agreement acknowledge that the performance
by the Trustee of its duties under this Section 3.22(g) related to the
timely preparation, arrangement for execution and filing of
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Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is
contingent upon each such party performing its duties under this Section
3.22(g). The Trustee shall have no liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly
prepare, arrange for execution and/or timely file any such Form 15, Form
12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure
results from the Trustee's inability or failure to receive, on a timely
basis, any information from any other party hereto or any Custodian or
Servicing Function Participant needed to prepare, arrange for execution or
file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or
10-K, not resulting from its own negligence, bad faith or willful
misconduct.
(h) Notwithstanding the provisions of Section 11.01, this Section 3.22
may be amended without the consent of the Certificateholders.
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01. Servicer's Certificate.
Each month, not later than 12:00 noon Eastern time on the 18th calendar
day of such month (or if such day is not a Business Day, the following Business
Day), the Servicer shall deliver to the Trustee, a Servicer's Certificate
(containing the data elements set forth on Exhibit T in a 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 delivered by the Servicer 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 Certificates, 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 Certificate (other than a Residual
Certificate), by wire transfer or by such other means of payment as such
Certificateholder and the Trustee shall agree upon, such Certificateholder's
Percentage Interest in the amount to which the related Class of Certificates is
entitled in accordance with the priorities set forth below in Section 5.02.
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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) to the
extent not previously paid, the amount payable to the Trustee pursuant to
Section 3.11(b)(2) and shall pay such funds to itself and (2) the Pool
Distribution Amount for each Loan Group, in an amount 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, first, to
distributions in respect of the Uncertificated Lower-Tier Interests and then to
the Uncertificated Subsidiary Lower-Tier Interests as specified in this Section
5.02(a) and to the Class 1-A-R Certificate, and then to distributions on the
Certificates (other than the Class 1-A-R Certificate). Distributions shall be
made on the Certificates in the following order of priority and to the extent of
such funds, paying the Senior Certificates of each Group solely from the
applicable Pool Distribution Amount and paying the Subordinate Certificates
solely from the combined remaining Pool Distribution Amounts for all Loan
Groups, in the following order of priority and to the extent of such funds:
(i) to each Class of Senior Certificates, 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 each Class of Senior Certificates, 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);
(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;
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(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;
(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, the Subsidiary
Lower-Tier Certificate Sub-Account, the Lower-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,
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up to, with respect to each Class, the amount of loss borne by such Class. Any
Reimbursement Amount remaining after the application described in the preceding
sentence shall be included in the Pool Distribution Amount for the applicable
Loan Group.
Distributions on the Uncertificated Lower-Tier Interests. 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 fourth succeeding paragraph. For purposes of calculating the
interest distributable in respect of each Uncertificated Lower-Tier Interest and
any Distribution Date, Non-Supported Interest Shortfalls and Relief Act
Reductions related to a Loan Group shall be allocated to the related
Uncertificated Lower-Tier Interests pro rata based on, and to the extent of, one
month's interest at the then applicable pass-through rate on such Uncertificated
Lower-Tier Interest. Any Non-Supported Interest Shortfalls and Relief Act
Reductions allocated to the Uncertificated Lower-Tier Interests pursuant to this
paragraph shall be (a) from Non-Supported Interest Shortfalls and Relief Act
Reductions allocated to Loan Group 1 in the case of Uncertificated Lower-Tier
Interests beginning with the numeral "1," (b) from Non-Supported Interest
Shortfalls and Relief Act Reductions allocated to Loan Group 2 in the case of
Uncertificated Lower-Tier Interests beginning with the numeral "2," (c) from
Non-Supported Interest Shortfalls and Relief Act Reductions allocated to Loan
Group 3 in the case of Uncertificated Lower-Tier Interests beginning with the
numeral "3" and (d) from Non-Supported Interest Shortfalls and Relief Act
Reductions allocated to Loan Group 4 in the case of Uncertificated Lower-Tier
Interests beginning with the numeral "4."
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 the Pool
Distribution Amount for Loan Group 1 to Uncertificated Lower-Tier Interests
beginning with the numeral "1," (b) from the Pool Distribution Amount for Loan
Group 2 to Uncertificated Lower-Tier Interests beginning with the numeral "2,"
(c) from the Pool Distribution Amount for Loan Group 3 to Uncertificated
Lower-Tier Interests beginning with the numeral "3" and (d) from the Pool
Distribution Amount for Loan Group 4 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, 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 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, Class 2-L Interest, Class
3-L Interest and Class 4-L Interest. Any
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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 Net WAC for the Group 1 Mortgage Loans. The
pass-through rate with respect to the Class 2-L Interest and the Class 2-LS
Interest shall be the Net WAC for the Group 2 Mortgage Loans. The pass-through
rate with respect to the Class 3-L Interest and the Class 3-LS Interest shall be
the Net WAC for the Group 3 Mortgage Loans. The pass-through rate with respect
to the Class 4-L Interest and the Class 4-LS Interest shall be the Net WAC for
the Group 4 Mortgage Loans. 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."
Distributions on the Uncertificated Subsidiary Lower-Tier Interests. On
each Distribution Date, each Uncertificated Subsidiary Lower-Tier Interest shall
receive distributions in respect of principal in an amount equal to the amount
of principal distributed to its respective Corresponding Upper-Tier Class or
Classes as provided herein and shall have its prinicipal balance increased in
the event of Recoveries in an amount equal to any such increase in the Class
Certificate Balance of the respective Corresponding Upper-Tier Class or Classes
pursuant to Section 5.03(b). On each Distribution Date, each Uncertificated
Subsidiary Lower-Tier Interest shall receive distributions in respect of
interest in an amount equal to the Interest Distribution Amount in respect of
its Corresponding Upper-Tier Class or Classes as reduced by Non-Supported
Interest Shortfalls and Relief Act Reductions to the extent actually distributed
thereon. Such amounts distributed to the Uncertificated Subsidiary Lower-Tier
Interests in respect of principal and interest with respect to any Distribution
Date are referred to herein collectively as the "Subsidiary Lower-Tier
Distribution Amount."
As of any date, the principal balance of each Uncertificated Subsidiary
Lower-Tier Interest equals the aggregate of the Class Certificate Balances of
the respective Corresponding Upper-Tier Class or Classes. The initial principal
balance of each Uncertificated Subsidiary
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Lower-Tier Interest equals the aggregate of the Initial Class Certificate
Balances of the respective Corresponding Upper-Tier Class or Classes.
The pass-through rate with respect to the Class 1-A-SL1 Interest and the
Class 1-A-SLR Interest shall be the weighted average of the Class 1-L Interest
and the Class 1-LS Interest. The pass-through rate with respect to the Class
2-A-SL1 Interest shall be the weighted average of the Class 2-L Interest and the
Class 2-LS Interest. The pass-through rate with respect to the Class 3-A-SL1
Interest shall be the weighted average of the Class 3-L Interest and the Class
3-LS Interest. The pass-through rate with respect to the Class 4-A-SL1 Interest
shall be the weighted average of the Class 4-L Interest and the Class 4-LS
Interest. The pass-through rate with respect to the Class 4-A-SL1 Interest shall
be the Net WAC for the Group 4 Mortgage Loans. The pass-through rate with
respect to the Class B-SL1 Interest, Class B-SL2 Interest, Class B-SL3 Interest,
Class B-SL4 Interest, Class B-SL5 Interest and Class B-SL6 Interest shall be the
weighted average of the Class 1-LS Interest, Class 2-LS Interest, the Class 3-LS
Interest and the Class 4-LS Interest.
(b) (i) With respect to the Group 1 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 1 Senior
Certificates pursuant to Section 5.02(a)(ii) for such Distribution
Date, will be distributed, 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 Group 2 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 2 Senior
Certificates pursuant to Section 5.02(a)(ii) for such Distribution
Date, will be distributed 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 Group 3 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 3 Senior
Certificates pursuant to Section 5.02(a)(ii) for such Distribution
Date, will be distributed 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 Group 4 Senior Certificates:
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On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 4 Senior
Certificates pursuant to Section 5.02(a)(ii) for such Distribution
Date, will be distributed concurrently, to the following classes of
Group 4 Senior Certificates, concurrently, as follows:
(A) 95.5612796394%, sequentially, as follows:
(1) to the Class 4-A-1 Certificates, until their
Class Certificate Balance has been reduced to zero;
(2) to the Class 4-A-2 Certificates, until their
Class Certificate Balance has been reduced to zero;
(3) to the Class 4-A-3 Certificates, until their
Class Certificate Balance has been reduced to zero; and
(B) 4.4387203606% to the Class 4-A-4 Certificates,
until their Class Certificate Balance has been reduced to zero.
(v) On each Distribution Date on or after the Senior Credit
Support Depletion Date, notwithstanding the allocation and priority set
forth above, the portion of the Pool Distribution Amount with respect to a
Loan Group available to be distributed as principal of the Senior
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.
(vi) Notwithstanding the foregoing, on each Distribution Date
prior to the Senior Credit Support Depletion Date but on or after the date
on which the aggregate Class Certificate Balance of the Senior
Certificates of any Group has been reduced to zero, amounts otherwise
distributable from the Unscheduled Principal Amounts with respect to the
Related Loan Group on the Subordinate Certificates will be paid as
principal to the remaining classes of Senior Certificates of the other
Groups in accordance with the priorities set forth for the applicable
Group in clause (i), (ii), (iii) or (iv) above, provided that on such
Distribution Date (a) the Total Subordinate Percentage for such
Distribution Date is less than twice the initial Total 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
Senior Certificates of two or more Groups remain outstanding, the
distributions described above will be made to the Senior Certificates of
such Groups, pro rata, in proportion to the aggregate Class Certificate
Balance of the Senior Certificates of each such Group. In addition, after
giving effect to the second preceding sentence, if on any Distribution
Date the aggregate Class Certificate Balance of the Senior 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"),
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all amounts otherwise distributable as principal on the Subordinate
Certificates pursuant to Sections 5.02(a)(iii)(L), (J), (H), (F), (D) and
(B), in that order, will be paid as principal to the Senior Certificates
of the Undercollateralized Group 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 Senior 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 Sections 5.02(a)(iii)(L), (J), (H),
(F), (D) and (B) and, in that order; such amount will be paid to the
Senior Certificates of such Undercollateralized Group 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 Senior Certificates of each such Group exceeds
the Adjusted Pool Amount of the Related Loan Group.
(c) On each Distribution Date, Accrued Certificate Interest for each
Class of Certificates for such Distribution Date shall be reduced by such
Class's pro rata share, based on such Class's 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
related 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 Prior Period.
(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
immediately prior to such Distribution Date (for each Class, 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 of Subordinate Certificates
which have a higher numerical Class designation than such Class (the "Restricted
Classes") and the Class Certificate Balances of the Restricted Classes of
Subordinate Certificates will not be used in determining the Pro Rata Share for
the Subordinate Certificates that are not Restricted Classes. If the aggregate
Class Certificate Balances of the Subordinate Certificates that are not
Restricted Classes are reduced to zero, notwithstanding the previous sentence,
any funds remaining will be distributed sequentially to the Subordinate
Certificates that are Restricted Classes of such Related Group in order of their
respective numerical Class designations (beginning with the Class of Subordinate
Certificates that is a Restricted Class then outstanding with the lowest
numerical Class designation).
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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 the operation of Section 5.03(b).
(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 Senior Certificates and Subordinate 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 Senior Certificates of each Group in the aggregate shall be
reduced or increased on each Distribution Date by the amount, if any, necessary
such that the aggregate of the Class Certificate Balances of all outstanding
Classes of Senior Certificates of such Group (after giving effect to the amount
to be distributed as a distribution of principal on such Distribution Date)
equals the Adjusted Pool Amount for the Related Loan Group for such Distribution
Date.
Any such reduction or increase shall be allocated among the Senior
Certificates of such Group based on the Class Certificate Balances immediately
prior to such Distribution Date until the Class Certificate Balances thereof
have been reduced to zero.
(c) Any reduction or increase in the Class Certificate Balance of a
Class of Certificates pursuant to Section 5.03(b) above shall be allocated among
the Certificates of such Class in proportion to their respective Percentage
Interests.
(d) The calculation of the amount to be distributed as principal to any
Class of Subordinate 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 Subordinate 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 (i) 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 (ii) then to the
Senior Certificates of such Group, pro rata, in accordance with the priorities
set forth in Section 5.02.
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(e) After the Senior Credit Support Depletion Date:
(i) 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.
Any increase in the Class Certificate Balance allocated to the Class 1-A-1
Certificates pursuant to Section 5.03(b) will instead increase the Class
Certificate Balance of the Class 1-A-2 Certificates.
(ii) 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.
Any increase in the Class Certificate Balance allocated to the Class 2-A-1
Certificates pursuant to Section 5.03(b) will instead increase the Class
Certificate Balance of the Class 2-A-2 Certificates.
(iii) 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.
Any increase in the Class Certificate Balance allocated to the Class 3-A-1
Certificates pursuant to Section 5.03(b) will instead increase the Class
Certificate Balance of the Class 3-A-2 Certificates.
(iv) On any Distribution Date on which the Class 4-A-4 Loss
Allocation Amount is greater than zero, the Class Certificate Balance of
the Class 4-A-4 Certificates will be reduced by the Class 4-A-4 Loss
Allocation Amount and, notwithstanding Section 5.03(b), the Class
Certificate Balances of the Class 4-A-1, Class 4-A-2 and Class 4-A-3
Certificates will not be reduced by the Class 4-A-4 Loss Allocation
Amount.
Any increase in the Class Certificate Balances allocated to the Class
4-A-1, Class 4-A-2 or Class 4-A-3 Certificates pursuant to Section 5.03(b) will
instead increase the Class Certificate Balance of the Class 4-A-4 Certificates.
(f) Notwithstanding any other provision of this Section 5.03, no Class
Certificate Balance of a Class will be increased on any Distribution Date such
that the Class Certificate Balance of such Class exceeds its Initial Class
Certificate Balance less all distributions of principal previously distributed
in respect of such Class on prior Distribution Dates.
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(g) With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.03 will be allocated to each Uncertificated
Lower-Tier REMIC Interest as described in Section 5.02(a) and to each
Uncertificated Subsidiary Lower-Tier Interest in an amount equal to the Realized
Losses allocated to such Uncertificated Subsidiary Lower-Tier Interest's
Corresponding Upper-Tier Class or Classes.
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 Certificate delivered to
the Trustee pursuant to Section 4.01, the Trustee shall determine the following
information with respect to such Distribution Date:
(i) the actual Distribution Date, the related Record Date and
the Interest Accrual Period for each Class for such Distribution Date;
(ii) for each Loan Group, the related Pool Distribution Amount;
(iii) for each Loan Group, the amount of the Pool Distribution
Amount allocable to principal, separately identifying the aggregate amount
of any Principal Prepayments, Liquidation Proceeds and other components
included therein;
(iv) for each Loan Group, the amount of the Pool Distribution
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
before 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 preceding Distribution Date and the related Distribution Date;
(viii) for each Loan Group, the Senior Percentage, the Senior
Prepayment Percentage, the Subordinate Percentage and the Subordinate
Prepayment Percentage for such Distribution Date;
(ix) the Total Senior Percentage and the Total Subordinate
Percentage for such Distribution Date;
(x) the amount of the Servicing Fee paid to or retained by the
Servicer with respect to each Loan Group and such Distribution Date and
the amount of the Trustee Fee paid to or retained by the Trustee with
respect to each Loan Group and such Distribution Date;
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(xi) the Pass-Through Rate for each such Class of Certificates
with respect to such Distribution Date;
(xii) for each Loan Group, the amount of Periodic Advances
included in the distribution on such Distribution Date and the aggregate
amount of Periodic Advances outstanding as of the close of business on the
Determination Date immediately preceding such Distribution Date;
(xiii) for each Loan Group, the number and aggregate principal
amounts of Mortgage Loans (A) delinquent (exclusive of Mortgage Loans in
foreclosure or bankruptcy) 1 to 30 days, 31 to 60 days, 61 to 90 days and
91 or more days, (B) in foreclosure, as of the close of business on the
last day of the calendar month preceding such Distribution Date and (C) in
bankruptcy, as of the close of business on the last day of the calendar
month preceding such Distribution Date;
(xiv) for each Loan Group, with respect to any Mortgage Loans that
became REO Properties during the preceding calendar month, the aggregate
number of such Mortgage Loans and the aggregated Stated Principal Balance
of such Mortgage Loans as of the close of business on the Determination
Date preceding such Distribution Date and the date of acquisition of the
REO Properties;
(xv) for each Loan Group, the total number and principal balance
of any REO Properties (and market value, if available) as of the close of
business on the Determination Date preceding such Distribution Date;
(xvi) for each Loan Group, the aggregate amount of Realized Losses
incurred during the preceding calendar month;
(xvii) for each Loan Group, the Reimbursement Amount;
(xviii) for each Loan Group, the amount of Recoveries;
(xix) for each Loan Group, the number of Mortgage Loans at the end
of the applicable reporting period, and the Net WAC and weighted average
remaining term;
(xx) unless such information is otherwise set forth in the Form
10-D relating to such Distribution Date and provided that the Trustee is
reasonably able to include such information in the statement, material
breaches of Mortgage Loan representations and warranties of which the
Trustee has knowledge or has received written notice; and
(xxi) unless such information is otherwise set forth in the Form
10-D relating to such Distribution Date and provided that the Trustee is
reasonably able to include such information in the statement, material
breaches of any covenants under this Agreement of which the Trustee has
knowledge or has received written notice.
For all purposes of this Agreement, with respect to any Mortgage Loan,
delinquencies shall be determined and reported based on the so-called "MBA"
methodology for determining delinquencies on mortgage loans similar to the
Mortgage Loans. By way of example, a
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Mortgage Loan would be delinquent with respect to a Scheduled Payment due on a
Due Date if such Scheduled Payment is not made by the close of business on the
Mortgage Loan's next succeeding Due Date, and a Mortgage Loan would be more than
30-days Delinquent with respect to such Scheduled Payment if such Scheduled
Payment were not made by the close of business on the Mortgage Loan's second
succeeding Due 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 make available 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 (a "Monthly Statement").
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. The Trustee's
Internet website shall initially be located at "xxx.xxxxxxx.xxx." Assistance in
using the 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) and (iv) 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
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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 and 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 obtain for each REMIC a
taxpayer identification number on Form SS-4 and any similarly required state or
local forms or as otherwise permitted by the Internal Revenue Service, and shall
furnish or cause to be furnished to the Internal Revenue Service, on Form 8811
and any similarly required state or local forms 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 and 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 (and any similar required
state or local income tax returns) 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
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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 the
applicable 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 each of the Upper-Tier REMIC
and the Lower-Tier REMICs. 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
REMICs.
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 any REMIC created hereunder shall exist, the Trustee, the
Depositor and the Servicer shall act in accordance herewith to assure continuing
treatment of each REMIC created hereunder as a REMIC and avoid the imposition of
tax on each REMIC created hereunder. In particular:
(a) The Trustee shall not create, or permit the creation of, any
"interests" in any REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Regular Certificates, the Residual
Certificate, the Uncertificated Lower-Tier Interests and the Uncertificated
Subsidiary Lower-Tier Interests.
(b) Except as otherwise provided in the Code, (i) the Depositor and the
Servicer shall not contribute to the Trust Estate and the Trustee shall not
accept property unless substantially all of the property held in each REMIC
constitutes either "qualified mortgages" or "permitted investments" as defined
in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be
contributed to any REMIC 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 such REMIC imposed by Code Section 860G(d).
(c) The Trustee shall not accept on behalf of any REMIC any fee or
other compensation for services and neither the Trustee nor the Servicer shall
knowingly accept, on
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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 Sections 2.02 and 2.04),
unless such sale is pursuant to a "qualified liquidation" of the applicable
REMIC as defined in Code Section 860F(a)(4)(A) and in accordance with Article X.
(e) The Trustee shall maintain books with respect to the Trust and
each REMIC on a calendar year taxable year and on an accrual basis.
Neither the Servicer nor the Trustee shall engage in a "prohibited
transaction" (as defined in Code Section 860F(a)(2)), except that, with the
prior written consent of the Servicer and the Depositor, the Trustee may engage
in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and
(d); provided that the Servicer shall have delivered to the Trustee an Opinion
of Counsel to the effect that such transaction will not result in the imposition
of a tax on any REMIC created hereunder and will not disqualify any such REMIC
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.
Neither the Servicer nor the Trustee shall, unless the Mortgagor is in default
with respect to the Mortgage Loan or such default is, in the judgment of the
Servicer, reasonably foreseeable, permit any modification with respect to any
Mortgage Loan that would (i) change the Mortgage Rate, defer or forgive the
payment thereof of any principal or interest payments, reduce the Scheduled
Principal Balance (except for actual payments of principal) or extend the final
maturity date with respect to such Mortgage Loan, (ii) affect adversely the
status of any REMIC as a REMIC or (iii) cause any REMIC to be subject to a tax
on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions. Further, neither the Servicer nor the Trustee shall permit any
modification with respect to any Mortgage Loan that would both (x) effect an
exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the
Treasury regulations and (y) cause any REMIC constituting part of the Trust
Estate to fail to qualify as a REMIC under the Code or the imposition of any tax
on "prohibited transactions" or "contributions" after the Startup Day under the
REMIC Provisions.
Section 5.09. Servicer and Trustee Indemnification.
In the event that any REMIC created hereunder fails to qualify as a REMIC,
loses its status as a REMIC, or incurs federal, state or local taxes as a result
of a prohibited transaction or prohibited contribution under the REMIC
Provisions due solely to (i) the negligent performance by the Trustee of its
duties and obligations set forth herein or (ii) any state, local or franchise
taxes imposed upon the Trust Estate as a result of the location of the Trustee
or any co-trustee, the Trustee shall indemnify the Trust Estate against any and
all losses, claims, damages, liabilities or expenses ("Losses") resulting from
such negligence, including, without limitation, any reasonable attorneys' fees
imposed on or incurred as a result of a breach of the Trustee's or any
co-trustee's covenants.
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In the event that any REMIC created hereunder fails to qualify as a REMIC,
loses its status as a REMIC, or incurs federal, state or local taxes as a result
of a prohibited transaction or prohibited contribution under the REMIC
Provisions due solely to (i) the negligent performance by the Servicer of its
duties and obligations set forth herein or (ii) any state, local or franchise
taxes imposed upon the Trust Estate as a result of the location of the Servicer,
the Servicer shall indemnify the Trust Estate against any and all Losses
resulting from such negligence, including, without limitation, any reasonable
attorneys' fees imposed on or incurred as a result of a breach of the Servicer's
covenants.
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-1A1, X-0X0, X-0XX, X-0X0,
X-0X0, X-0X0, X-0X0, X-0X0, A-4A2, A-4A3, A-4A4, B-B1, B-B2, B-B3, B-B4, B-B5,
B-B6 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 (or a
Custodian on its behalf) of the documents specified in Section 2.01. The Classes
of Certificates shall be available to investors in minimum denominations of
initial Certificate Balance and integral multiples in excess thereof 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
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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 Book-Entry
Certificates may not be transferred by the Trustee except to another Depository;
(B) the Depository shall maintain book-entry records with respect to the
Certificate Owners and with respect to ownership and transfers of such
Book-Entry Certificates; (C) ownership and transfers of registration of the
Book-Entry Certificates on the books of the Depository shall be governed by
applicable rules established by the Depository; (D) the Depository may collect
its usual and customary fees, charges and expenses from its Depository
Participants; (E) the Trustee shall deal with the Depository as the
representative of the Certificate Owners of the Book-Entry Certificates for
purposes of exercising the rights of Holders under this Agreement, and requests
and directions for and votes of the Depository shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and
(F) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to
indirect participating firms and persons shown on the books of such indirect
participating firms as direct or indirect Certificate Owners.
(ii) All transfers by Certificate Owners of Book-Entry
Certificates shall be made in accordance with the procedures established
by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall only transfer
Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures.
(iii) If the Depository advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and the Trustee or the Depositor is unable
to locate a qualified successor, the Trustee shall notify all Certificate
Owners, through the Depository, of the occurrence of such event and of the
availability of definitive, fully-registered Certificates (the "Definitive
Certificates") to 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
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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 Sponsor, 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
substantially 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
(other than a Class 1-A-R 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 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 Depositor, 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
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the beneficial interest in any such Class of ERISA-Restricted Certificates,
unless the Certificate Registrar shall have received from the transferee an
alternative representation or an Opinion of Counsel 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 of an Opinion of Counsel
satisfactory to the Trustee 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 a
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 a Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a
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 a Residual
Certificate unless such Ownership Interest is a pro rata undivided
interest.
(iii) In connection with any proposed transfer of any Ownership
Interest in a Residual Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit
substantially 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 a Residual
Certificate to such proposed transferee shall be effected.
(v) No Ownership Interest in a 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
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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 a Residual Certificate
will not be disregarded for federal income tax purposes.
(vi) Any attempted or purported transfer of any Ownership
Interest in a 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 a Residual
Certificate, then the prior Holder of such Residual Certificate that is a
Permitted Transferee shall, upon discovery that the registration of
transfer of such 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 such Residual Certificate. The
Trustee shall be under no liability to any Person for any registration of
transfer of a Residual Certificate that is in fact not permitted by this
Section 6.02 or for making any distributions due on such 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 a Residual Certificate
that was in fact not a Permitted Transferee at the time such distributions
were made all distributions made on such Residual Certificate. Any such
distributions so recovered by the Trustee shall be distributed and
delivered by the Trustee to the prior Holder of such Residual Certificate
that is a Permitted Transferee.
(vii) If any Person other than a Permitted Transferee acquires any
Ownership Interest in a 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 a 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.
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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 Depositor,
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
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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
the successor or surviving Person to the Servicer shall be qualified to service
mortgage loans on behalf of FNMA or FHLMC.
In connection with the succession to the Servicer under this Agreement by
any Person (i) into which the Servicer may be merged or consolidated or (ii)
which may be appointed as a successor to the Servicer, the Servicer shall notify
the Depositor of such succession or appointment and shall furnish to the
Depositor and the Trustee in writing and in form and substance reasonably
satisfactory to the Depositor and the Trustee, all information reasonably
necessary for the Trustee to accurately and timely report, pursuant to Section
3.22(d), the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if
such reports under the Exchange Act are required to be filed under the Exchange
Act).
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 of 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
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expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Estate (except any expenses, costs
or liabilities incurred as a result of any breach of representations or
warranties of the related party or by reason of willful misfeasance, bad faith
or gross negligence in the performance of duties of such party hereunder or by
reason of reckless disregard of obligations and duties of such party hereunder),
and the Depositor and the Servicer shall each 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. 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.
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 remit amounts to the Trustee for
deposit in the Certificate Account which continues unremedied for a period of
two 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
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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) failure by the Servicer to duly perform, within the required time
period, its obligations under Section 3.20, Section 3.21 or Section 3.22; or
(f) failure by the Servicer to make a Periodic Advance required to be
made by it pursuant to Section 3.19 which failure continues unremedied at 3:00
P.M.
New York time on the Business Day prior to the related Distribution Date.
then, (i) in the case of an Event of Default described in clauses (a) through
(e) hereof, so long as such Event of Default is actually known by a Responsible
Officer of the Trustee and 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; and (ii) in the case of an Event of Default described in clause (f)
hereof, so long as such event is known by a Responsible Officer of the Trustee,
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 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
Periodic Advance which the Servicer failed to make. On or after the receipt by
the Servicer of such written notice and subject to Section 8.05, 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 and Section 8.05(a), 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
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of Default occurring prior to such termination, subject to the terms and
conditions of this Agreement.
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% (or such other percentage
as may be required herein) 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 satisfactory
to it 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 subject the Trustee
to a risk of 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 a Responsible Officer of 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 such Servicer's failure to remedy
the same after notice, the Trustee shall give notice thereof to the Servicer. If
a Responsible Officer of the Trustee shall have knowledge of an Event of
Default, the Trustee shall give prompt written notice thereof to the
Certificateholders in accordance with Section 8.01.
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Section 8.05. Trustee to Act; Appointment of Successor.
(a) Within 90 days of the time the Servicer receives a notice of
termination pursuant to Section 8.01, the Trustee (or other named successor)
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 and
thereof, as applicable, 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 under this Agreement, (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 (a) acting in its capacity as successor to
the Servicer in its obligation to make advances (including Advances pursuant to
Section 3.19) 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, (b) to be
liable for any losses of the Servicer or any acts or omissions of the
predecessor Servicer hereunder, (c) to be obligated to make Advances if it is
prohibited from doing so by applicable law, (d) to be obligated to effectuate
repurchases or substitutions of the Mortgage Loans hereunder or (e) to be
obligated to perform any obligation of the Servicer under Section 3.20, Section
3.21 or Section 3.22 with respect to any period of time during which the Trustee
was not the Servicer. 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,
except for those amounts due to the Servicer as reimbursement for Advances
previously made or amounts previously expended and are otherwise reimbursable
hereunder. 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).
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(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 as it
and such successor shall agree, not to exceed the Servicer compensation
hereunder.
(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.
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 as duties of the Trustee. 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; provided, however, that the
Trustee shall not be responsible for the accuracy of any resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Servicer or the Depositor hereunder.
(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
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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 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 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 or Event of Default under Section 8.01 unless a Responsible
Officer of the Trustee obtains actual knowledge of such default or Event
of Default or any Responsible Officer of the Trustee receives written
notice of such default or Event of Default 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 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 or
security satisfactory to it against such risk or liability is not
reasonably assured to it.
(c) Subject to the conditions set forth in this Section 9.01(c), the
Trustee is permitted to utilize one or more Subcontractors to perform certain of
its obligations hereunder. The Trustee shall promptly upon request provide to
the Depositor a written description (in form and substance satisfactory to the
Depositor) of the role and function of each Subcontractor utilized by the
Trustee, specifying (i) the identity of each such Subcontractor that is a
Servicing Function Participant and (ii) which elements of the Servicing Criteria
will be addressed in Assessments of Compliance provided by each Servicing
Function Participant. As a condition to the utilization by the Trustee of any
Servicing Function Participant, the Trustee shall cause any such Servicing
Function Participant for the benefit of the Depositor to comply with the
provisions of Section 3.21 of this Agreement to the same extent as if such
Servicing Function Participant were the Trustee. The Trustee shall be
responsible for obtaining from each such Servicing Function Participant and
delivering to the applicable Persons any Assessment of Compliance and related
Attestation Report required to be delivered by such Servicing Function
Participant under Section 3.21, in each case as and when required to be
delivered.
Notwithstanding the foregoing, if the Trustee engages a Subcontractor in
connection with the performance of any of its duties under this Agreement, the
Trustee shall be responsible for determining whether such Subcontractor is an
Additional Servicer.
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The Trustee shall indemnify the Depositor, the Sponsor, the Servicer and
any of their respective directors, officers, employees or agents and hold them
harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments,
and any other costs, fees and expenses that any of them may sustain in any way
related to a breach of the Trustee's obligation set forth in the preceding
paragraph or the failure of the Trustee to perform any of its obligations under
Section 3.20, Section 3.21, Section 3.22 or this Section 9.01(c).
Section 9.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 9.01:
(a) 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 and the manner of obtaining consents and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to the reasonable regulations as the Trustee may prescribe;
(b) The Trustee may consult with counsel and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance
with such Opinion of Counsel;
(c) The Trustee shall not be under any 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 satisfactory to it against the costs, expenses
and liabilities which may be incurred therein or thereby; however, subject to
Section 9.01(b)(v), nothing contained herein shall 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;
(d) 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;
(e) 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,
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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 or security satisfactory to it against
such expense or liability or payment of such estimated expenses as a condition
to so proceeding; and
(f) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, attorneys,
accountants, custodian or independent contractor.
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 on the Certificates) shall be taken as the
statements of the Depositor or the 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 Trustee as 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
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to Section 8.05 and thereupon only for the acts or omissions of the Trustee as
successor Servicer), 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 Trust or 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 (or
the review of a Custodian on its behalf) of the Mortgage Files pursuant to
Section 2.02. The Trustee shall file any continuation statement with respect to
any financing statement for which the Trustee is the secured party 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 or any of its 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 $50,000,000.00
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
Fitch and S&P 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. The principal office of the Trustee (other than the
initial Trustee) shall be in a state with respect to which an Opinion of Counsel
has been delivered to such Trustee at the time such Trustee is appointed Trustee
to the effect that the Trust will not be a taxable entity under the laws of such
state. 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.
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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 the Depositor 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, or if at any time the Trustee
has failed to duly perform, within the required time period, its obligations
under Section 3.20, Section 3.21 or Section 3.22, 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 (or direct a Custodian to deliver such Mortgage
Files and related documents and statements), 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
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this Agreement; provided, however, that if the predecessor Trustee has been
removed pursuant to the third paragraph of Section 9.06, all reasonable expenses
of the predecessor Trustee incurred in complying with this Section 9.07 shall be
reimbursed by the Trust.
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.
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. In
connection with the succession to the Trustee under this Agreement by any Person
(i) into which the Trustee may be merged or consolidated or (ii) which may be
appointed as a successor to the Trustee, the Trustee shall notify the Depositor
of such succession or appointment and shall furnish to the Depositor in writing
and in form and substance reasonably satisfactory to the Depositor, all
information reasonably necessary to accurately and timely report, pursuant to
Section 3.22(d), the event under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the
Exchange Act).
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
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separate trustee(s) shall be required under Section 9.07. The Trustee shall be
responsible for the fees of any co-trustee or separate trustee appointed
hereunder.
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 or countersigning Certificates. Initially, the Authenticating
Agent shall be Xxxxx Fargo Bank, N.A. Wherever reference is made in this
Agreement to the authentication or countersigning of Certificates by the Trustee
or the Trustee's certificate of authentication or countersigning, such reference
shall be deemed to include authentication or countersigning on behalf of the
Trustee by an Authenticating Agent and a certificate of authentication or
countersignature 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
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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 services 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 and held harmless
by the Trust against any claims, damage, loss, liability or expense (including
reasonable attorney's fees) (a) incurred in connection with or arising from or
relating to (i) this Agreement, (ii) the Certificates, or (iii) the performance
of any of the Trustee's duties hereunder, other than any claims, damage, 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. 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). 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. The provisions of this Section 9.11 shall
survive the termination of this Agreement or the resignation or removal of the
Trustee hereunder.
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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.
Each Custodian shall indemnify the Depositor, the Sponsor, the Trustee,
the Servicer and any of their respective directors, officers, employees or
agents and hold them harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments, and any other costs, fees and expenses that any of them may
sustain in any way related to the failure of the Custodian to perform any of its
obligations under Section 3.21(a).
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 3.09 and Section 5.02. Wherever reference is made in this Agreement
to 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 fees and expenses (but not
including any indemnity payments) of a Paying Agent appointed pursuant to this
Agreement shall be payable by the Trustee out of its own funds and not out of
any funds in the Trust Estate.
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.
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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.
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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 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 Servicer of all of the Mortgage Loans and all REO Property
remaining in the Trust Estate at a price equal to the sum of (x) 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 (y) below), (y) the fair market value of such REO Property
plus 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 (z) any Reimbursement Amount owed to the
Trust pursuant to Section 2.02 related to a Mortgage Loan.
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 Servicer to purchase the Mortgage Loans is conditioned
upon (A) the aggregate of the Pool Stated Principal Balance of all of the Loan
Groups being less than 10% of the aggregate unpaid principal balance of the
Mortgage Loans as of the Cut-off Date and (B) the purchase price calculated
pursuant to clause (a) 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 Servicer if, at the time of the purchase, the Servicer is no
longer subject to regulation by the Office of the Comptroller of the Currency,
the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this
paragraph and
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the second preceding paragraph will be determined by the Servicer 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
(or Custodian on the Trustee's behalf) shall, promptly following payment of the
purchase price, release to the Servicer or its designee the Mortgage Files
pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the applicable 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
Trustee by letter to the Certificateholders mailed not later than the 15th day
of the month of such final distribution specifying (1) the applicable
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of such 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 Servicer 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 Servicer, the Servicer 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 applicable 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 Servicer of the amount of any unpaid Reimbursement Amount owed
to the Trust related to the Mortgage Loans and the Servicer 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 the 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, all cash on hand in respect of the related
REMIC (other than the amounts retained to meet claims). An amount shall be
distributed in respect of interest and principal, as applicable, to the
Uncertificated Lower-Tier Interests and the Uncertificated Subsidiary Lower-Tier
Interests in the same manner as principal and interest are distributed to the
Uncertificated Lower-Tier Interests and the Uncertificated Subsidiary 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 Trustee shall give a second written notice to the remaining applicable
Certificateholders to surrender their Certificates for cancellation and receive
a final distribution
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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 applicable 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 Servicer exercises its purchase option as provided in Section
10.01, the related REMIC or REMICs 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 any REMIC created hereunder to fail to qualify as a
REMIC at any time that any related Certificates are outstanding:
(i) within 90 days prior to the applicable Final Distribution
Date set forth in the notice given by the Trustee under Section 10.01, the
Trustee shall sell the related Mortgage Loans and the REO Properties to
the Servicer for cash;
(ii) the notice given by the Trustee pursuant to Section 10.01
shall provide that such notice constitutes adoption of a plan of complete
liquidation of the applicable REMIC or REMICs as of the date of such
notice (or, if earlier, the date on which such notice was mailed to
Certificateholders). The Trustee shall also ensure that such date is
specified in the final tax return of the applicable REMIC or REMICs; and
(iii) the Subsidiary Lower-Tier REMIC and Upper-Tier REMIC will be
terminated on the same date that the Lower-Tier REMIC is terminated.
(b) By its acceptance of the Class 1-A-R 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 or the Trustee, and
if such action is not requested, is deemed to adopt such a plan of complete
liquidation when the Mortgage Loans are purchased pursuant to Section 10.01.
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 each REMIC created
hereunder as a REMIC at all times that any related Certificates are outstanding
or to avoid or minimize the risk of the
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imposition of any tax on any REMIC pursuant to the Code that would be a claim
against the Trust Estate, provided that (a) the Trustee has received an Opinion
of Counsel to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and (b) such action shall not, as evidenced by such Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Certificate Account
provided that (a) such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder
and (b) such change shall not adversely affect the then-current rating of the
Senior Certificates and the Class B-1, Class B-2, Class B-3, Class B-4 or Class
B-5 Certificates as evidenced by a letter from each Rating Agency rating such
Certificates to such effect and (v) 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. Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement pursuant to clause
(i) through (v) above unless it shall have first received an Opinion of Counsel
to the effect that such amendment shall not cause the imposition of any tax on
any REMIC created hereunder or the Certificateholders or cause any REMIC created
hereunder to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
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 stating whether such amendment would
adversely affect the qualification of any REMIC created hereunder as a REMIC and
notice of the conclusion expressed in such Opinion of Counsel shall be included
with any such solicitation. An amendment made with the consent of all
Certificateholders and executed in accordance with this Section 11.01 shall be
permitted or authorized by this Agreement notwithstanding that such Opinion of
Counsel may conclude that such amendment would adversely affect the
qualification of any REMIC created hereunder as a REMIC.
-108-
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.
Prior to the execution of any amendment to this Agreement, the Trustee
shall receive and be entitled to conclusively rely on any Opinion of Counsel (at
the expense of the Person seeking such amendment) stating that such amendment is
authorized and permitted by this Agreement. The Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Trustee's own
rights, duties or immunities under this Agreement.
Section 11.02. Recordation of Agreement; Counterparts.
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 Trustee at its expense, at the direction of Holders of
Certificates evidencing not less than 50% of all Voting Rights, but only upon
delivery to the Trustee at the expense of the requesting Certificateholders of
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
-109-
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.
With respect to any claim arising out of this Agreement, each party
irrevocably submits to the exclusive jurisdiction of the courts of the State of
New York and the United States District Court located in the Borough of
Manhattan in The City of New York, and each party irrevocably waives any
objection which it may have at any time to the laying of venue of any suit,
action or proceeding arising out of or relating hereto brought in any such
courts, irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in any inconvenient forum and further
irrevocably waives the right to object, with respect to such claim, suit, action
or proceeding brought in any such court, that such court does not have
jurisdiction over such party, provided that service of process has been made by
any lawful means.
Section 11.05. Notices.
All demands, notices, instructions, directions, requests and
communications required or permitted 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
Funding Corporation, 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
-110-
copy to Bank of America, National Association, 000 Xxxxx Xxxxx Xxxxxx,
Xxxxxxxxx, XX 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: BAFC, Series 2006-C, and for overnight delivery
purposes, Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx
00000-0000, Attention: BAFC, Series 2006-C, with a copy to Xxxxx Fargo Bank,
N.A., Sixth and Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, 00000, Attention:
BAFC, Series 2006-C, (e) in the case of Fitch, Fitch Ratings, Xxx Xxxxx Xxxxxx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Residential Mortgage Surveillance Group,
and (f) in the case of Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Residential
Mortgage Surveillance Manager; or, as to each party, at such other address as
shall be designated by such party in a written notice to each other party; 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 to a Certificateholder 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
-111-
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
and the related Mortgage Files, 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),
and the Depositor's rights under the Mortgage Loan Purchase Agreement, 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. Regulation AB Compliance; Intent of the 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 Commission or its staff, consensus among participants in the
asset-backed securities markets, advice of counsel, or otherwise, and agree to
use commercially reasonable efforts 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, the Trustee and the Custodian 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, the Trustee and the Custodian, as applicable, reasonably believed by
the Depositor to be necessary in order to effect such compliance.
-112-
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 FUNDING CORPORATION,
as Depositor
By: /s/ Xxxxx Xxxxx
-----------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Servicer
By: /s/ Xxxxx X. Good
-----------------------------------------
Name: Xxxxx X. Good
Title: Vice President
XXXXX FARGO BANK, N.A.,
as Trustee
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the 29th day of March, 2006, before me, a notary public in and for the
State of North Carolina, personally appeared Xxxxx Xxxxx, known to me who, being
by me duly sworn, did depose and say that he is a Senior Vice President of Banc
of America Funding Corporation, a Delaware corporation, 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 corporation.
/s/ E. Xxxxx Xxxxxx
--------------------------------------
Notary Public
[Notarial Seal]
My commission expires October 4, 2010.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the 29th day of March, 2006, before me, a notary public in and for the
State of North Carolina, personally appeared Xxxxx X. Good, known to me who,
being by me duly sworn, did depose and say that he is a 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.
/s/ E. Xxxxx Xxxxxx
--------------------------------------
Notary Public
[Notarial Seal]
My commission expires October 4, 2010.
STATE OF MARYLAND )
) ss.:
CITY OF BALTIMORE )
)
On the 31st day of March, 2006 before me, a notary public in and for said
State, personally appeared Xxxxx X. Xxxxxx known to be a Vice President of Xxxxx
Fargo Bank, N.A., one of the corporations that executed the within instrument;
and also known to me to be the person who executed it on behalf of such
corporation, and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Xxxxxx X. Oglebsy
--------------------------------------
Notary Public
[SEAL]
Xxxxxx X. Xxxxxxx
Notary Public
Baltimore City
Maryland
My Commission Expires January 7 2009
EXHIBIT A-1A1
[FORM OF FACE OF CLASS 1-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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 Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: March 1, 2006
First Distribution Date: April 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[___________]
Initial Class Certificate
Balance of this Class: $32,670,000.00
Pass-Through Rate: Variable
CUSIP No.: 058930 AA 6
ISIN No.: US058930AA68
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
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated March 31, 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
A-1A1-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
For each Distribution Date, interest will accrue on these Certificates at
a per annum rate equal to the Net WAC of the Group 1 Mortgage Loans.
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.
* * *
A-1A1-3
EXHIBIT A-1A2
[FORM OF FACE OF CLASS 1-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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").
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.
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.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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 Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: March 1, 2006
First Distribution Date: April 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[__________]
Initial Class Certificate
Balance of this Class: $1,518,000.00
Pass-Through Rate: Variable
CUSIP No.: 058930 AB 4
ISIN No.: US058930AB42
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
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated March 31, 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
A-1A2-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
For each Distribution Date, interest will accrue on these Certificates at
a per annum rate equal to the Net WAC of the Group 1 Mortgage Loans.
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.
* * *
A-1A2-3
EXHIBIT A-1AR
[FORM OF FACE OF CLASS 1-A-R CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
Class 1-A-R
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN MULTIPLE "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.
A-1AR-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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 Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: March 1, 2006
First Distribution Date: April 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $100.00
Initial Class Certificate
Balance of this Class: $100.00
Pass-Through Rate: Variable
CUSIP No.: 058930 AC 2
ISIN No.: US058930AC25
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
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated March 31, 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
A-1AR-2
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 or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 1 Mortgage Loans.
Any distribution of the proceeds of any remaining assets of the applicable
sub-accounts of the Distribution 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.
The 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 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.
A-1AR-3
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.
* * *
A-1AR-4
EXHIBIT A-2A1
[FORM OF FACE OF CLASS 2-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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 Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: March 1, 2006
First Distribution Date: April 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[__________]
Initial Class Certificate
Balance of this Class: $159,073,000.00
Pass-Through Rate: Variable
CUSIP No.: 058930 AD 0
ISIN No.: US058930AD08
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
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated March 31, 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
A-2A1-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 2 Mortgage Loans.
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.
* * *
A-2A1-3
EXHIBIT A-2A2
[FORM OF FACE OF CLASS 2-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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").
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.
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.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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 Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: March 1, 2006
First Distribution Date: April 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $7,388,000.00
Pass-Through Rate: Variable
CUSIP No.: 058930 AE 8
ISIN No.: US058930AE80
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
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated March 31, 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
A-2A2-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 2 Mortgage Loans.
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.
* * *
A-2A2-3
EXHIBIT A-3A1
[FORM OF FACE OF CLASS 3-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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 Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: March 1, 2006
First Distribution Date: April 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $25,179,000.00
Pass-Through Rate: Variable
CUSIP No.: 058930 AF 5
ISIN No.: US058930AF55
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
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated March 31, 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
A-3A1-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 3 Mortgage Loans.
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.
* * *
A-3A1-3
EXHIBIT A-3A2
[FORM OF FACE OF CLASS 3-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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").
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.
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.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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 Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: March 1, 2006
First Distribution Date: April 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $1,170,000.00
Pass-Through Rate: Variable
CUSIP No.: 058930 AG 3
ISIN No.: US058930AG39
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
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated March 31, 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
A-3A2-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 3 Mortgage Loans.
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.
* * *
A-3A2-3
EXHIBIT A-4A1
[FORM OF FACE OF CLASS 4-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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 Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: March 1, 2006
First Distribution Date: April 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[__________]
Initial Class Certificate
Balance of this Class: $105,948,000.00
Pass-Through Rate: Variable
CUSIP No.: 058930 AH 1
ISIN No.: US058930AH12
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
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated March 31, 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
A-4A1-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 4 Mortgage Loans.
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.
* * *
A-4A1-3
EXHIBIT A-4A2
[FORM OF FACE OF CLASS 4-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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").
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.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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 Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: March 1, 2006
First Distribution Date: April 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[__________]
Initial Class Certificate
Balance of this Class: $15,875,000.00
Pass-Through Rate: Variable
CUSIP No.: 058930 AJ 7
ISIN No.: US058930AJ77
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
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated March 31, 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
A-4A2-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 4 Mortgage Loans.
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.
* * *
A-4A2-3
EXHIBIT A-4A3
[FORM OF FACE OF CLASS 4-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
Class 4-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
Class 4-A-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 Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: March 1, 2006
First Distribution Date: April 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[__________]
Initial Class Certificate
Balance of this Class: $44,381,000.00
Pass-Through Rate: Variable
CUSIP No.: 058930 AK 4
ISIN No.: US058930AK41
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
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated March 31, 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
A-4A3-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 4 Mortgage Loans.
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.
* * *
A-4A3-3
EXHIBIT A-4A4
[FORM OF FACE OF CLASS 4-A-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
Class 4-A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
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.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 4-A-1 CERTIFICATES, THE CLASS 4-A-2
CERTIFICATES AND THE CLASS 4-A-3 CERTIFICATES WILL BE BORNE BY THE CLASS 4-A-4
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
Class 4-A-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 Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: March 1, 2006
First Distribution Date: April 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $7,720,000.00
Pass-Through Rate: Variable
CUSIP No.: 058930 AL 2
ISIN No.: US058930AL24
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
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated March 31, 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
A-4A4-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 4 Mortgage Loans.
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.
* * *
A-4A4-3
EXHIBIT B-B1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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
OF ALL GROUPS AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
B-B1-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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 Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: March 1, 2006
First Distribution Date: April 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $10,259,000.00
Pass-Through Rate: Variable
CUSIP No.: 058930 AM 0
ISIN No.: US058930AM07
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
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated March 31, 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
B-B1-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 the Net WAC of each of the Group 1 Mortgage Loans, the Group 2 Mortgage
Loans, the Group 3 Mortgage Loans and the Group 4 Mortgage Loans.
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.
* * *
B-B1-3
EXHIBIT B-B2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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
OF ALL GROUPS AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
B-B2-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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 Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: March 1, 2006
First Distribution Date: April 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $2,722,000.00
Pass-Through Rate: Variable
CUSIP No.: 058930 AN 8
ISIN No.: US058930AN89
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
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated March 31, 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
B-B2-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 the Net WAC of each of the Group 1 Mortgage Loans, the Group 2 Mortgage
Loans, the Group 3 Mortgage Loans and the Group 4 Mortgage Loans.
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.
* * *
B-B2-3
EXHIBIT B-B3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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
OF ALL GROUPS, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
B-B3-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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 Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: March 1, 2006
First Distribution Date: April 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $1,884,000.00
Pass-Through Rate: Variable
CUSIP No.: 058930 AP 3
ISIN No.: US058930AP38
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
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated March 31, 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
B-B3-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 the Net WAC of each of the Group 1 Mortgage Loans, the Group 2 Mortgage
Loans, the Group 3 Mortgage Loans and the Group 4 Mortgage Loans.
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.
* * *
B-B3-3
EXHIBIT B-B4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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
OF ALL GROUPS, 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.
B-B4-1
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, 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.
B-B4-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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 Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: March 1, 2006
First Distribution Date: April 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): [__________]
Initial Class Certificate
Balance of this Class: $1,047,000.00
Pass-Through Rate: Variable
CUSIP No.: 058930 AQ 1
ISIN No.: US058930AQ11
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
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated March 31, 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
B-B4-3
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 the Net WAC of each of the Group 1 Mortgage Loans, the Group 2 Mortgage
Loans, the Group 3 Mortgage Loans and the Group 4 Mortgage Loans.
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 Sponsor, 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.
* * *
B-B4-4
EXHIBIT B-B5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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
OF ALL GROUPS, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, 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.
B-B5-1
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, 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.
B-B5-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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 Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: March 1, 2006
First Distribution Date: April 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[__________]
Initial Class Certificate
Balance of this Class: $837,000.00
Pass-Through Rate: Variable
CUSIP No.: 058930 AR 9
ISIN No.: US058930AR93
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
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated March 31, 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
B-B5-3
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 the Net WAC of each of the Group 1 Mortgage Loans, the Group 2 Mortgage
Loans, the Group 3 Mortgage Loans and the Group 4 Mortgage Loans.
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 Sponsor, 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.
* * *
B-B5-4
EXHIBIT B-B6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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
OF ALL GROUPS, 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
B-B6-1
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, 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.
B-B6-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-C
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 Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: March 1, 2006
First Distribution Date: April 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $1,047,708.00
Pass-Through Rate: Variable
CUSIP No.: 058930 AS 7
ISIN No.: US058930AS76
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
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated March 31, 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
B-B6-3
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 the Net WAC of each of the Group 1 Mortgage Loans, the Group 2 Mortgage
Loans, the Group 3 Mortgage Loans and the Group 4 Mortgage Loans.
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 Sponsor, 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.
* * *
B-B6-4
EXHIBIT C
[FORM OF REVERSE OF ALL CERTIFICATES]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates
This Certificate is one of a duly authorized issue of Certificates
designated as Banc of America Funding Corporation 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 20th 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 immediately preceding the month of such
Distribution Date or the Business Day immediately preceding such Distribution
Date, as set forth in the Pooling and Servicing Agreement.
On each Distribution Date, the Trustee shall distribute out of the
Distribution Account to each Certificateholder of record on the related Record
Date (other than with respect to 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
C-1
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 of the Trustee
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
of the Mortgage Loans in all Loan Groups is less than 10% of the aggregate
Cut-off Date Pool Principal Balance of such Mortgage Loans, the Servicer has the
option to purchase such Mortgage Loans under the conditions set forth in Section
10.01 of the Pooling and Servicing Agreement. In the event that no such optional
repurchases occur, 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
C-2
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.
C-3
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
C-4
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.
X-0
XXXXXXX X-0
LOAN GROUP 1 MORTGAGE LOAN SCHEDULE
Exhibit D-1
LOANID OCC PROPTYPE OTERM CORTERM OLTV RATE FPDATE NDDATE S_MATDATE PANDI PTDATE
6141368818 Secondary Townhouse 360 359 75 6.5 3/1/2006 3/1/2006 2/1/2036 6,073.44 3/1/2006
6232587540 Primary SFR 360 360 55.83 6.5 4/1/2006 4/1/2006 3/1/2036 3,477.50 4/1/2006
0000000000 Investor Condo 360 359 70 6.75 3/1/2006 3/1/2006 2/1/2036 2,861.31 3/1/2006
0000000000 Primary SFR 360 359 75 6.625 3/1/2006 3/1/2006 2/1/2036 2,753.52 3/1/2006
6372654225 Secondary SFR 360 359 80 6.875 3/1/2006 3/1/2006 2/1/2036 7,333.33 3/1/2006
6473125315 Primary SFR 360 359 74.94 6.125 3/1/2006 3/1/2006 2/1/2036 5,068.44 3/1/2006
6624603608 Primary SFR 360 360 80 6.375 4/1/2006 4/1/2006 3/1/2036 15,215.00 4/1/2006
6715530355 Primary SFR 360 360 80 5.75 4/1/2006 4/1/2006 3/1/2036 2,062.33 4/1/2006
6758904616 Primary SFR 360 359 77.27 6.375 3/1/2006 3/1/2006 2/1/2036 5,302.90 3/1/2006
6763389316 Primary PUD Detach 360 359 68.57 6.5 3/1/2006 3/1/2006 2/1/2036 6,500.00 3/1/2006
6946211684 Primary SFR 360 360 73.68 5.875 4/1/2006 4/1/2006 3/1/2036 2,741.67 4/1/2006
6097424235 Primary SFR 360 359 70 5.125 3/1/2006 3/1/2006 2/1/2036 2,795.26 3/1/2006
6121204561 Primary SFR 360 359 58.82 5.75 3/1/2006 3/1/2006 2/1/2036 3,593.75 3/1/2006
6159633053 Investor SFR 360 359 75 7.25 3/1/2006 3/1/2006 2/1/2036 2,877.34 3/1/2006
6177511547 Primary PUD Detach 360 359 67.41 5.875 3/1/2006 3/1/2006 2/1/2036 2,227.60 3/1/2006
6183074464 Secondary Condo 360 360 65.04 6.375 4/1/2006 4/1/2006 3/1/2036 10,625.00 4/1/2006
6193554703 Primary SFR 360 360 68.12 5.75 4/1/2006 4/1/2006 3/1/2036 2,859.29 4/1/2006
0000000000 Primary SFR 360 359 76.52 6.875 3/1/2006 3/1/2006 2/1/2036 3,416.58 3/1/2006
6212084344 Primary SFR 360 359 40.91 5.75 3/1/2006 3/1/2006 2/1/2036 2,156.25 3/1/2006
6218001979 Primary PUD Attach 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 3,458.33 4/1/2006
6231277770 Primary SFR 360 359 95 6.125 3/1/2006 3/1/2006 2/1/2036 3,290.22 3/1/2006
0000000000 Primary PUD Detach 360 359 80 6.125 3/1/2006 3/1/2006 2/1/2036 2,460.21 3/1/2006
0000000000 Primary SFR 360 359 79.54 5.75 3/1/2006 3/1/2006 2/1/2036 2,496.46 3/1/2006
6319798077 Primary SFR 360 360 80 6.625 4/1/2006 4/1/2006 3/1/2036 4,195.83 4/1/2006
6327746126 Primary SFR 360 359 69.44 6.125 3/1/2006 4/1/2006 2/1/2036 2,215.21 3/1/2006
6334395552 Primary SFR 360 359 80 6.5 3/1/2006 3/1/2006 2/1/2036 3,250.00 3/1/2006
6383829022 Primary SFR 360 359 74.18 5.5 3/1/2006 4/1/2006 2/1/2036 2,805.00 3/1/2006
0000000000 Primary SFR 360 359 66.67 6 3/1/2006 3/1/2006 2/1/2036 2,500.00 3/1/2006
6442011463 Primary SFR 360 359 67.3 5.875 3/1/2006 4/1/2006 2/1/2036 4,036.02 3/1/2006
6455375045 Primary SFR 360 360 71.44 6.375 4/1/2006 4/1/2006 3/1/2036 3,947.19 4/1/2006
0000000000 Primary Condo 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 6,029.11 4/1/2006
6513559606 Primary Condo 360 359 79.99 5.875 3/1/2006 3/1/2006 2/1/2036 3,564.17 3/1/2006
6514712055 Secondary SFR 360 360 80 6 4/1/2006 4/1/2006 3/1/2036 5,395.96 4/1/2006
6520307775 Primary SFR 360 359 59.09 6.375 3/1/2006 3/1/2006 2/1/2036 3,453.13 3/1/2006
6547383635 Primary SFR 360 359 69.66 5.875 3/1/2006 3/1/2006 2/1/2036 3,035.42 3/1/2006
6551184135 Primary PUD Detach 360 360 80 5.75 4/1/2006 4/1/2006 3/1/2036 2,656.50 4/1/2006
6657908692 Secondary SFR 360 360 71.77 6.5 4/1/2006 4/1/2006 3/1/2036 3,520.83 4/1/2006
6697042874 Primary Condo 360 359 80 5.75 3/1/2006 3/1/2006 2/1/2036 2,613.67 3/1/2006
0000000000 Primary PUD Detach 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,252.08 4/1/2006
6733362153 Primary PUD Detach 360 360 80 5.75 4/1/2006 4/1/2006 3/1/2036 2,092.63 4/1/2006
6738527263 Primary SFR 360 360 75 6 4/1/2006 4/1/2006 3/1/2036 3,417.44 4/1/2006
6772435829 Primary 2-Family 360 359 74.86 6.25 3/1/2006 3/1/2006 2/1/2036 3,263.31 3/1/2006
6784250604 Primary PUD Detach 360 359 56.15 6 3/1/2006 3/1/2006 2/1/2036 2,626.04 3/1/2006
6842164177 Secondary PUD Detach 360 360 79.96 5.875 4/1/2006 4/1/2006 3/1/2036 3,871.03 4/1/2006
6859243567 Primary PUD Detach 360 359 89.99 6.25 3/1/2006 3/1/2006 2/1/2036 3,706.62 3/1/2006
6877128956 Primary SFR 360 359 80 5.875 3/1/2006 4/1/2006 2/1/2036 2,910.95 3/1/2006
6896092712 Primary PUD Detach 360 359 78.79 6.375 3/1/2006 3/1/2006 2/1/2036 2,762.50 3/1/2006
6913254493 Primary SFR 360 360 50 6.375 4/1/2006 4/1/2006 3/1/2036 3,160.94 4/1/2006
6924967554 Primary PUD Detach 360 360 80 6.75 4/1/2006 4/1/2006 3/1/2036 3,442.50 4/1/2006
0000000000 Secondary SFR 360 360 80 6.625 4/1/2006 4/1/2006 3/1/2036 3,380.85 4/1/2006
LOANID XXXX COBAL PURPOSE DOC OAPPVAL FRTRDATE CEILING FLOOR CAPINT MARGIN
6141368818 1,121,250.00 1,121,250.00 Purchase Stated Income 1,500,000.00 2/1/2009 12.5 2.25 2 2.25
6232587540 642,000.00 642,000.00 R/T Refi Stated Income 1,150,000.00 3/1/2009 12.5 2.25 2 2.25
0000000000 441,153.00 440,773.18 Purchase Standard 650,000.00 8/1/2006 12.75 2.75 1 2.75
0000000000 498,750.00 498,750.00 C/O Refi Stated Income 665,000.00 2/1/2009 12.625 2.25 2 2.25
6372654225 1,280,000.00 1,280,000.00 Purchase Stated Income 1,615,000.00 2/1/2009 12.875 2.25 2 2.25
6473125315 993,000.00 993,000.00 R/T Refi Stated Income 1,325,000.00 2/1/2009 12.125 2.25 2 2.25
6624603608 2,864,000.00 2,864,000.00 Purchase Standard 3,590,000.00 3/1/2009 12.375 2.25 2 2.25
6715530355 430,400.00 430,400.00 C/O Refi Stated Income 538,000.00 3/1/2009 11.75 2.25 2 2.25
6758904616 850,000.00 849,212.73 R/T Refi Stated Income 1,100,000.00 2/1/2009 12.375 2.25 2 2.25
6763389316 1,200,000.00 1,200,000.00 R/T Refi Stated Income 1,750,000.00 2/1/2009 12.5 2.25 2 2.25
6946211684 560,000.00 560,000.00 Purchase Stated Income 760,000.00 3/1/2009 11.875 2.25 2 2.25
6097424235 654,500.00 654,500.00 Purchase Reduced 935,000.00 2/1/2009 11.125 2.25 2 2.25
6121204561 750,000.00 750,000.00 R/T Refi Rapid 1,275,000.00 2/1/2009 11.75 2.25 2 2.25
6159633053 476,250.00 476,250.00 Purchase Standard 640,000.00 2/1/2009 13.25 2.25 2 2.25
6177511547 455,000.00 455,000.00 C/O Refi Reduced 675,000.00 2/1/2009 11.875 2.25 2 2.25
6183074464 2,000,000.00 2,000,000.00 Purchase Standard 3,075,000.00 3/1/2009 12.375 2.25 2 2.25
6193554703 596,721.00 596,721.00 C/O Refi Standard 876,000.00 3/1/2009 11.75 2.25 2 2.25
0000000000 596,348.00 596,348.00 Purchase SISA 795,000.00 2/1/2009 12.875 2.25 2 2.25
6212084344 450,000.00 450,000.00 Purchase Reduced 1,100,000.00 2/1/2009 11.75 2.25 2 2.25
6218001979 664,000.00 664,000.00 R/T Refi Rapid 830,000.00 3/1/2009 12.25 2.25 2 2.25
6231277770 541,500.00 540,973.69 Purchase Reduced 585,000.00 2/1/2009 12.125 2.25 2 2.25
0000000000 482,000.00 482,000.00 Purchase Standard 625,000.00 2/1/2009 12.125 2.25 2 2.25
0000000000 521,000.00 521,000.00 Purchase Rapid 825,000.00 2/1/2009 11.75 2.25 2 2.25
6319798077 760,000.00 760,000.00 Purchase SISA 980,000.00 3/1/2009 12.625 2.25 2 2.25
6327746126 434,000.00 434,000.00 C/O Refi SISA 625,000.00 2/1/2009 12.125 2.25 2 2.25
6334395552 600,000.00 600,000.00 Purchase SISA 750,000.00 2/1/2009 12.5 2.25 2 2.25
6383829022 612,000.00 612,000.00 R/T Refi Rapid 825,000.00 2/1/2009 11.5 2.25 2 2.25
0000000000 500,000.00 500,000.00 C/O Refi Standard 750,000.00 2/1/2009 12 2.25 2 2.25
6442011463 824,379.00 824,379.00 R/T Refi SISA 1,225,000.00 2/1/2009 11.875 2.25 2 2.25
6455375045 743,000.00 743,000.00 R/T Refi SISA 1,040,000.00 3/1/2009 12.375 2.25 2 2.25
0000000000 979,200.00 979,200.00 Purchase Rapid 1,575,000.00 3/1/2009 12.25 2.25 2 2.25
6513559606 728,000.00 728,000.00 Purchase Reduced 910,500.00 2/1/2009 11.875 2.25 2 2.25
6514712055 900,000.00 900,000.00 Purchase Rapid 2,000,000.00 3/1/2009 12 2.25 2 2.25
6520307775 650,000.00 650,000.00 R/T Refi SISA 1,100,000.00 2/1/2009 12.375 2.25 2 2.25
6547383635 620,000.00 620,000.00 C/O Refi Reduced 890,000.00 2/1/2009 11.875 2.25 2 2.25
6551184135 554,400.00 554,400.00 Purchase Reduced 715,000.00 3/1/2009 11.75 2.25 2 2.25
6657908692 650,000.00 650,000.00 Purchase Reduced 915,000.00 3/1/2009 12.5 2.25 2 2.25
6697042874 545,462.00 545,462.00 Purchase Rapid 700,000.00 2/1/2009 11.75 2.25 2 2.25
0000000000 460,000.00 460,000.00 Purchase Rapid 585,000.00 3/1/2009 11.875 2.25 2 2.25
6733362153 436,723.00 436,723.00 Purchase Reduced 547,000.00 3/1/2009 11.75 2.25 2 2.25
6738527263 570,000.00 570,000.00 C/O Refi Rapid 760,000.00 3/1/2009 12 2.25 2 2.25
6772435829 530,000.00 529,396.59 R/T Refi SISA 708,000.00 2/1/2009 12.25 2.25 2 2.25
6784250604 438,000.00 437,563.96 R/T Refi All Ready Home 780,000.00 2/1/2009 12 2.25 2 2.25
6842164177 654,400.00 654,400.00 Purchase Rapid 820,000.00 3/1/2009 11.875 2.25 2 2.25
6859243567 602,000.00 601,428.80 Purchase Standard 731,000.00 2/1/2009 12.25 2.25 2 2.25
6877128956 600,000.00 594,577.11 R/T Refi Standard 750,000.00 2/1/2009 11.875 2.25 2 2.25
6896092712 520,000.00 520,000.00 R/T Refi Standard 660,000.00 2/1/2009 12.375 2.25 2 2.25
6913254493 595,000.00 595,000.00 Purchase SISA 1,190,000.00 3/1/2009 12.375 2.25 2 2.25
6924967554 612,000.00 612,000.00 Purchase SISA 765,000.00 3/1/2009 12.75 2.25 2 2.25
0000000000 528,000.00 528,000.00 R/T Refi SISA 660,000.00 3/1/2009 12.625 2.25 2 2.25
LOANID INDEX ODATE SERVICER
6141368818 12 MO LIBOR 1/10/2006 Bank of America
6232587540 12 MO LIBOR 2/6/2006 Bank of America
0000000000 6 MO LIBOR 1/3/2006 Bank of America
0000000000 12 MO LIBOR 1/26/2006 Bank of America
6372654225 12 MO LIBOR 1/17/2006 Bank of America
6473125315 12 MO LIBOR 1/26/2006 Bank of America
6624603608 12 MO LIBOR 2/3/2006 Bank of America
6715530355 12 MO LIBOR 2/10/2006 Bank of America
6758904616 12 MO LIBOR 1/17/2006 Bank of America
6763389316 12 MO LIBOR 1/10/2006 Bank of America
6946211684 12 MO LIBOR 2/9/2006 Bank of America
6097424235 12 MO LIBOR 1/24/2006 Bank of America
6121204561 12 MO LIBOR 1/25/2006 Bank of America
6159633053 12 MO LIBOR 1/26/2006 Bank of America
6177511547 12 MO LIBOR 1/25/2006 Bank of America
6183074464 12 MO LIBOR 1/19/2006 Bank of America
6193554703 12 MO LIBOR 1/31/2006 Bank of America
0000000000 12 MO LIBOR 1/30/2006 Bank of America
6212084344 12 MO LIBOR 1/30/2006 Bank of America
6218001979 12 MO LIBOR 2/9/2006 Bank of America
6231277770 12 MO LIBOR 1/23/2006 Bank of America
0000000000 12 MO LIBOR 2/1/2006 Bank of America
0000000000 12 MO LIBOR 1/30/2006 Bank of America
6319798077 12 MO LIBOR 2/2/2006 Bank of America
6327746126 12 MO LIBOR 1/25/2006 Bank of America
6334395552 12 MO LIBOR 2/2/2006 Bank of America
6383829022 12 MO LIBOR 1/27/2006 Bank of America
0000000000 12 MO LIBOR 1/25/2006 Bank of America
6442011463 12 MO LIBOR 1/27/2006 Bank of America
6455375045 12 MO LIBOR 2/17/2006 Bank of America
0000000000 12 MO LIBOR 2/3/2006 Bank of America
6513559606 12 MO LIBOR 1/25/2006 Bank of America
6514712055 12 MO LIBOR 2/22/2006 Bank of America
6520307775 12 MO LIBOR 1/25/2006 Bank of America
6547383635 12 MO LIBOR 1/23/2006 Bank of America
6551184135 12 MO LIBOR 2/24/2006 Bank of America
6657908692 12 MO LIBOR 2/10/2006 Bank of America
6697042874 12 MO LIBOR 1/31/2006 Bank of America
0000000000 12 MO LIBOR 2/1/2006 Bank of America
6733362153 12 MO LIBOR 1/31/2006 Bank of America
6738527263 12 MO LIBOR 2/1/2006 Bank of America
6772435829 12 MO LIBOR 1/27/2006 Bank of America
6784250604 12 MO LIBOR 1/24/2006 Bank of America
6842164177 12 MO LIBOR 2/2/2006 Bank of America
6859243567 12 MO LIBOR 1/27/2006 Bank of America
6877128956 12 MO LIBOR 1/30/2006 Bank of America
6896092712 12 MO LIBOR 1/27/2006 Bank of America
6913254493 12 MO LIBOR 2/10/2006 Bank of America
6924967554 12 MO LIBOR 2/10/2006 Bank of America
0000000000 12 MO LIBOR 2/23/2006 Bank of America
D-1-1
EXHIBIT D-2
LOAN GROUP 2 MORTGAGE LOAN SCHEDULE
Exhibit D-2
LOANID OCC PROPTYPE OTERM CORTERM OLTV RATE FPDATE NDDATE S_MATDATE PANDI PTDATE
6005268641 Primary PUD Attach 360 359 80 5.75 3/1/2006 4/1/2006 2/1/2036 2,917.87 3/1/2006
6006132465 Primary SFR 360 359 80 4.875 3/1/2006 4/1/2006 2/1/2036 1,781.00 3/1/2006
6010865019 Primary SFR 360 359 80 5.5 3/1/2006 3/1/2006 2/1/2036 2,234.80 3/1/2006
6038393085 Primary PUD Detach 360 359 80 6.25 3/1/2006 4/1/2006 2/1/2036 4,041.67 3/1/2006
6052656664 Primary SFR 360 359 80 6.25 3/1/2006 3/1/2006 2/1/2036 3,291.67 3/1/2006
6056287755 Primary SFR 360 360 78.87 6.25 4/1/2006 4/1/2006 3/1/2036 3,103.22 4/1/2006
6095855257 Primary SFR 360 360 80 6 4/1/2006 4/1/2006 3/1/2036 2,600.00 4/1/2006
6100406823 Primary SFR 360 359 80 7.25 3/1/2006 3/1/2006 2/1/2036 6,548.90 3/1/2006
6105739855 Primary PUD Detach 360 360 75 5.625 4/1/2006 4/1/2006 3/1/2036 2,313.24 4/1/2006
6107153485 Primary SFR 360 359 80 6.125 3/1/2006 3/1/2006 2/1/2036 2,450.00 3/1/2006
6109247483 Investor SFR 360 359 61.22 6.75 3/1/2006 3/1/2006 2/1/2036 3,960.00 3/1/2006
6124716124 Primary PUD Detach 360 360 80 5.375 4/1/2006 4/1/2006 3/1/2036 2,318.00 4/1/2006
6127046891 Primary PUD Detach 360 359 73.62 6.125 3/1/2006 4/1/2006 2/1/2036 3,062.50 3/1/2006
6133275484 Primary SFR 360 359 66.67 6.25 3/1/2006 3/1/2006 2/1/2036 3,385.42 3/1/2006
6141399516 Primary 4-Family 360 360 80 6.875 4/1/2006 4/1/2006 3/1/2036 7,094.84 4/1/2006
6149703016 Primary SFR 360 358 80 6 2/1/2006 3/1/2006 1/1/2036 4,600.00 2/1/2006
6153954026 Investor SFR 360 360 70.24 7 4/1/2006 4/1/2006 3/1/2036 4,790.18 4/1/2006
0000000000 Primary Condo 360 360 80 5.5 4/1/2006 4/1/2006 3/1/2036 3,666.67 4/1/2006
6172302629 Primary Condo 360 360 80 6 4/1/2006 4/1/2006 3/1/2036 2,140.00 4/1/2006
6178632581 Primary PUD Detach 360 359 75 6 3/1/2006 3/1/2006 2/1/2036 2,512.82 3/1/2006
6191326583 Primary Condo 360 359 75 5.75 3/1/2006 3/1/2006 2/1/2036 3,054.69 3/1/2006
6206867605 Primary SFR 360 360 80 6.125 4/1/2006 4/1/2006 3/1/2036 2,531.67 4/1/2006
6226133293 Primary PUD Detach 360 359 48.98 6.125 3/1/2006 3/1/2006 2/1/2036 6,125.00 3/1/2006
6252310203 Primary PUD Detach 360 360 55.88 6.25 4/1/2006 4/1/2006 3/1/2036 2,924.66 4/1/2006
0000000000 Primary Condo 360 360 75 6.125 4/1/2006 4/1/2006 3/1/2036 3,613.75 4/1/2006
0000000000 Primary Condo 360 359 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,333.89 3/1/2006
0000000000 Secondary SFR 360 359 79.93 5.75 3/1/2006 3/1/2006 2/1/2036 3,397.29 3/1/2006
6351216368 Investor SFR 360 359 80 6 3/1/2006 3/1/2006 2/1/2036 2,873.05 3/1/2006
6362859222 Primary SFR 360 360 61.54 6.5 4/1/2006 4/1/2006 3/1/2036 2,600.00 4/1/2006
0000000000 Primary SFR 360 360 80 7 4/1/2006 4/1/2006 3/1/2036 3,299.91 4/1/2006
6471059680 Primary SFR 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,242.04 4/1/2006
6480432183 Secondary SFR 360 360 56.75 6.5 4/1/2006 4/1/2006 3/1/2036 2,844.31 4/1/2006
6492192437 Primary SFR 360 359 70.48 6.25 3/1/2006 3/1/2006 2/1/2036 7,708.33 3/1/2006
0000000000 Primary SFR 360 359 56.57 6.625 3/1/2006 3/1/2006 2/1/2036 3,803.45 3/1/2006
6548722641 Investor SFR 360 360 90 6.75 4/1/2006 4/1/2006 3/1/2036 3,794.30 4/1/2006
6560609098 Primary SFR 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,043.63 4/1/2006
6596609740 Secondary PUD Detach 360 359 80 6.875 3/1/2006 3/1/2006 2/1/2036 5,729.17 3/1/2006
0000000000 Primary SFR 360 359 65.91 5.75 3/1/2006 3/1/2006 2/1/2036 3,473.96 3/1/2006
6662276895 Primary PUD Attach 360 360 83.41 6.25 4/1/2006 4/1/2006 3/1/2036 3,158.63 4/1/2006
6673482086 Primary 2-Family 360 359 70.92 5.75 3/1/2006 3/1/2006 2/1/2036 5,835.73 3/1/2006
6690583536 Primary SFR 360 359 77.1 5.25 3/1/2006 4/1/2006 2/1/2036 2,187.42 3/1/2006
6691260654 Primary SFR 360 359 75 5.625 3/1/2006 3/1/2006 2/1/2036 2,250.00 3/1/2006
6703155587 Primary PUD Detach 360 358 70 7.25 2/1/2006 3/1/2006 1/1/2036 12,687.50 2/1/2006
6732033607 Primary Condo 360 359 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,855.25 3/1/2006
0000000000 Primary SFR 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 2,354.17 4/1/2006
0000000000 Primary SFR 360 359 80 5.5 3/1/2006 3/1/2006 2/1/2036 2,188.96 3/1/2006
6747044813 Primary SFR 360 359 69.44 6.625 3/1/2006 3/1/2006 2/1/2036 6,002.92 3/1/2006
6761924643 Primary SFR 360 360 71.81 6.375 4/1/2006 4/1/2006 3/1/2036 4,211.13 4/1/2006
6764596463 Primary SFR 360 359 80 4.875 3/1/2006 3/1/2006 2/1/2036 2,843.75 3/1/2006
6768105121 Investor 3-Family 360 359 80 7.25 3/1/2006 3/1/2006 2/1/2036 7,613.09 3/1/2006
6782358847 Secondary SFR 360 359 70 6.5 3/1/2006 3/1/2006 2/1/2036 7,814.63 3/1/2006
6791915397 Primary SFR 360 359 43.48 7 3/1/2006 3/1/2006 2/1/2036 6,653.03 3/1/2006
6793832129 Primary 3-Family 360 359 80 6.5 3/1/2006 3/1/2006 2/1/2036 6,826.34 3/1/2006
6812608047 Secondary SFR 360 359 75 6.125 3/1/2006 3/1/2006 2/1/2036 8,536.72 3/1/2006
6874557827 Primary 2-Family 360 359 90 6.25 3/1/2006 3/1/2006 2/1/2036 3,435.71 3/1/2006
6877169844 Primary SFR 360 359 70.65 6.75 3/1/2006 4/1/2006 2/1/2036 3,656.25 3/1/2006
6915934902 Primary SFR 360 359 80 6.5 3/1/2006 3/1/2006 2/1/2036 2,946.67 3/1/2006
6918424497 Primary PUD Attach 360 360 80 6 4/1/2006 4/1/2006 3/1/2036 3,140.00 4/1/2006
6943972742 Primary SFR 360 359 75 5.375 3/1/2006 3/1/2006 2/1/2036 3,637.08 3/1/2006
6955669434 Investor 4-Family 360 359 80 7.375 3/1/2006 3/1/2006 2/1/2036 3,563.89 3/1/2006
6997274029 Primary PUD Attach 360 360 80 6.375 4/1/2006 4/1/2006 3/1/2036 2,685.14 4/1/2006
6999561860 Primary PUD Detach 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,479.95 4/1/2006
3302372192 Primary SFR 360 352 60.08 5.5 8/1/2005 3/1/2006 7/1/2035 2,558.60 2/1/2006
3302430982 Secondary Townhouse 360 352 80 5.125 8/1/2005 3/1/2006 7/1/2035 2,504.65 2/1/2006
3302458827 Primary SFR 360 352 65.86 4.875 8/1/2005 3/1/2006 7/1/2035 2,352.70 2/1/2006
3302682830 Primary SFR 360 353 51.62 5.375 9/1/2005 3/1/2006 8/1/2035 2,543.67 2/1/2006
3303186542 Primary SFR 360 359 76.19 6.375 3/1/2006 3/1/2006 2/1/2036 4,990.96 3/1/2006
3303638344 Primary SFR 360 359 70 7 3/1/2006 3/1/2006 2/1/2036 3,446.27 3/1/2006
3303663813 Primary PUD Detach 360 360 72.3 5.875 4/1/2006 4/1/2006 3/1/2036 3,164.73 4/1/2006
3303697100 Primary SFR 360 359 64.29 6.125 3/1/2006 3/1/2006 2/1/2036 2,734.25 3/1/2006
3303699981 Primary SFR 360 359 48.78 6.125 3/1/2006 3/1/2006 2/1/2036 3,038.06 3/1/2006
3303738243 Primary PUD Detach 360 360 90 5.875 4/1/2006 4/1/2006 3/1/2036 2,762.38 4/1/2006
3303762557 Primary SFR 360 360 49.7 5.875 4/1/2006 4/1/2006 3/1/2036 2,572.40 4/1/2006
3303795631 Primary SFR 360 360 78.57 6.125 4/1/2006 4/1/2006 3/1/2036 2,673.49 4/1/2006
3303801264 Primary SFR 360 360 62.24 5 4/1/2006 4/1/2006 3/1/2036 2,873.34 4/1/2006
3303807089 Primary SFR 360 360 73.45 6.25 4/1/2006 4/1/2006 3/1/2036 4,975.00 4/1/2006
3303817567 Secondary SFR 360 360 56.52 6.375 4/1/2006 4/1/2006 3/1/2036 2,891.64 4/1/2006
3303826477 Primary PUD Detach 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,957.69 4/1/2006
6009476885 Primary SFR 360 360 56.89 6.625 4/1/2006 4/1/2006 3/1/2036 2,896.07 4/1/2006
6010467105 Primary SFR 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,643.75 4/1/2006
6014980749 Primary SFR 360 360 73.17 5.875 4/1/2006 4/1/2006 3/1/2036 2,937.50 4/1/2006
0000000000 Secondary Condo 360 359 80 5.75 3/1/2006 4/1/2006 2/1/2036 2,927.71 3/1/2006
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6022782210 Primary Townhouse 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 2,802.08 4/1/2006
6027739702 Primary SFR 360 360 80 4.875 4/1/2006 4/1/2006 3/1/2036 4,000.82 4/1/2006
6029944656 Primary SFR 360 359 80 6.25 3/1/2006 4/1/2006 2/1/2036 2,332.40 3/1/2006
6036596549 Primary SFR 360 359 71.29 5.25 3/1/2006 4/1/2006 2/1/2036 2,755.69 3/1/2006
6038178684 Primary SFR 360 360 80 5.625 4/1/2006 4/1/2006 3/1/2036 3,267.75 4/1/2006
6040120351 Secondary SFR 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,800.42 4/1/2006
6042447398 Primary SFR 360 360 71.19 5.25 4/1/2006 4/1/2006 3/1/2036 1,959.02 4/1/2006
0000000000 Primary SFR 360 359 61.76 5.25 3/1/2006 3/1/2006 2/1/2036 2,769.38 3/1/2006
6053293301 Primary SFR 360 359 79.66 5.875 3/1/2006 3/1/2006 2/1/2036 2,780.23 3/1/2006
6056561159 Primary Condo 360 359 80 6 3/1/2006 3/1/2006 2/1/2036 2,180.00 3/1/2006
6062432114 Primary PUD Detach 360 359 80 5.75 3/1/2006 4/1/2006 2/1/2036 3,488.33 3/1/2006
6062496192 Primary PUD Detach 360 359 80 5 3/1/2006 3/1/2006 2/1/2036 2,684.11 3/1/2006
6062578031 Primary SFR 360 359 52 6 3/1/2006 4/1/2006 2/1/2036 5,455.91 3/1/2006
0000000000 Primary SFR 360 360 55.75 5.75 4/1/2006 4/1/2006 3/1/2036 2,323.96 4/1/2006
6070086381 Primary SFR 360 360 80 6.5 4/1/2006 4/1/2006 3/1/2036 2,318.33 4/1/2006
6081181478 Primary PUD Detach 360 360 58.18 5.75 4/1/2006 4/1/2006 3/1/2036 2,801.15 4/1/2006
6081808310 Primary PUD Detach 360 360 80 5.75 4/1/2006 4/1/2006 3/1/2036 2,530.00 4/1/2006
6093260815 Primary SFR 360 360 66.76 4.875 4/1/2006 4/1/2006 3/1/2036 2,006.88 4/1/2006
0000000000 Primary PUD Detach 360 360 80 5.375 4/1/2006 4/1/2006 3/1/2036 2,615.83 4/1/2006
6095098551 Primary SFR 360 360 77.78 5.5 4/1/2006 4/1/2006 3/1/2036 3,208.33 4/1/2006
6108326767 Primary PUD Detach 360 360 80 6.5 4/1/2006 4/1/2006 3/1/2036 3,869.62 4/1/2006
6109332939 Primary PUD Detach 360 359 80 6.25 3/1/2006 3/1/2006 2/1/2036 3,886.41 3/1/2006
6110812531 Primary Condo 360 360 80 5.25 4/1/2006 4/1/2006 3/1/2036 2,566.65 4/1/2006
6126466157 Primary SFR 360 360 80 5.125 4/1/2006 4/1/2006 3/1/2036 3,129.67 4/1/2006
6127682323 Primary PUD Detach 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 3,333.33 4/1/2006
6131622497 Secondary SFR 360 359 80 5.75 3/1/2006 3/1/2006 2/1/2036 2,223.33 3/1/2006
6133896735 Primary SFR 360 359 65.93 5.625 3/1/2006 4/1/2006 2/1/2036 7,031.25 3/1/2006
6135674643 Primary PUD Detach 360 360 78.48 5.125 4/1/2006 4/1/2006 3/1/2036 2,477.08 4/1/2006
6135779772 Primary SFR 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 3,166.67 4/1/2006
6142020798 Primary PUD Detach 360 360 80 5 4/1/2006 4/1/2006 3/1/2036 4,723.99 4/1/2006
6146896805 Primary SFR 360 359 80 5.625 3/1/2006 4/1/2006 2/1/2036 2,794.12 3/1/2006
6150442199 Primary SFR 360 360 80 6.125 4/1/2006 4/1/2006 3/1/2036 3,913.02 4/1/2006
6153233017 Primary SFR 360 360 80 6.375 4/1/2006 4/1/2006 3/1/2036 4,058.75 4/1/2006
6154531088 Primary Condo 360 360 71.92 5.375 4/1/2006 4/1/2006 3/1/2036 2,799.86 4/1/2006
6155443788 Primary SFR 360 359 80 5.5 3/1/2006 3/1/2006 2/1/2036 2,401.67 3/1/2006
0000000000 Primary SFR 360 360 80 6 4/1/2006 4/1/2006 3/1/2036 2,400.00 4/1/2006
6169607600 Primary SFR 360 360 75 6.25 4/1/2006 4/1/2006 3/1/2036 2,421.87 4/1/2006
6173595312 Primary Condo 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,544.38 4/1/2006
6178534910 Primary SFR 360 360 78.7 5.75 4/1/2006 4/1/2006 3/1/2036 2,300.24 4/1/2006
0000000000 Primary SFR 360 359 79.41 6 3/1/2006 3/1/2006 2/1/2036 2,700.00 3/1/2006
6179884116 Primary SFR 360 360 71.54 5.875 4/1/2006 4/1/2006 3/1/2036 5,205.54 4/1/2006
6180662840 Secondary Condo 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 2,591.67 4/1/2006
6185316442 Primary SFR 360 360 80 5 4/1/2006 4/1/2006 3/1/2036 2,349.14 4/1/2006
6185889497 Primary SFR 360 360 64.57 6.125 4/1/2006 4/1/2006 3/1/2036 11,535.42 4/1/2006
6199020717 Primary SFR 360 359 80 5.375 3/1/2006 3/1/2006 2/1/2036 2,173.91 3/1/2006
6199949667 Primary PUD Detach 360 359 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,389.17 3/1/2006
6203387722 Investor Condo 360 360 75 6.5 4/1/2006 4/1/2006 3/1/2036 3,209.38 4/1/2006
6209174694 Primary Condo 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,961.00 4/1/2006
6212816315 Primary 2-Family 360 360 66.4 6 4/1/2006 4/1/2006 3/1/2036 2,490.00 4/1/2006
6217306056 Primary PUD Detach 360 359 79.99 6.125 3/1/2006 4/1/2006 2/1/2036 2,554.13 3/1/2006
6218093422 Primary Townhouse 360 359 80 5.75 3/1/2006 3/1/2006 2/1/2036 2,204.17 3/1/2006
0000000000 Primary SFR 360 360 61.18 5 4/1/2006 4/1/2006 3/1/2036 2,791.48 4/1/2006
6232656402 Primary PUD Detach 360 360 69.28 5.625 4/1/2006 4/1/2006 3/1/2036 2,812.50 4/1/2006
6237791360 Primary Condo 360 360 80 5.625 4/1/2006 4/1/2006 3/1/2036 2,235.00 4/1/2006
6257204195 Primary SFR 360 359 80 6 3/1/2006 3/1/2006 2/1/2036 2,719.10 3/1/2006
6280050680 Primary PUD Detach 360 359 80 5.5 3/1/2006 3/1/2006 2/1/2036 2,805.00 3/1/2006
6280756567 Primary SFR 360 360 80 6.5 4/1/2006 4/1/2006 3/1/2036 2,275.00 4/1/2006
6285997562 Primary Condo 360 359 80 5.5 3/1/2006 4/1/2006 2/1/2036 2,563.00 3/1/2006
6294762346 Primary SFR 360 359 80 6 3/1/2006 3/1/2006 2/1/2036 2,479.60 3/1/2006
6297102300 Primary PUD Detach 360 360 40.63 5.75 4/1/2006 4/1/2006 3/1/2036 3,793.23 4/1/2006
6302140436 Primary Condo 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,353.92 4/1/2006
6303577123 Secondary Condo 360 359 75 5.875 3/1/2006 4/1/2006 2/1/2036 2,203.12 3/1/2006
6311283664 Primary PUD Detach 360 360 80 6 4/1/2006 4/1/2006 3/1/2036 2,725.99 4/1/2006
6311411752 Primary SFR 360 360 80 5.5 4/1/2006 4/1/2006 3/1/2036 2,621.67 4/1/2006
6314950475 Secondary PUD Detach 360 359 80 5.625 3/1/2006 3/1/2006 2/1/2036 2,652.17 3/1/2006
6319009269 Secondary Condo 360 360 73.93 5.875 4/1/2006 4/1/2006 3/1/2036 5,903.55 4/1/2006
6323900404 Primary PUD Detach 360 360 80 4.875 4/1/2006 4/1/2006 3/1/2036 3,037.66 4/1/2006
0000000000 Primary PUD Detach 360 360 64.52 4.875 4/1/2006 4/1/2006 3/1/2036 4,062.50 4/1/2006
6330638369 Primary SFR 360 360 69.97 5.625 4/1/2006 4/1/2006 3/1/2036 5,985.94 4/1/2006
6338057810 Primary SFR 360 359 51.35 5.5 3/1/2006 4/1/2006 2/1/2036 2,177.08 3/1/2006
6343020811 Primary PUD Detach 360 359 79.52 5.625 3/1/2006 3/1/2006 2/1/2036 3,112.50 3/1/2006
6348128106 Primary PUD Detach 360 360 79.55 5.25 4/1/2006 4/1/2006 3/1/2036 2,432.50 4/1/2006
6361154112 Primary SFR 360 359 80 6.5 3/1/2006 3/1/2006 2/1/2036 3,483.96 3/1/2006
6363355063 Primary SFR 360 360 80 4.875 4/1/2006 4/1/2006 3/1/2036 3,894.98 4/1/2006
6363957215 Primary SFR 360 360 71.85 5.75 4/1/2006 4/1/2006 3/1/2036 2,323.96 4/1/2006
0000000000 Primary Condo 360 359 58.17 5.375 3/1/2006 3/1/2006 2/1/2036 2,491.88 3/1/2006
6369804254 Primary PUD Attach 360 360 80 5.375 4/1/2006 4/1/2006 3/1/2036 2,723.33 4/1/2006
6382790779 Primary SFR 360 359 30.39 6.125 3/1/2006 4/1/2006 2/1/2036 4,808.09 3/1/2006
6385254609 Primary PUD Attach 360 360 75 6 4/1/2006 4/1/2006 3/1/2036 2,625.00 4/1/2006
6385562340 Secondary SFR 360 360 77.78 5.75 4/1/2006 4/1/2006 3/1/2036 3,354.17 4/1/2006
6400772387 Primary SFR 360 359 72.64 5.875 3/1/2006 9/1/2006 2/1/2036 609.43 8/1/2006
6402426941 Primary SFR 360 360 80 5.75 4/1/2006 4/1/2006 3/1/2036 2,180.99 4/1/2006
6409725998 Primary SFR 360 359 51.98 5.875 3/1/2006 3/1/2006 2/1/2036 2,149.27 3/1/2006
6415126629 Primary SFR 360 359 80 5.375 3/1/2006 3/1/2006 2/1/2036 3,109.37 3/1/2006
6438393842 Primary SFR 360 359 80 6.25 3/1/2006 3/1/2006 2/1/2036 2,333.33 3/1/2006
0000000000 Primary PUD Detach 360 359 86.56 5.75 3/1/2006 4/1/2006 2/1/2036 2,011.54 3/1/2006
6441609093 Primary PUD Detach 360 360 80 5.75 4/1/2006 4/1/2006 3/1/2036 2,879.98 4/1/2006
6443293763 Primary SFR 360 359 45.5 5.875 3/1/2006 3/1/2006 2/1/2036 2,691.50 3/1/2006
6444522343 Primary PUD Detach 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 2,208.33 4/1/2006
6448691490 Primary SFR 360 359 26 5.875 3/1/2006 3/1/2006 2/1/2036 3,182.29 3/1/2006
6455354255 Primary Condo 360 359 80 5.75 3/1/2006 3/1/2006 2/1/2036 3,053.25 3/1/2006
6465633375 Primary PUD Detach 360 360 67.59 6.75 4/1/2006 4/1/2006 3/1/2036 2,874.38 4/1/2006
6471240033 Primary SFR 360 359 44.88 6.375 3/1/2006 3/1/2006 2/1/2036 2,940.10 3/1/2006
6473527023 Primary Condo 360 360 80 5.5 4/1/2006 4/1/2006 3/1/2036 2,488.31 4/1/2006
6487166289 Primary PUD Detach 360 360 80 6.5 4/1/2006 4/1/2006 3/1/2036 2,882.24 4/1/2006
6487664754 Primary SFR 360 359 80 5.75 3/1/2006 3/1/2006 2/1/2036 2,146.67 3/1/2006
6490254460 Primary SFR 360 360 80 5.5 4/1/2006 4/1/2006 3/1/2036 4,150.32 4/1/2006
6491765886 Primary SFR 360 359 80 5.5 3/1/2006 3/1/2006 2/1/2036 2,035.00 3/1/2006
6514475125 Primary SFR 360 360 70.8 6.5 4/1/2006 4/1/2006 3/1/2036 3,065.53 4/1/2006
6517817307 Primary SFR 360 360 62.5 5.75 4/1/2006 4/1/2006 3/1/2036 4,960.37 4/1/2006
6527157637 Investor Condo 360 359 34.54 6.875 3/1/2006 3/1/2006 2/1/2036 4,526.24 3/1/2006
6533609126 Primary SFR 360 359 54.74 5.875 3/1/2006 3/1/2006 2/1/2036 4,803.62 3/1/2006
6541174022 Primary SFR 360 359 57.94 5.5 3/1/2006 3/1/2006 2/1/2036 2,841.67 3/1/2006
6541929557 Primary SFR 360 360 66.67 5.75 4/1/2006 4/1/2006 3/1/2036 4,668.59 4/1/2006
6542181323 Primary SFR 360 360 74.41 6.25 4/1/2006 4/1/2006 3/1/2036 2,635.42 4/1/2006
6542188039 Primary PUD Detach 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,154.17 4/1/2006
6543088717 Primary Condo 360 360 80 6.125 4/1/2006 4/1/2006 3/1/2036 4,797.92 4/1/2006
6543166968 Primary PUD Detach 360 360 80 5.375 4/1/2006 4/1/2006 3/1/2036 3,942.20 4/1/2006
6543789231 Primary SFR 360 360 76.3 5.875 4/1/2006 4/1/2006 3/1/2036 3,231.25 4/1/2006
6552942853 Primary SFR 360 359 88 5.75 3/1/2006 3/1/2006 2/1/2036 2,314.53 3/1/2006
6578954569 Primary SFR 360 360 80 5.75 4/1/2006 4/1/2006 3/1/2036 2,050.83 4/1/2006
6584943317 Primary SFR 360 359 47.37 6.25 3/1/2006 3/1/2006 2/1/2036 2,770.73 3/1/2006
6587650950 Primary SFR 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 3,166.67 4/1/2006
6592679366 Primary SFR 360 359 70.06 6 3/1/2006 3/1/2006 2/1/2036 3,030.00 3/1/2006
6595257376 Primary PUD Detach 360 360 70 5.75 4/1/2006 4/1/2006 3/1/2036 2,448.54 4/1/2006
6597938072 Secondary SFR 360 360 80 5.625 4/1/2006 4/1/2006 3/1/2036 3,361.84 4/1/2006
6599771463 Secondary Condo 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,867.78 4/1/2006
6609867939 Primary PUD Detach 360 359 70.83 5.875 3/1/2006 3/1/2006 2/1/2036 2,413.65 3/1/2006
6614591425 Primary PUD Detach 360 359 80 5.375 3/1/2006 3/1/2006 2/1/2036 3,180.64 3/1/2006
6619741546 Primary SFR 360 359 80 6.125 3/1/2006 4/1/2006 2/1/2036 3,062.27 3/1/2006
6624625064 Secondary SFR 360 359 76.19 5.25 3/1/2006 3/1/2006 2/1/2036 1,931.89 3/1/2006
6633268518 Primary SFR 360 360 87.41 6.25 4/1/2006 4/1/2006 3/1/2036 3,078.59 4/1/2006
6634473224 Primary PUD Detach 360 359 69.36 5.5 3/1/2006 3/1/2006 2/1/2036 2,291.67 3/1/2006
6645496529 Primary SFR 360 359 80 6.375 3/1/2006 3/1/2006 2/1/2036 3,992.77 3/1/2006
6656539555 Primary PUD Detach 360 360 69.35 5.5 4/1/2006 4/1/2006 3/1/2036 2,685.83 4/1/2006
6661454584 Primary SFR 360 360 80 6.125 4/1/2006 4/1/2006 3/1/2036 2,858.33 4/1/2006
6667258716 Secondary SFR 360 360 62.63 5.5 4/1/2006 4/1/2006 3/1/2036 4,258.42 4/1/2006
6670066445 Secondary Condo 360 360 76.96 5.75 4/1/2006 4/1/2006 3/1/2036 2,923.71 4/1/2006
6678295624 Primary SFR 360 360 80 5.625 4/1/2006 4/1/2006 3/1/2036 2,924.34 4/1/2006
6683096421 Primary SFR 360 360 80 5.625 4/1/2006 4/1/2006 3/1/2036 2,343.75 4/1/2006
6684902585 Primary Condo 360 360 80 5.5 4/1/2006 4/1/2006 3/1/2036 3,682.91 4/1/2006
6699168693 Investor SFR 360 359 31.03 6.5 3/1/2006 4/1/2006 2/1/2036 5,688.62 3/1/2006
6701053057 Primary SFR 360 359 62.88 6.125 3/1/2006 3/1/2006 2/1/2036 3,056.29 3/1/2006
6703708047 Primary SFR 360 359 80 5.375 3/1/2006 3/1/2006 2/1/2036 2,777.08 3/1/2006
6718629451 Primary PUD Detach 360 360 72.91 5.375 4/1/2006 4/1/2006 3/1/2036 2,286.03 4/1/2006
6719665199 Primary SFR 360 360 75 5.25 4/1/2006 4/1/2006 3/1/2036 2,584.27 4/1/2006
6730472021 Primary Condo 360 360 80 5.5 4/1/2006 4/1/2006 3/1/2036 2,206.23 4/1/2006
6733045576 Primary SFR 360 360 58.33 6.125 4/1/2006 4/1/2006 3/1/2036 3,394.27 4/1/2006
6733494774 Primary PUD Detach 360 360 80 5.5 4/1/2006 4/1/2006 3/1/2036 3,020.64 4/1/2006
6734285338 Primary SFR 360 358 63.89 5.625 2/1/2006 3/1/2006 1/1/2036 2,620.31 2/1/2006
6735578293 Primary PUD Detach 360 360 80 4.625 4/1/2006 4/1/2006 3/1/2036 1,731.35 4/1/2006
0000000000 Primary PUD Detach 360 359 80 5.375 3/1/2006 3/1/2006 2/1/2036 2,293.33 3/1/2006
6739331368 Primary SFR 360 360 80 5.125 4/1/2006 4/1/2006 3/1/2036 3,240.30 4/1/2006
0000000000 Primary SFR 360 360 61.39 6.125 4/1/2006 4/1/2006 3/1/2036 2,585.26 4/1/2006
6750242775 Primary SFR 360 359 13.55 6 3/1/2006 3/1/2006 2/1/2036 2,100.00 3/1/2006
6750954973 Primary SFR 360 359 49.82 6.5 3/1/2006 4/1/2006 2/1/2036 13,273.43 3/1/2006
0000000000 Primary PUD Detach 360 359 64.36 5.5 3/1/2006 4/1/2006 2/1/2036 2,291.67 3/1/2006
6762993639 Primary PUD Detach 360 360 75 5.125 4/1/2006 4/1/2006 3/1/2036 3,450.18 4/1/2006
0000000000 Primary SFR 360 359 75.61 6.625 3/1/2006 3/1/2006 2/1/2036 2,567.19 3/1/2006
6776583004 Primary SFR 360 359 63.74 5.875 3/1/2006 3/1/2006 2/1/2036 2,184.53 3/1/2006
6780522352 Primary Condo 360 359 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,741.67 3/1/2006
6788768486 Primary SFR 360 360 72.73 5 4/1/2006 4/1/2006 3/1/2036 4,294.58 4/1/2006
6802558632 Primary SFR 360 360 69.23 6.125 4/1/2006 4/1/2006 3/1/2036 2,526.56 4/1/2006
6806768757 Primary PUD Detach 360 358 81.71 5.25 2/1/2006 3/1/2006 1/1/2036 2,260.83 2/1/2006
6808118316 Primary PUD Detach 360 360 80 6 4/1/2006 4/1/2006 3/1/2036 3,366.00 4/1/2006
6813453914 Primary Condo 360 360 80 5.625 4/1/2006 4/1/2006 3/1/2036 2,325.00 4/1/2006
0000000000 Primary PUD Detach 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 3,516.48 4/1/2006
6818950732 Primary PUD Attach 360 359 80 6 3/1/2006 3/1/2006 2/1/2036 2,162.84 3/1/2006
6823332819 Primary SFR 360 359 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,056.25 3/1/2006
6824774175 Primary SFR 360 360 80 5.25 4/1/2006 4/1/2006 3/1/2036 2,765.00 4/1/2006
6841218263 Primary SFR 360 360 70 5.25 4/1/2006 4/1/2006 3/1/2036 2,705.61 4/1/2006
6847131593 Secondary Condo 360 359 80 5.375 3/1/2006 3/1/2006 2/1/2036 2,620.67 3/1/2006
6853492665 Primary Townhouse 360 360 80 5.375 4/1/2006 4/1/2006 3/1/2036 3,041.77 4/1/2006
6861920756 Primary Townhouse 360 359 60 5.5 3/1/2006 3/1/2006 2/1/2036 2,750.00 3/1/2006
6867484617 Primary SFR 360 360 69.84 5.375 4/1/2006 4/1/2006 3/1/2036 2,002.19 4/1/2006
6872728412 Investor Townhouse 360 359 80 6 3/1/2006 3/1/2006 2/1/2036 3,513.37 3/1/2006
6872796468 Primary PUD Detach 360 360 80 5.25 4/1/2006 4/1/2006 3/1/2036 2,197.30 4/1/2006
6880499451 Secondary SFR 360 360 62.97 5.5 4/1/2006 4/1/2006 3/1/2036 2,502.82 4/1/2006
6880813008 Primary SFR 360 359 69.23 5.5 3/1/2006 4/1/2006 2/1/2036 4,120.94 3/1/2006
6886590246 Primary SFR 360 358 86.3 6.25 2/1/2006 3/1/2006 1/1/2036 3,031.81 2/1/2006
6891327212 Primary SFR 360 360 67.01 6.625 4/1/2006 4/1/2006 3/1/2036 2,917.90 4/1/2006
6893531852 Primary Condo 360 360 80 6.375 4/1/2006 4/1/2006 3/1/2036 3,152.79 4/1/2006
6894767315 Primary SFR 360 360 80 7.125 4/1/2006 4/1/2006 3/1/2036 3,930.63 4/1/2006
6904838536 Primary SFR 360 360 65.03 5.875 4/1/2006 4/1/2006 3/1/2036 2,276.56 4/1/2006
6905683907 Primary PUD Detach 360 360 72.8 6.75 4/1/2006 4/1/2006 3/1/2036 2,968.88 4/1/2006
6910894341 Primary PUD Detach 360 360 80 5 4/1/2006 4/1/2006 3/1/2036 1,950.00 4/1/2006
0000000000 Primary SFR 360 360 80 5.75 4/1/2006 4/1/2006 3/1/2036 3,011.24 4/1/2006
6923610882 Primary SFR 360 359 78.63 5.375 3/1/2006 4/1/2006 2/1/2036 2,575.87 3/1/2006
6937350061 Primary SFR 360 360 66.67 5.625 4/1/2006 4/1/2006 3/1/2036 3,453.94 4/1/2006
6945370168 Primary SFR 360 359 78.57 6.25 3/1/2006 4/1/2006 2/1/2036 2,291.41 3/1/2006
6948366478 Primary SFR 360 360 80 5.5 4/1/2006 4/1/2006 3/1/2036 2,343.00 4/1/2006
6948720336 Secondary Condo 360 360 73.53 5.5 4/1/2006 4/1/2006 3/1/2036 2,980.90 4/1/2006
0000000000 Primary Condo 360 360 75 6.25 4/1/2006 4/1/2006 3/1/2036 3,694.31 4/1/2006
6951528881 Primary SFR 360 360 64.09 5.875 4/1/2006 4/1/2006 3/1/2036 2,917.92 4/1/2006
6959301976 Primary SFR 360 359 66.71 5.875 3/1/2006 4/1/2006 2/1/2036 2,482.19 3/1/2006
6963411639 Primary SFR 360 360 80 5.125 4/1/2006 4/1/2006 3/1/2036 2,395.31 4/1/2006
6965949917 Primary SFR 360 359 66.85 5.875 3/1/2006 3/1/2006 2/1/2036 9,886.21 3/1/2006
6966335033 Investor 2-Family 360 359 74.29 6.375 3/1/2006 3/1/2006 2/1/2036 3,453.13 3/1/2006
0000000000 Primary SFR 360 359 80 5.375 3/1/2006 3/1/2006 2/1/2036 2,576.42 3/1/2006
6968249000 Primary PUD Detach 360 359 80 5.5 3/1/2006 4/1/2006 2/1/2036 3,293.14 3/1/2006
0000000000 Primary SFR 360 360 71.43 5.625 4/1/2006 4/1/2006 3/1/2036 3,750.00 4/1/2006
6970459316 Primary SFR 360 359 78.31 5.875 3/1/2006 3/1/2006 2/1/2036 3,182.29 3/1/2006
6976226347 Primary SFR 360 360 80 5.5 4/1/2006 4/1/2006 3/1/2036 2,016.67 4/1/2006
6977089231 Primary PUD Detach 360 359 80 5.75 3/1/2006 4/1/2006 2/1/2036 2,595.17 3/1/2006
6977587648 Primary SFR 360 359 80 5.875 3/1/2006 4/1/2006 2/1/2036 3,505.42 3/1/2006
6978722749 Primary Condo 360 360 80 5.625 4/1/2006 4/1/2006 3/1/2036 4,001.97 4/1/2006
6980297219 Primary SFR 360 360 80 5.625 4/1/2006 4/1/2006 3/1/2036 2,671.05 4/1/2006
6983664266 Primary SFR 360 359 80 6.125 3/1/2006 4/1/2006 2/1/2036 3,183.88 3/1/2006
6995645725 Primary Condo 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,741.67 4/1/2006
6997061707 Primary PUD Detach 360 359 80 5 3/1/2006 3/1/2006 2/1/2036 3,865.12 3/1/2006
LOANID XXXX COBAL PURPOSE DOC OAPPVAL FRTRDATE CEILING FLOOR CAPINT MARGIN
6005268641 500,000.00 499,477.96 Purchase Standard 625,000.00 2/1/2011 10.75 2.25 2 2.25
6006132465 438,400.00 438,400.00 Purchase Standard 548,000.00 2/1/2011 9.875 2.25 2 2.25
6010865019 487,592.00 487,592.00 Purchase Standard 610,000.00 2/1/2011 10.5 2.25 2 2.25
6038393085 776,000.00 776,000.00 Purchase Standard 993,000.00 2/1/2011 11.25 2.25 2 2.25
6052656664 632,000.00 632,000.00 Purchase Standard 790,000.00 2/1/2011 11.25 2.25 2 2.25
6056287755 504,000.00 504,000.00 C/O Refi Stated Income 639,000.00 3/1/2011 11.25 2.25 2 2.25
6095855257 520,000.00 520,000.00 Purchase Standard 650,000.00 3/1/2011 11 2.25 2 2.25
6100406823 960,000.00 959,251.10 Purchase Stated Income 1,200,000.00 2/1/2011 12.25 2.25 2 2.25
6105739855 493,492.00 493,492.00 Purchase Stated Income 660,000.00 3/1/2011 10.625 2.25 2 2.25
6107153485 480,000.00 480,000.00 Purchase Standard 600,000.00 2/1/2011 11.125 2.25 2 2.25
6109247483 704,000.00 704,000.00 R/T Refi Standard 1,150,000.00 2/1/2011 11.75 2.25 2 2.25
6124716124 517,506.00 517,506.00 Purchase Standard 650,000.00 3/1/2011 10.375 2.25 2 2.25
6127046891 600,000.00 600,000.00 Purchase Standard 815,000.00 2/1/2011 11.125 2.25 2 2.25
6133275484 650,000.00 650,000.00 C/O Refi Stated Income 975,000.00 2/1/2011 11.25 2.25 2 2.25
6141399516 1,080,000.00 1,080,000.00 Purchase Standard 1,350,000.00 3/1/2011 11.875 2.25 2 2.25
6149703016 920,000.00 920,000.00 C/O Refi Standard 1,150,000.00 1/1/2011 11 2.25 2 2.25
6153954026 720,000.00 720,000.00 C/O Refi Stated Income 1,025,000.00 3/1/2011 12 2.25 2 2.25
0000000000 800,000.00 800,000.00 Purchase Standard 1,000,000.00 3/1/2011 10.5 2.25 2 2.25
6172302629 428,000.00 428,000.00 Purchase Standard 535,000.00 3/1/2011 11 2.25 2 2.25
6178632581 502,564.00 502,564.00 Purchase Stated Income 672,000.00 2/1/2011 11 2.25 2 2.25
6191326583 637,500.00 637,500.00 Purchase Stated Income 860,000.00 2/1/2011 10.75 2.25 2 2.25
6206867605 496,000.00 496,000.00 R/T Refi Stated Income 620,000.00 3/1/2011 11.125 2.25 2 2.25
6226133293 1,200,000.00 1,200,000.00 R/T Refi Stated Income 2,450,000.00 2/1/2011 11.125 2.25 2 2.25
6252310203 475,000.00 475,000.00 C/O Refi Stated Income 850,000.00 3/1/2011 11.25 2.25 2 2.25
0000000000 708,000.00 708,000.00 Purchase Standard 944,000.00 3/1/2011 11.125 2.25 2 2.25
0000000000 476,710.00 476,710.00 Purchase Stated Income 595,888.00 2/1/2011 10.875 2.25 2 2.25
0000000000 709,000.00 709,000.00 Purchase Standard 887,000.00 2/1/2011 10.75 2.25 2 2.25
6351216368 479,200.00 478,722.95 Purchase Stated Income 610,000.00 2/1/2011 11 2.25 2 2.25
6362859222 480,000.00 480,000.00 C/O Refi Stated Income 780,000.00 3/1/2011 11.5 2.25 2 2.25
0000000000 496,000.00 496,000.00 C/O Refi Stated Income 620,000.00 3/1/2011 12 2.25 2 2.25
6471059680 457,949.00 457,949.00 Purchase Stated Income 595,000.00 3/1/2011 10.875 2.25 2 2.25
6480432183 450,000.00 450,000.00 C/O Refi Stated Income 793,000.00 3/1/2011 11.5 2.25 2 2.25
6492192437 1,480,000.00 1,480,000.00 R/T Refi Standard 2,100,000.00 2/1/2011 11.25 2.25 2 2.25
0000000000 594,000.00 593,475.93 C/O Refi Stated Income 1,050,000.00 2/1/2011 11.625 2.25 2 2.25
6548722641 585,000.00 585,000.00 Purchase Standard 701,000.00 3/1/2011 11.75 2.25 2 2.25
6560609098 417,422.00 417,422.00 Purchase Standard 530,000.00 3/1/2011 10.875 2.25 2 2.25
6596609740 1,000,000.00 1,000,000.00 Purchase Stated Income 1,250,000.00 2/1/2011 11.875 2.25 2 2.25
0000000000 725,000.00 725,000.00 R/T Refi Stated Income 1,100,000.00 2/1/2011 10.75 2.25 2 2.25
6662276895 513,000.00 513,000.00 R/T Refi Stated Income 615,000.00 3/1/2011 11.25 2.25 2 2.25
6673482086 1,000,000.00 998,955.94 Purchase Stated Income 1,410,000.00 2/1/2011 10.75 2.25 2 2.25
6690583536 500,000.00 499,981.76 Purchase Stated Income 650,000.00 2/1/2011 10.25 2.25 2 2.25
6691260654 480,000.00 480,000.00 R/T Refi Stated Income 640,000.00 2/1/2011 10.625 2.25 2 2.25
6703155587 2,100,000.00 2,100,000.00 Purchase Stated Income 3,000,000.00 1/1/2011 12.25 2.25 2 2.25
6732033607 583,200.00 583,200.00 Purchase Stated Income 729,000.00 2/1/2011 10.875 2.25 2 2.25
0000000000 452,000.00 452,000.00 C/O Refi Stated Income 565,000.00 3/1/2011 11.25 2.25 2 2.25
0000000000 477,592.00 477,592.00 Purchase Standard 597,000.00 2/1/2011 10.5 2.25 2 2.25
6747044813 937,500.00 936,672.86 C/O Refi Stated Income 1,350,000.00 2/1/2011 11.625 2.25 2 2.25
6761924643 675,000.00 675,000.00 C/O Refi Stated Income 940,000.00 3/1/2011 11.375 2.25 2 2.25
6764596463 700,000.00 700,000.00 Purchase Standard 939,000.00 2/1/2011 9.875 2.25 2 2.25
6768105121 1,116,000.00 1,115,129.41 Purchase Standard 1,395,000.00 2/1/2011 12.25 2.25 2 2.25
6782358847 1,442,700.00 1,442,700.00 Purchase Stated Income 2,200,000.00 2/1/2011 11.5 2.25 2 2.25
6791915397 1,000,000.00 999,180.30 C/O Refi Stated Income 2,300,000.00 2/1/2011 12 2.25 2 2.25
6793832129 1,080,000.00 1,079,023.66 Purchase Stated Income 1,400,000.00 2/1/2011 11.5 2.25 2 2.25
6812608047 1,672,500.00 1,672,500.00 Purchase Standard 2,230,000.00 2/1/2011 11.125 2.25 2 2.25
6874557827 558,000.00 557,470.54 Purchase Stated Income 620,000.00 2/1/2011 11.25 2.25 2 2.25
6877169844 650,000.00 650,000.00 C/O Refi Stated Income 920,000.00 2/1/2011 11.75 2.25 2 2.25
6915934902 544,000.00 544,000.00 Purchase Stated Income 680,000.00 2/1/2011 11.5 2.25 2 2.25
6918424497 628,000.00 628,000.00 Purchase Standard 785,000.00 3/1/2011 11 2.25 2 2.25
6943972742 812,000.00 812,000.00 Purchase Stated Income 1,100,000.00 2/1/2011 10.375 2.25 2 2.25
6955669434 516,000.00 515,607.36 C/O Refi Stated Income 645,000.00 2/1/2011 12.375 2.25 2 2.25
6997274029 430,400.00 430,400.00 Purchase Standard 550,000.00 3/1/2011 11.375 2.25 2 2.25
6999561860 506,543.00 506,543.00 Purchase Standard 635,000.00 3/1/2011 10.875 2.25 2 2.25
3302372192 450,624.00 446,614.20 R/T Refi Reduced 750,000.00 7/1/2010 10.5 2.25 2 2.25
3302430982 460,000.00 455,614.28 Purchase Reduced 580,000.00 7/1/2010 10.125 2.25 2 2.25
3302458827 444,568.00 440,132.18 R/T Refi Reduced 675,000.00 7/1/2010 9.875 2.25 2 2.25
3302682830 454,250.00 450,638.70 R/T Refi Reduced 880,000.00 8/1/2010 10.375 2.25 2 2.25
3303186542 800,000.00 799,259.04 Purchase Reduced 1,100,000.00 2/1/2011 11.375 2.25 2 2.25
3303638344 518,000.00 517,575.40 C/O Refi Reduced 740,000.00 2/1/2011 12 2.25 2 2.25
3303663813 535,000.00 535,000.00 Purchase Reduced 780,000.00 3/1/2011 10.875 2.25 2 2.25
3303697100 450,000.00 449,562.63 C/O Refi Standard 700,000.00 2/1/2011 11.125 2.25 2 2.25
3303699981 500,000.00 499,514.02 R/T Refi Reduced 1,025,000.00 2/1/2011 11.125 2.25 2 2.25
3303738243 466,982.00 466,982.00 Purchase Rapid 621,000.00 3/1/2011 10.875 2.25 2 2.25
3303762557 434,866.00 434,866.00 C/O Refi Reduced 875,000.00 3/1/2011 10.875 2.25 2 2.25
3303795631 440,000.00 440,000.00 Purchase Standard 570,000.00 3/1/2011 11.125 2.25 2 2.25
3303801264 535,250.00 535,250.00 R/T Refi Reduced 860,000.00 3/1/2011 10 2.25 2 2.25
3303807089 808,000.00 808,000.00 C/O Refi Standard 1,100,000.00 3/1/2011 11.25 2.25 2 2.25
3303817567 463,500.00 463,500.00 C/O Refi Standard 820,000.00 3/1/2011 11.375 2.25 2 2.25
3303826477 500,000.00 500,000.00 Purchase Reduced 625,000.00 3/1/2011 10.875 2.25 2 2.25
6009476885 452,290.00 452,290.00 C/O Refi All Ready Home 795,000.00 3/1/2011 11.625 2.25 2 2.25
6010467105 540,000.00 540,000.00 Purchase Reduced 700,000.00 3/1/2011 10.875 2.25 2 2.25
6014980749 600,000.00 600,000.00 Purchase Reduced 820,000.00 3/1/2011 10.875 2.25 2 2.25
0000000000 616,000.00 611,000.00 Purchase Reduced 775,000.00 2/1/2011 10.75 2.25 2 2.25
6017756088 463,200.00 462,693.00 Purchase Reduced 585,000.00 2/1/2011 10.5 2.25 2 2.25
6022782210 538,000.00 538,000.00 Purchase SISA 672,500.00 3/1/2011 11.25 2.25 2 2.25
6027739702 756,000.00 756,000.00 Purchase Reduced 945,000.00 3/1/2011 9.875 2.25 2 2.25
6029944656 447,920.00 447,820.00 Purchase SISA 560,000.00 2/1/2011 11.25 2.25 2 2.25
6036596549 499,035.00 498,218.28 C/O Refi Reduced 700,000.00 2/1/2011 10.25 2.25 2 2.25
6038178684 697,120.00 697,120.00 Purchase Reduced 875,000.00 3/1/2011 10.625 2.25 2 2.25
6040120351 572,000.00 572,000.00 Purchase Reduced 790,000.00 3/1/2011 10.875 2.25 2 2.25
6042447398 447,775.00 447,775.00 Purchase Reduced 632,000.00 3/1/2011 10.25 2.25 2 2.25
0000000000 633,000.00 633,000.00 R/T Refi Reduced 1,025,000.00 2/1/2011 10.25 2.25 2 2.25
6053293301 470,000.00 469,520.81 Purchase Standard 600,000.00 2/1/2011 10.875 2.25 2 2.25
6056561159 436,000.00 436,000.00 Purchase Standard 555,000.00 2/1/2011 11 2.25 2 2.25
6062432114 728,000.00 728,000.00 Purchase Reduced 910,000.00 2/1/2011 10.75 2.25 2 2.25
6062496192 500,000.00 499,399.22 Purchase Reduced 625,000.00 2/1/2011 10 2.25 2 2.25
6062578031 910,000.00 909,094.09 R/T Refi Standard 1,750,000.00 2/1/2011 11 2.25 2 2.25
0000000000 485,000.00 485,000.00 R/T Refi Rapid 870,000.00 3/1/2011 10.75 2.25 2 2.25
6070086381 428,000.00 428,000.00 Purchase Rapid 570,000.00 3/1/2011 11.5 2.25 2 2.25
6081181478 480,000.00 480,000.00 R/T Refi Reduced 825,000.00 3/1/2011 10.75 2.25 2 2.25
6081808310 528,000.00 528,000.00 Purchase Standard 670,000.00 3/1/2011 10.75 2.25 2 2.25
6093260815 494,000.00 494,000.00 C/O Refi Rapid 740,000.00 3/1/2011 9.875 2.25 2 2.25
0000000000 584,000.00 584,000.00 Purchase Rapid 735,000.00 3/1/2011 10.375 2.25 2 2.25
6095098551 700,000.00 700,000.00 Purchase Reduced 920,000.00 3/1/2011 10.5 2.25 2 2.25
6108326767 714,392.00 714,392.00 Purchase Reduced 893,000.00 3/1/2011 11.5 2.25 2 2.25
6109332939 631,200.00 630,601.09 Purchase Standard 800,000.00 2/1/2011 11.25 2.25 2 2.25
6110812531 464,800.00 464,800.00 Purchase Reduced 581,000.00 3/1/2011 10.25 2.25 2 2.25
6126466157 732,800.00 732,800.00 Purchase Reduced 916,000.00 3/1/2011 10.125 2.25 2 2.25
6127682323 640,000.00 640,000.00 Purchase Standard 800,000.00 3/1/2011 11.25 2.25 2 2.25
6131622497 464,000.00 464,000.00 Purchase Standard 580,000.00 2/1/2011 10.75 2.25 2 2.25
6133896735 1,500,000.00 1,500,000.00 Purchase Rapid 2,300,000.00 2/1/2011 10.625 2.25 2 2.25
6135674643 580,000.00 580,000.00 R/T Refi Reduced 739,000.00 3/1/2011 10.125 2.25 2 2.25
6135779772 608,000.00 608,000.00 R/T Refi Standard 760,000.00 3/1/2011 11.25 2.25 2 2.25
6142020798 879,992.00 879,992.00 Purchase Standard 1,100,000.00 3/1/2011 10 2.25 2 2.25
6146896805 596,079.00 596,079.00 Purchase Standard 746,000.00 2/1/2011 10.625 2.25 2 2.25
6150442199 644,000.00 644,000.00 Purchase SISA 905,000.00 3/1/2011 11.125 2.25 2 2.25
6153233017 764,000.00 764,000.00 Purchase SISA 962,000.00 3/1/2011 11.375 2.25 2 2.25
6154531088 500,000.00 500,000.00 Purchase Reduced 698,000.00 3/1/2011 10.375 2.25 2 2.25
6155443788 524,000.00 524,000.00 Purchase Standard 655,000.00 2/1/2011 10.5 2.25 2 2.25
0000000000 480,000.00 480,000.00 Purchase SISA 600,000.00 3/1/2011 11 2.25 2 2.25
6169607600 465,000.00 465,000.00 C/O Refi Reduced 620,000.00 3/1/2011 11.25 2.25 2 2.25
6173595312 519,704.00 519,704.00 Purchase Rapid 650,000.00 3/1/2011 10.875 2.25 2 2.25
6178534910 480,050.00 480,050.00 R/T Refi Rapid 610,000.00 3/1/2011 10.75 2.25 2 2.25
0000000000 540,000.00 540,000.00 C/O Refi Rapid 680,000.00 2/1/2011 11 2.25 2 2.25
6179884116 880,000.00 880,000.00 C/O Refi Reduced 1,230,000.00 3/1/2011 10.875 2.25 2 2.25
6180662840 497,600.00 497,600.00 Purchase Standard 649,000.00 3/1/2011 11.25 2.25 2 2.25
6185316442 437,600.00 437,600.00 Purchase Rapid 547,000.00 3/1/2011 10 2.25 2 2.25
6185889497 2,260,000.00 2,260,000.00 R/T Refi Standard 3,500,000.00 3/1/2011 11.125 2.25 2 2.25
6199020717 485,337.00 485,337.00 Purchase Standard 646,000.00 2/1/2011 10.375 2.25 2 2.25
6199949667 488,000.00 488,000.00 Purchase Reduced 610,000.00 2/1/2011 10.875 2.25 2 2.25
6203387722 592,500.00 592,500.00 Purchase Standard 790,000.00 3/1/2011 11.5 2.25 2 2.25
6209174694 604,800.00 604,800.00 Purchase Reduced 756,000.00 3/1/2011 10.875 2.25 2 2.25
6212816315 498,000.00 498,000.00 C/O Refi Standard 750,000.00 3/1/2011 11 2.25 2 2.25
6217306056 500,400.00 500,400.00 Purchase Rapid 626,000.00 2/1/2011 11.125 2.25 2 2.25
6218093422 460,000.00 460,000.00 Purchase Reduced 620,000.00 2/1/2011 10.75 2.25 2 2.25
0000000000 520,000.00 520,000.00 Purchase Reduced 875,000.00 3/1/2011 10 2.25 2 2.25
6232656402 600,000.00 600,000.00 Purchase Reduced 866,000.00 3/1/2011 10.625 2.25 2 2.25
6237791360 476,800.00 476,800.00 Purchase Standard 596,000.00 3/1/2011 10.625 2.25 2 2.25
6257204195 543,820.00 543,820.00 Purchase Standard 727,000.00 2/1/2011 11 2.25 2 2.25
6280050680 612,000.00 612,000.00 Purchase Reduced 765,000.00 2/1/2011 10.5 2.25 2 2.25
6280756567 420,000.00 420,000.00 Purchase Reduced 525,000.00 3/1/2011 11.5 2.25 2 2.25
6285997562 559,200.00 559,200.00 Purchase Rapid 715,000.00 2/1/2011 10.5 2.25 2 2.25
6294762346 495,920.00 495,920.00 Purchase SISA 625,000.00 2/1/2011 11 2.25 2 2.25
6297102300 650,000.00 650,000.00 Purchase Reduced 1,600,000.00 3/1/2011 10.75 2.25 2 2.25
6302140436 480,800.00 480,800.00 Purchase Standard 601,000.00 3/1/2011 10.875 2.25 2 2.25
6303577123 450,000.00 450,000.00 Purchase Rapid 605,000.00 2/1/2011 10.875 2.25 2 2.25
6311283664 454,672.00 454,672.00 Purchase Standard 568,500.00 3/1/2011 11 2.25 2 2.25
6311411752 572,000.00 572,000.00 Purchase Standard 720,000.00 3/1/2011 10.5 2.25 2 2.25
6314950475 460,720.00 460,227.46 Purchase Rapid 575,900.00 2/1/2011 10.625 2.25 2 2.25
6319009269 998,000.00 998,000.00 Purchase Reduced 1,380,000.00 3/1/2011 10.875 2.25 2 2.25
6323900404 574,000.00 574,000.00 Purchase Reduced 720,000.00 3/1/2011 9.875 2.25 2 2.25
0000000000 1,000,000.00 1,000,000.00 Purchase Reduced 1,550,000.00 3/1/2011 9.875 2.25 2 2.25
6330638369 1,277,000.00 1,277,000.00 Purchase Rapid 1,825,000.00 3/1/2011 10.625 2.25 2 2.25
6338057810 475,000.00 475,000.00 Purchase Reduced 925,000.00 2/1/2011 10.5 2.25 2 2.25
6343020811 664,000.00 664,000.00 R/T Refi SISA 835,000.00 2/1/2011 10.625 2.25 2 2.25
6348128106 556,000.00 556,000.00 Purchase Rapid 740,000.00 3/1/2011 10.25 2.25 2 2.25
6361154112 551,200.00 550,701.71 Purchase Reduced 689,000.00 2/1/2011 11.5 2.25 2 2.25
6363355063 736,000.00 736,000.00 Purchase Rapid 920,000.00 3/1/2011 9.875 2.25 2 2.25
6363957215 485,000.00 485,000.00 R/T Refi Rapid 675,000.00 3/1/2011 10.75 2.25 2 2.25
0000000000 445,000.00 444,501.35 Purchase Reduced 765,000.00 2/1/2011 10.375 2.25 2 2.25
6369804254 608,000.00 608,000.00 Purchase Reduced 760,000.00 3/1/2011 10.375 2.25 2 2.25
6382790779 941,994.00 941,994.00 R/T Refi Reduced 3,100,000.00 2/1/2011 11.125 2.25 2 2.25
6385254609 525,000.00 525,000.00 Purchase SISA 715,000.00 3/1/2011 11 2.25 2 2.25
6385562340 700,000.00 700,000.00 Purchase Reduced 1,000,000.00 3/1/2011 10.75 2.25 2 2.25
6400772387 1,000,000.00 124,479.15 Purchase SISA 1,380,000.00 2/1/2011 10.875 2.25 2 2.25
6402426941 455,164.00 455,164.00 Purchase Rapid 570,000.00 3/1/2011 10.75 2.25 2 2.25
6409725998 439,000.00 439,000.00 R/T Refi Rapid 844,500.00 2/1/2011 10.875 2.25 2 2.25
6415126629 555,272.00 554,649.79 Purchase Reduced 698,000.00 2/1/2011 10.375 2.25 2 2.25
6438393842 448,000.00 448,000.00 C/O Refi Standard 560,000.00 2/1/2011 11.25 2.25 2 2.25
0000000000 419,800.00 419,800.00 R/T Refi Reduced 485,000.00 2/1/2011 10.75 2.25 2 2.25
6441609093 601,040.00 601,040.00 Purchase Reduced 752,000.00 3/1/2011 10.75 2.25 2 2.25
6443293763 455,000.00 454,536.10 C/O Refi Reduced 1,000,000.00 2/1/2011 10.875 2.25 2 2.25
6444522343 424,000.00 424,000.00 Purchase SISA 538,000.00 3/1/2011 11.25 2.25 2 2.25
6448691490 650,000.00 650,000.00 R/T Refi Reduced 2,500,000.00 2/1/2011 10.875 2.25 2 2.25
6455354255 637,200.00 637,200.00 Purchase Rapid 796,500.00 2/1/2011 10.75 2.25 2 2.25
6465633375 511,000.00 511,000.00 C/O Refi Rapid 756,000.00 3/1/2011 11.75 2.25 2 2.25
6471240033 471,267.00 470,830.51 C/O Refi All Ready Home 1,050,000.00 2/1/2011 11.375 2.25 2 2.25
6473527023 542,904.00 542,904.00 Purchase Rapid 679,000.00 3/1/2011 10.5 2.25 2 2.25
6487166289 456,000.00 456,000.00 R/T Refi Standard 570,000.00 3/1/2011 11.5 2.25 2 2.25
6487664754 448,000.00 448,000.00 Purchase Reduced 573,000.00 2/1/2011 10.75 2.25 2 2.25
6490254460 905,524.00 905,524.00 Purchase Rapid 1,140,000.00 3/1/2011 10.5 2.25 2 2.25
6491765886 444,000.00 444,000.00 Purchase Standard 559,000.00 2/1/2011 10.5 2.25 2 2.25
6514475125 485,000.00 485,000.00 Purchase Reduced 685,000.00 3/1/2011 11.5 2.25 2 2.25
6517817307 850,000.00 850,000.00 Purchase Reduced 1,560,000.00 3/1/2011 10.75 2.25 2 2.25
6527157637 689,000.00 688,421.16 C/O Refi Standard 1,995,000.00 2/1/2011 11.875 2.25 2 2.25
6533609126 999,000.00 981,164.16 Purchase Rapid 1,825,000.00 2/1/2011 10.875 2.25 2 2.25
6541174022 620,000.00 620,000.00 C/O Refi Rapid 1,070,000.00 2/1/2011 10.5 2.25 2 2.25
6541929557 800,000.00 800,000.00 C/O Refi Reduced 1,200,000.00 3/1/2011 10.75 2.25 2 2.25
6542181323 506,000.00 506,000.00 C/O Refi Reduced 680,000.00 3/1/2011 11.25 2.25 2 2.25
6542188039 440,000.00 440,000.00 Purchase Standard 550,000.00 3/1/2011 10.875 2.25 2 2.25
6543088717 940,000.00 940,000.00 Purchase SISA 1,175,000.00 3/1/2011 11.125 2.25 2 2.25
6543166968 704,000.00 704,000.00 Purchase Rapid 930,000.00 3/1/2011 10.375 2.25 2 2.25
6543789231 660,000.00 660,000.00 Purchase Reduced 865,000.00 3/1/2011 10.875 2.25 2 2.25
6552942853 483,032.00 483,032.00 Purchase Standard 551,000.00 2/1/2011 10.75 2.25 2 2.25
6578954569 428,000.00 428,000.00 R/T Refi Reduced 535,000.00 3/1/2011 10.75 2.25 2 2.25
6584943317 450,000.00 449,573.02 Purchase Reduced 995,000.00 2/1/2011 11.25 2.25 2 2.25
6587650950 608,000.00 608,000.00 C/O Refi Standard 760,000.00 3/1/2011 11.25 2.25 2 2.25
6592679366 606,000.00 606,000.00 R/T Refi Standard 865,000.00 2/1/2011 11 2.25 2 2.25
6595257376 511,000.00 511,000.00 R/T Refi Rapid 730,000.00 3/1/2011 10.75 2.25 2 2.25
6597938072 584,000.00 584,000.00 Purchase Reduced 730,000.00 3/1/2011 10.625 2.25 2 2.25
6599771463 484,800.00 484,800.00 Purchase Reduced 630,000.00 3/1/2011 10.875 2.25 2 2.25
6609867939 493,000.00 493,000.00 R/T Refi Rapid 696,000.00 2/1/2011 10.875 2.25 2 2.25
6614591425 568,000.00 567,363.53 Purchase Reduced 712,000.00 2/1/2011 10.375 2.25 2 2.25
6619741546 600,000.00 599,954.07 Purchase Reduced 750,000.00 2/1/2011 11.125 2.25 2 2.25
6624625064 441,575.00 441,575.00 Purchase Standard 600,000.00 2/1/2011 10.5 2.25 2 2.25
6633268518 500,000.00 500,000.00 Purchase Reduced 733,000.00 3/1/2011 11.25 2.25 2 2.25
6634473224 500,000.00 500,000.00 Purchase Reduced 725,000.00 2/1/2011 10.5 2.25 2 2.25
6645496529 640,000.00 639,407.23 Purchase Reduced 810,000.00 2/1/2011 11.375 2.25 2 2.25
6656539555 586,000.00 586,000.00 R/T Refi Rapid 845,000.00 3/1/2011 10.5 2.25 2 2.25
6661454584 560,000.00 560,000.00 R/T Refi Standard 700,000.00 3/1/2011 11.125 2.25 2 2.25
6667258716 750,000.00 750,000.00 Purchase Reduced 1,200,000.00 3/1/2011 10.5 2.25 2 2.25
6670066445 501,000.00 501,000.00 Purchase Reduced 652,000.00 3/1/2011 10.75 2.25 2 2.25
6678295624 508,000.00 508,000.00 Purchase Reduced 640,000.00 3/1/2011 10.625 2.25 2 2.25
6683096421 500,000.00 500,000.00 Purchase Reduced 625,000.00 3/1/2011 10.625 2.25 2 2.25
6684902585 648,640.00 648,640.00 Purchase Reduced 811,000.00 3/1/2011 10.5 2.25 2 2.25
6699168693 900,000.00 879,186.38 Purchase Standard 2,905,000.00 2/1/2011 11.5 2.25 2 2.25
6701053057 503,000.00 502,511.11 C/O Refi Standard 800,000.00 2/1/2011 11.125 2.25 2 2.25
6703708047 620,000.00 620,000.00 Purchase SISA 775,000.00 2/1/2011 10.375 2.25 2 2.25
6718629451 510,370.00 510,370.00 C/O Refi Reduced 700,000.00 3/1/2011 10.375 2.25 2 2.25
6719665199 467,992.00 467,992.00 Purchase Standard 633,000.00 3/1/2011 10.25 2.25 2 2.25
6730472021 481,360.00 481,360.00 Purchase Reduced 610,000.00 3/1/2011 10.5 2.25 2 2.25
6733045576 665,000.00 665,000.00 R/T Refi Reduced 1,140,000.00 3/1/2011 11.125 2.25 2 2.25
6733494774 532,000.00 532,000.00 Purchase Reduced 665,000.00 3/1/2011 10.5 2.25 2 2.25
6734285338 559,000.00 559,000.00 R/T Refi Rapid 875,000.00 1/1/2011 10.625 2.25 2 2.25
6735578293 449,216.00 449,216.00 Purchase Rapid 565,000.00 3/1/2011 9.625 2.25 2 2.25
0000000000 512,000.00 512,000.00 Purchase Standard 640,000.00 2/1/2011 10.375 2.25 2 2.25
6739331368 595,110.00 595,110.00 Purchase Reduced 745,000.00 3/1/2011 10.125 2.25 2 2.25
0000000000 506,500.00 506,500.00 R/T Refi Reduced 825,000.00 3/1/2011 11.125 2.25 2 2.25
6750242775 420,000.00 420,000.00 C/O Refi Reduced 3,100,000.00 2/1/2011 11 2.25 2 2.25
6750954973 2,100,000.00 2,098,101.57 C/O Refi Standard 4,215,000.00 2/1/2011 11.5 2.25 2 2.25
0000000000 500,000.00 500,000.00 Purchase Standard 1,100,000.00 2/1/2011 10.5 2.25 2 2.25
6762993639 633,657.00 633,657.00 Purchase Reduced 850,000.00 3/1/2011 10.125 2.25 2 2.25
0000000000 465,000.00 465,000.00 C/O Refi Reduced 615,000.00 2/1/2011 11.625 2.25 2 2.25
6776583004 446,202.00 446,202.00 C/O Refi SISA 700,000.00 2/1/2011 10.875 2.25 2 2.25
6780522352 560,000.00 560,000.00 Purchase Reduced 700,000.00 2/1/2011 10.875 2.25 2 2.25
6788768486 800,000.00 800,000.00 Purchase Reduced 1,100,000.00 3/1/2011 10 2.25 2 2.25
6802558632 495,000.00 495,000.00 R/T Refi Reduced 715,000.00 3/1/2011 11.125 2.25 2 2.25
6806768757 516,761.00 516,761.00 Purchase Standard 678,000.00 1/1/2011 10.5 2.25 2 2.25
6808118316 673,200.00 673,200.00 Purchase Standard 875,000.00 3/1/2011 11 2.25 2 2.25
6813453914 496,000.00 496,000.00 Purchase Standard 620,000.00 3/1/2011 10.625 2.25 2 2.25
0000000000 594,463.00 594,463.00 Purchase Standard 807,000.00 3/1/2011 10.875 2.25 2 2.25
6818950732 432,568.00 432,568.00 Purchase Rapid 550,000.00 2/1/2011 11 2.25 2 2.25
6823332819 420,000.00 420,000.00 Purchase Reduced 528,000.00 2/1/2011 10.875 2.25 2 2.25
6824774175 632,000.00 632,000.00 C/O Refi Standard 790,000.00 3/1/2011 10.25 2.25 2 2.25
6841218263 489,965.00 489,965.00 Purchase Rapid 700,000.00 3/1/2011 10.25 2.25 2 2.25
6847131593 468,000.00 467,475.58 Purchase Standard 590,000.00 2/1/2011 10.375 2.25 2 2.25
6853492665 543,200.00 543,200.00 Purchase Standard 679,000.00 3/1/2011 10.375 2.25 2 2.25
6861920756 600,000.00 600,000.00 Purchase Reduced 1,000,000.00 2/1/2011 10.5 2.25 2 2.25
6867484617 447,000.00 447,000.00 R/T Refi Rapid 640,000.00 3/1/2011 10.375 2.25 2 2.25
6872728412 586,000.00 585,416.63 R/T Refi Standard 732,500.00 2/1/2011 11 2.25 2 2.25
6872796468 502,240.00 502,240.00 Purchase Reduced 638,000.00 3/1/2011 10.25 2.25 2 2.25
6880499451 440,800.00 440,800.00 C/O Refi Standard 700,000.00 3/1/2011 10.5 2.25 2 2.25
6880813008 900,000.00 899,114.95 C/O Refi Reduced 1,300,000.00 2/1/2011 10.5 2.25 2 2.25
6886590246 492,402.00 491,465.13 Purchase Rapid 625,000.00 1/1/2011 12.5 2.25 2 2.25
6891327212 455,700.00 455,700.00 C/O Refi Reduced 680,000.00 3/1/2011 11.625 2.25 2 2.25
6893531852 505,360.00 505,360.00 Purchase SISA 633,000.00 3/1/2011 11.375 2.25 2 2.25
6894767315 662,000.00 662,000.00 Purchase SISA 827,500.00 3/1/2011 12.125 2.25 2 2.25
6904838536 465,000.00 465,000.00 Purchase Rapid 720,000.00 3/1/2011 10.875 2.25 2 2.25
6905683907 527,800.00 527,800.00 C/O Refi Reduced 725,000.00 3/1/2011 11.75 2.25 2 2.25
6910894341 468,000.00 468,000.00 Purchase Reduced 589,000.00 3/1/2011 10 2.25 2 2.25
0000000000 516,000.00 516,000.00 Purchase Reduced 648,000.00 3/1/2011 10.75 2.25 2 2.25
6923610882 460,000.00 459,484.55 C/O Refi Reduced 585,000.00 2/1/2011 10.375 2.25 2 2.25
6937350061 600,000.00 600,000.00 Purchase Rapid 900,000.00 3/1/2011 10.625 2.25 2 2.25
6945370168 440,000.00 439,950.00 C/O Refi Rapid 560,000.00 2/1/2011 11.25 2.25 2 2.25
6948366478 511,200.00 511,200.00 Purchase Reduced 645,000.00 3/1/2011 10.5 2.25 2 2.25
6948720336 525,000.00 525,000.00 Purchase Standard 715,000.00 3/1/2011 10.5 2.25 2 2.25
0000000000 600,000.00 600,000.00 C/O Refi Rapid 800,000.00 3/1/2011 11.25 2.25 2 2.25
6951528881 596,000.00 596,000.00 R/T Refi Standard 930,000.00 3/1/2011 10.875 2.25 2 2.25
6959301976 507,000.00 507,000.00 R/T Refi Rapid 760,000.00 2/1/2011 10.875 2.25 2 2.25
6963411639 439,920.00 439,920.00 Purchase Standard 570,000.00 3/1/2011 10.125 2.25 2 2.25
6965949917 1,671,272.00 1,669,568.06 R/T Refi Standard 2,500,000.00 2/1/2011 10.875 2.25 2 2.25
6966335033 650,000.00 650,000.00 Purchase Standard 875,000.00 2/1/2011 11.375 2.25 2 2.25
0000000000 575,200.00 575,200.00 Purchase SISA 725,000.00 2/1/2011 10.375 2.25 2 2.25
6968249000 579,992.00 579,357.16 Purchase Reduced 725,000.00 2/1/2011 10.5 2.25 2 2.25
0000000000 800,000.00 800,000.00 Purchase Reduced 1,150,000.00 3/1/2011 10.625 2.25 2 2.25
6970459316 650,000.00 650,000.00 Purchase Standard 830,000.00 2/1/2011 10.875 2.25 2 2.25
6976226347 440,000.00 440,000.00 Purchase Standard 575,000.00 3/1/2011 10.5 2.25 2 2.25
6977089231 541,600.00 541,600.00 Purchase Reduced 677,000.00 2/1/2011 10.75 2.25 2 2.25
6977587648 716,000.00 716,000.00 Purchase Reduced 895,000.00 2/1/2011 10.875 2.25 2 2.25
6978722749 695,200.00 695,200.00 Purchase Reduced 869,000.00 3/1/2011 10.625 2.25 2 2.25
6980297219 464,000.00 464,000.00 Purchase Reduced 580,000.00 3/1/2011 10.625 2.25 2 2.25
6983664266 524,000.00 523,490.70 Purchase Reduced 655,000.00 2/1/2011 11.125 2.25 2 2.25
6995645725 560,000.00 560,000.00 Purchase Reduced 700,000.00 3/1/2011 10.875 2.25 2 2.25
6997061707 720,000.00 719,134.88 Purchase Standard 940,000.00 2/1/2011 10 2.25 2 2.25
LOANID INDEX ODATE SERVICER
6005268641 12 MO LIBOR 1/25/2006 Bank of America
6006132465 12 MO LIBOR 1/18/2006 Bank of America
6010865019 12 MO LIBOR 1/27/2006 Bank of America
6038393085 12 MO LIBOR 2/3/2006 Bank of America
6052656664 12 MO LIBOR 1/25/2006 Bank of America
6056287755 12 MO LIBOR 2/10/2006 Bank of America
6095855257 12 MO LIBOR 2/16/2006 Bank of America
6100406823 12 MO LIBOR 1/13/2006 Bank of America
6105739855 12 MO LIBOR 2/1/2006 Bank of America
6107153485 12 MO LIBOR 1/30/2006 Bank of America
6109247483 12 MO LIBOR 1/11/2006 Bank of America
6124716124 12 MO LIBOR 2/2/2006 Bank of America
6127046891 12 MO LIBOR 12/28/2005 Bank of America
6133275484 12 MO LIBOR 1/23/2006 Bank of America
6141399516 12 MO LIBOR 2/2/2006 Bank of America
6149703016 12 MO LIBOR 12/19/2005 Bank of America
6153954026 12 MO LIBOR 2/2/2006 Bank of America
0000000000 12 MO LIBOR 2/8/2006 Bank of America
6172302629 12 MO LIBOR 2/21/2006 Bank of America
6178632581 12 MO LIBOR 1/27/2006 Bank of America
6191326583 12 MO LIBOR 1/30/2006 Bank of America
6206867605 12 MO LIBOR 2/9/2006 Bank of America
6226133293 12 MO LIBOR 1/6/2006 Bank of America
6252310203 12 MO LIBOR 2/3/2006 Bank of America
0000000000 12 MO LIBOR 2/8/2006 Bank of America
0000000000 12 MO LIBOR 1/24/2006 Bank of America
0000000000 12 MO LIBOR 1/6/2006 Bank of America
6351216368 12 MO LIBOR 1/17/2006 Bank of America
6362859222 12 MO LIBOR 2/14/2006 Bank of America
0000000000 12 MO LIBOR 2/14/2006 Bank of America
6471059680 12 MO LIBOR 1/26/2006 Bank of America
6480432183 12 MO LIBOR 2/13/2006 Bank of America
6492192437 12 MO LIBOR 1/25/2006 Bank of America
0000000000 12 MO LIBOR 1/25/2006 Bank of America
6548722641 12 MO LIBOR 2/3/2006 Bank of America
6560609098 12 MO LIBOR 2/17/2006 Bank of America
6596609740 12 MO LIBOR 1/12/2006 Bank of America
0000000000 12 MO LIBOR 1/23/2006 Bank of America
6662276895 12 MO LIBOR 1/30/2006 Bank of America
6673482086 12 MO LIBOR 1/26/2006 Bank of America
6690583536 12 MO LIBOR 1/27/2006 Bank of America
6691260654 12 MO LIBOR 1/26/2006 Bank of America
6703155587 12 MO LIBOR 12/23/2005 Bank of America
6732033607 12 MO LIBOR 1/31/2006 Bank of America
0000000000 12 MO LIBOR 2/8/2006 Bank of America
0000000000 12 MO LIBOR 1/27/2006 Bank of America
6747044813 12 MO LIBOR 1/27/2006 Bank of America
6761924643 12 MO LIBOR 1/31/2006 Bank of America
6764596463 12 MO LIBOR 1/27/2006 Bank of America
6768105121 12 MO LIBOR 1/12/2006 Bank of America
6782358847 12 MO LIBOR 1/31/2006 Bank of America
6791915397 12 MO LIBOR 1/18/2006 Bank of America
6793832129 12 MO LIBOR 1/27/2006 Bank of America
6812608047 12 MO LIBOR 1/27/2006 Bank of America
6874557827 12 MO LIBOR 1/24/2006 Bank of America
6877169844 12 MO LIBOR 1/30/2006 Bank of America
6915934902 12 MO LIBOR 1/19/2006 Bank of America
6918424497 12 MO LIBOR 2/10/2006 Bank of America
6943972742 12 MO LIBOR 1/20/2006 Bank of America
6955669434 12 MO LIBOR 1/6/2006 Bank of America
6997274029 12 MO LIBOR 2/7/2006 Bank of America
6999561860 12 MO LIBOR 2/8/2006 Bank of America
3302372192 12 MO LIBOR 6/22/2005 Bank of America
3302430982 12 MO LIBOR 6/27/2005 Bank of America
3302458827 12 MO LIBOR 6/22/2005 Bank of America
3302682830 12 MO LIBOR 7/8/2005 Bank of America
3303186542 12 MO LIBOR 1/30/2006 Bank of America
3303638344 12 MO LIBOR 1/27/2006 Bank of America
3303663813 12 MO LIBOR 2/27/2006 Bank of America
3303697100 12 MO LIBOR 1/23/2006 Bank of America
3303699981 12 MO LIBOR 1/27/2006 Bank of America
3303738243 12 MO LIBOR 2/21/2006 Bank of America
3303762557 12 MO LIBOR 2/1/2006 Bank of America
3303795631 12 MO LIBOR 2/3/2006 Bank of America
3303801264 12 MO LIBOR 2/8/2006 Bank of America
3303807089 12 MO LIBOR 2/9/2006 Bank of America
3303817567 12 MO LIBOR 2/22/2006 Bank of America
3303826477 12 MO LIBOR 2/13/2006 Bank of America
6009476885 12 MO LIBOR 2/16/2006 Bank of America
6010467105 12 MO LIBOR 2/6/2006 Bank of America
6014980749 12 MO LIBOR 2/3/2006 Bank of America
0000000000 12 MO LIBOR 1/31/2006 Bank of America
6017756088 12 MO LIBOR 2/1/2006 Bank of America
6022782210 12 MO LIBOR 2/6/2006 Bank of America
6027739702 12 MO LIBOR 2/3/2006 Bank of America
6029944656 12 MO LIBOR 1/26/2006 Bank of America
6036596549 12 MO LIBOR 1/25/2006 Bank of America
6038178684 12 MO LIBOR 2/14/2006 Bank of America
6040120351 12 MO LIBOR 2/22/2006 Bank of America
6042447398 12 MO LIBOR 2/3/2006 Bank of America
0000000000 12 MO LIBOR 1/30/2006 Bank of America
6053293301 12 MO LIBOR 1/27/2006 Bank of America
6056561159 12 MO LIBOR 1/27/2006 Bank of America
6062432114 12 MO LIBOR 1/20/2006 Bank of America
6062496192 12 MO LIBOR 1/26/2006 Bank of America
6062578031 12 MO LIBOR 1/26/2006 Bank of America
0000000000 12 MO LIBOR 1/31/2006 Bank of America
6070086381 12 MO LIBOR 1/26/2006 Bank of America
6081181478 12 MO LIBOR 2/6/2006 Bank of America
6081808310 12 MO LIBOR 1/30/2006 Bank of America
6093260815 12 MO LIBOR 1/30/2006 Bank of America
0000000000 12 MO LIBOR 2/10/2006 Bank of America
6095098551 12 MO LIBOR 2/13/2006 Bank of America
6108326767 12 MO LIBOR 1/31/2006 Bank of America
6109332939 12 MO LIBOR 1/23/2006 Bank of America
6110812531 12 MO LIBOR 2/13/2006 Bank of America
6126466157 12 MO LIBOR 2/16/2006 Bank of America
6127682323 12 MO LIBOR 2/6/2006 Bank of America
6131622497 12 MO LIBOR 1/17/2006 Bank of America
6133896735 12 MO LIBOR 1/17/2006 Bank of America
6135674643 12 MO LIBOR 2/6/2006 Bank of America
6135779772 12 MO LIBOR 1/31/2006 Bank of America
6142020798 12 MO LIBOR 2/2/2006 Bank of America
6146896805 12 MO LIBOR 1/23/2006 Bank of America
6150442199 12 MO LIBOR 2/15/2006 Bank of America
6153233017 12 MO LIBOR 2/10/2006 Bank of America
6154531088 12 MO LIBOR 1/25/2006 Bank of America
6155443788 12 MO LIBOR 1/23/2006 Bank of America
0000000000 12 MO LIBOR 1/31/2006 Bank of America
6169607600 12 MO LIBOR 1/27/2006 Bank of America
6173595312 12 MO LIBOR 2/17/2006 Bank of America
6178534910 12 MO LIBOR 2/9/2006 Bank of America
0000000000 12 MO LIBOR 1/30/2006 Bank of America
6179884116 12 MO LIBOR 1/30/2006 Bank of America
6180662840 12 MO LIBOR 2/17/2006 Bank of America
6185316442 12 MO LIBOR 2/15/2006 Bank of America
6185889497 12 MO LIBOR 2/17/2006 Bank of America
6199020717 12 MO LIBOR 1/20/2006 Bank of America
6199949667 12 MO LIBOR 1/27/2006 Bank of America
6203387722 12 MO LIBOR 2/13/2006 Bank of America
6209174694 12 MO LIBOR 2/9/2006 Bank of America
6212816315 12 MO LIBOR 2/10/2006 Bank of America
6217306056 12 MO LIBOR 1/31/2006 Bank of America
6218093422 12 MO LIBOR 2/1/2006 Bank of America
0000000000 12 MO LIBOR 2/23/2006 Bank of America
6232656402 12 MO LIBOR 2/13/2006 Bank of America
6237791360 12 MO LIBOR 2/1/2006 Bank of America
6257204195 12 MO LIBOR 1/31/2006 Bank of America
6280050680 12 MO LIBOR 1/31/2006 Bank of America
6280756567 12 MO LIBOR 2/24/2006 Bank of America
6285997562 12 MO LIBOR 1/5/2006 Bank of America
6294762346 12 MO LIBOR 1/26/2006 Bank of America
6297102300 12 MO LIBOR 2/10/2006 Bank of America
6302140436 12 MO LIBOR 2/24/2006 Bank of America
6303577123 12 MO LIBOR 1/23/2006 Bank of America
6311283664 12 MO LIBOR 2/27/2006 Bank of America
6311411752 12 MO LIBOR 2/28/2006 Bank of America
6314950475 12 MO LIBOR 1/30/2006 Bank of America
6319009269 12 MO LIBOR 2/3/2006 Bank of America
6323900404 12 MO LIBOR 2/22/2006 Bank of America
0000000000 12 MO LIBOR 2/13/2006 Bank of America
6330638369 12 MO LIBOR 2/15/2006 Bank of America
6338057810 12 MO LIBOR 1/20/2006 Bank of America
6343020811 12 MO LIBOR 1/19/2006 Bank of America
6348128106 12 MO LIBOR 2/20/2006 Bank of America
6361154112 12 MO LIBOR 1/20/2006 Bank of America
6363355063 12 MO LIBOR 2/10/2006 Bank of America
6363957215 12 MO LIBOR 2/2/2006 Bank of America
0000000000 12 MO LIBOR 1/18/2006 Bank of America
6369804254 12 MO LIBOR 1/27/2006 Bank of America
6382790779 12 MO LIBOR 1/9/2006 Bank of America
6385254609 12 MO LIBOR 2/27/2006 Bank of America
6385562340 12 MO LIBOR 2/16/2006 Bank of America
6400772387 12 MO LIBOR 1/26/2006 Bank of America
6402426941 12 MO LIBOR 2/24/2006 Bank of America
6409725998 12 MO LIBOR 1/20/2006 Bank of America
6415126629 12 MO LIBOR 1/23/2006 Bank of America
6438393842 12 MO LIBOR 1/25/2006 Bank of America
0000000000 12 MO LIBOR 1/30/2006 Bank of America
6441609093 12 MO LIBOR 2/14/2006 Bank of America
6443293763 12 MO LIBOR 1/25/2006 Bank of America
6444522343 12 MO LIBOR 2/15/2006 Bank of America
6448691490 12 MO LIBOR 1/25/2006 Bank of America
6455354255 12 MO LIBOR 1/13/2006 Bank of America
6465633375 12 MO LIBOR 2/15/2006 Bank of America
6471240033 12 MO LIBOR 1/16/2006 Bank of America
6473527023 12 MO LIBOR 2/21/2006 Bank of America
6487166289 12 MO LIBOR 2/14/2006 Bank of America
6487664754 12 MO LIBOR 1/18/2006 Bank of America
6490254460 12 MO LIBOR 2/15/2006 Bank of America
6491765886 12 MO LIBOR 1/23/2006 Bank of America
6514475125 12 MO LIBOR 2/8/2006 Bank of America
6517817307 12 MO LIBOR 2/10/2006 Bank of America
6527157637 12 MO LIBOR 1/25/2006 Bank of America
6533609126 12 MO LIBOR 1/23/2006 Bank of America
6541174022 12 MO LIBOR 1/25/2006 Bank of America
6541929557 12 MO LIBOR 2/1/2006 Bank of America
6542181323 12 MO LIBOR 1/31/2006 Bank of America
6542188039 12 MO LIBOR 1/31/2006 Bank of America
6543088717 12 MO LIBOR 2/9/2006 Bank of America
6543166968 12 MO LIBOR 2/9/2006 Bank of America
6543789231 12 MO LIBOR 2/8/2006 Bank of America
6552942853 12 MO LIBOR 1/31/2006 Bank of America
6578954569 12 MO LIBOR 1/30/2006 Bank of America
6584943317 12 MO LIBOR 1/30/2006 Bank of America
6587650950 12 MO LIBOR 2/13/2006 Bank of America
6592679366 12 MO LIBOR 1/25/2006 Bank of America
6595257376 12 MO LIBOR 2/1/2006 Bank of America
6597938072 12 MO LIBOR 2/14/2006 Bank of America
6599771463 12 MO LIBOR 2/8/2006 Bank of America
6609867939 12 MO LIBOR 1/26/2006 Bank of America
6614591425 12 MO LIBOR 1/27/2006 Bank of America
6619741546 12 MO LIBOR 1/26/2006 Bank of America
6624625064 12 MO LIBOR 4/21/2005 Bank of America
6633268518 12 MO LIBOR 2/14/2006 Bank of America
6634473224 12 MO LIBOR 1/31/2006 Bank of America
6645496529 12 MO LIBOR 1/31/2006 Bank of America
6656539555 12 MO LIBOR 2/2/2006 Bank of America
6661454584 12 MO LIBOR 2/6/2006 Bank of America
6667258716 12 MO LIBOR 1/23/2006 Bank of America
6670066445 12 MO LIBOR 2/13/2006 Bank of America
6678295624 12 MO LIBOR 2/21/2006 Bank of America
6683096421 12 MO LIBOR 2/8/2006 Bank of America
6684902585 12 MO LIBOR 2/2/2006 Bank of America
6699168693 12 MO LIBOR 1/31/2006 Bank of America
6701053057 12 MO LIBOR 1/18/2006 Bank of America
6703708047 12 MO LIBOR 1/4/2006 Bank of America
6718629451 12 MO LIBOR 2/8/2006 Bank of America
6719665199 12 MO LIBOR 2/3/2006 Bank of America
6730472021 12 MO LIBOR 2/10/2006 Bank of America
6733045576 12 MO LIBOR 2/3/2006 Bank of America
6733494774 12 MO LIBOR 2/3/2006 Bank of America
6734285338 12 MO LIBOR 12/23/2005 Bank of America
6735578293 12 MO LIBOR 2/14/2006 Bank of America
0000000000 12 MO LIBOR 1/27/2006 Bank of America
6739331368 12 MO LIBOR 1/31/2006 Bank of America
0000000000 12 MO LIBOR 2/2/2006 Bank of America
6750242775 12 MO LIBOR 1/19/2006 Bank of America
6750954973 12 MO LIBOR 1/24/2006 Bank of America
0000000000 12 MO LIBOR 1/27/2006 Bank of America
6762993639 12 MO LIBOR 2/1/2006 Bank of America
0000000000 12 MO LIBOR 1/26/2006 Bank of America
6776583004 12 MO LIBOR 1/20/2006 Bank of America
6780522352 12 MO LIBOR 1/27/2006 Bank of America
6788768486 12 MO LIBOR 2/13/2006 Bank of America
6802558632 12 MO LIBOR 1/27/2006 Bank of America
6806768757 12 MO LIBOR 1/7/2005 Bank of America
6808118316 12 MO LIBOR 2/6/2006 Bank of America
6813453914 12 MO LIBOR 2/9/2006 Bank of America
0000000000 12 MO LIBOR 2/24/2006 Bank of America
6818950732 12 MO LIBOR 1/19/2006 Bank of America
6823332819 12 MO LIBOR 1/23/2006 Bank of America
6824774175 12 MO LIBOR 2/9/2006 Bank of America
6841218263 12 MO LIBOR 2/1/2006 Bank of America
6847131593 12 MO LIBOR 1/31/2006 Bank of America
6853492665 12 MO LIBOR 2/9/2006 Bank of America
6861920756 12 MO LIBOR 2/1/2006 Bank of America
6867484617 12 MO LIBOR 2/9/2006 Bank of America
6872728412 12 MO LIBOR 1/27/2006 Bank of America
6872796468 12 MO LIBOR 2/2/2006 Bank of America
6880499451 12 MO LIBOR 2/24/2006 Bank of America
6880813008 12 MO LIBOR 1/20/2006 Bank of America
6886590246 12 MO LIBOR 2/25/2005 Bank of America
6891327212 12 MO LIBOR 2/10/2006 Bank of America
6893531852 12 MO LIBOR 2/8/2006 Bank of America
6894767315 12 MO LIBOR 2/1/2006 Bank of America
6904838536 12 MO LIBOR 2/2/2006 Bank of America
6905683907 12 MO LIBOR 2/21/2006 Bank of America
6910894341 12 MO LIBOR 2/23/2006 Bank of America
0000000000 12 MO LIBOR 2/8/2006 Bank of America
6923610882 12 MO LIBOR 1/20/2006 Bank of America
6937350061 12 MO LIBOR 2/6/2006 Bank of America
6945370168 12 MO LIBOR 1/20/2006 Bank of America
6948366478 12 MO LIBOR 1/31/2006 Bank of America
6948720336 12 MO LIBOR 2/3/2006 Bank of America
0000000000 12 MO LIBOR 2/7/2006 Bank of America
6951528881 12 MO LIBOR 2/21/2006 Bank of America
6959301976 12 MO LIBOR 1/23/2006 Bank of America
6963411639 12 MO LIBOR 2/3/2006 Bank of America
6965949917 12 MO LIBOR 1/25/2006 Bank of America
6966335033 12 MO LIBOR 1/9/2006 Bank of America
0000000000 12 MO LIBOR 1/30/2006 Bank of America
6968249000 12 MO LIBOR 1/24/2006 Bank of America
0000000000 12 MO LIBOR 2/14/2006 Bank of America
6970459316 12 MO LIBOR 1/31/2006 Bank of America
6976226347 12 MO LIBOR 2/27/2006 Bank of America
6977089231 12 MO LIBOR 1/25/2006 Bank of America
6977587648 12 MO LIBOR 1/11/2006 Bank of America
6978722749 12 MO LIBOR 2/13/2006 Bank of America
6980297219 12 MO LIBOR 2/21/2006 Bank of America
6983664266 12 MO LIBOR 1/30/2006 Bank of America
6995645725 12 MO LIBOR 3/1/2006 Bank of America
6997061707 12 MO LIBOR 1/27/2006 Bank of America
D-2-1
EXHIBIT D-3
LOAN GROUP 3 MORTGAGE LOAN SCHEDULE
Exhibit D-3
LOANID OCC PROPTYPE OTERM CORTERM OLTV RATE FPDATE NDDATE S_MATDATE PANDI PTDATE
6067896073 Primary Condo 360 358 90 6.125 2/1/2006 3/1/2006 1/1/2036 4,524.84 2/1/2006
6165817567 Primary PUD Detach 360 360 69.01 7.125 4/1/2006 4/1/2006 3/1/2036 3,766.09 4/1/2006
6170148800 Primary SFR 360 360 70.99 6.375 4/1/2006 4/1/2006 3/1/2036 5,093.40 4/1/2006
6199361707 Primary SFR 360 360 78.79 6.25 4/1/2006 4/1/2006 3/1/2036 3,201.73 4/1/2006
6276058549 Primary PUD Detach 360 359 80 6.5 3/1/2006 4/1/2006 2/1/2036 2,275.00 3/1/2006
6317250386 Primary SFR 360 359 80 6 3/1/2006 3/1/2006 2/1/2036 2,960.00 3/1/2006
6318350060 Primary SFR 360 359 62.44 6.375 3/1/2006 4/1/2006 2/1/2036 3,836.80 3/1/2006
6391165112 Primary Condo 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 2,912.50 4/1/2006
6427372633 Primary SFR 360 359 79.99 6 3/1/2006 3/1/2006 2/1/2036 2,307.00 3/1/2006
6558865389 Primary SFR 360 360 69.27 6.75 4/1/2006 4/1/2006 3/1/2036 5,642.81 4/1/2006
6734238311 Primary PUD Detach 360 359 74.94 6 3/1/2006 3/1/2006 2/1/2036 5,683.74 3/1/2006
6744677813 Primary SFR 360 359 75 6.125 3/1/2006 3/1/2006 2/1/2036 3,100.78 3/1/2006
6793090140 Primary SFR 360 359 80 6.5 3/1/2006 4/1/2006 2/1/2036 3,202.33 3/1/2006
6902456083 Primary SFR 360 359 67.75 6.375 3/1/2006 3/1/2006 2/1/2036 2,879.38 3/1/2006
6058860054 Primary SFR 360 360 80 6 4/1/2006 4/1/2006 3/1/2036 2,292.00 4/1/2006
6072894576 Primary PUD Detach 360 359 80 5.5 3/1/2006 4/1/2006 2/1/2036 3,737.96 3/1/2006
6080479063 Primary SFR 360 360 77.03 5.75 4/1/2006 4/1/2006 3/1/2036 2,395.83 4/1/2006
6089081399 Primary SFR 360 359 80 5.5 3/1/2006 4/1/2006 2/1/2036 2,438.33 3/1/2006
6098223909 Secondary SFR 360 355 69.87 5.875 11/1/2005 3/1/2006 10/1/2035 2,839.39 2/1/2006
6170125535 Primary SFR 360 360 80 6 4/1/2006 4/1/2006 3/1/2036 5,276.05 4/1/2006
6173906873 Primary Condo 360 360 70 6.5 4/1/2006 4/1/2006 3/1/2036 3,539.59 4/1/2006
6251355837 Primary PUD Attach 360 359 75 5.875 3/1/2006 3/1/2006 2/1/2036 2,566.64 3/1/2006
6267422563 Primary Condo 360 360 80 6.125 4/1/2006 4/1/2006 3/1/2036 2,756.25 4/1/2006
6269038631 Primary SFR 360 359 80 5.75 3/1/2006 3/1/2006 2/1/2036 2,510.83 3/1/2006
6275887757 Primary SFR 360 360 80 6.5 4/1/2006 4/1/2006 3/1/2036 2,816.67 4/1/2006
6305864883 Primary SFR 360 360 62.07 6.5 4/1/2006 4/1/2006 3/1/2036 2,437.50 4/1/2006
6381523643 Primary PUD Detach 360 360 76.02 5.5 4/1/2006 4/1/2006 3/1/2036 3,066.25 4/1/2006
6485759390 Primary PUD Detach 360 360 65.22 5.875 4/1/2006 4/1/2006 3/1/2036 4,436.54 4/1/2006
6543652413 Primary Condo 360 360 79.99 6 4/1/2006 4/1/2006 3/1/2036 5,074.60 4/1/2006
6558203284 Primary SFR 360 359 80 6.125 3/1/2006 4/1/2006 2/1/2036 3,348.33 3/1/2006
6569914424 Primary SFR 360 360 67.08 6.125 4/1/2006 4/1/2006 3/1/2036 4,108.85 4/1/2006
6629841229 Primary Condo 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 2,986.98 4/1/2006
6637590370 Primary SFR 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 4,925.74 4/1/2006
6711176021 Primary SFR 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,839.39 4/1/2006
6728897379 Primary SFR 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,154.17 4/1/2006
6795461083 Primary SFR 360 360 80 6 4/1/2006 4/1/2006 3/1/2036 3,120.00 4/1/2006
6819790749 Secondary PUD Detach 360 359 75.47 6.25 3/1/2006 3/1/2006 2/1/2036 6,156.87 3/1/2006
6884220846 Primary PUD Detach 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 3,479.17 4/1/2006
6898167520 Investor Townhouse 360 360 80 6.375 4/1/2006 4/1/2006 3/1/2036 3,363.91 4/1/2006
6906161077 Secondary SFR 360 359 51.84 6 3/1/2006 3/1/2006 2/1/2036 4,739.45 3/1/2006
6925608215 Primary SFR 360 359 65 6.125 3/1/2006 3/1/2006 2/1/2036 5,687.24 3/1/2006
6984250610 Primary PUD Detach 360 359 80 5.375 3/1/2006 3/1/2006 2/1/2036 4,053.39 3/1/2006
6989910747 Primary PUD Detach 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,232.50 4/1/2006
LOANID OBAL COBAL PURPOSE DOC OAPPVAL FRTRDATE CEILING FLOOR CAPINT MARGIN
6067896073 886,500.00 886,500.00 Purchase Standard 1,250,000.00 1/1/2013 11.125 2.25 2 2.25
6165817567 559,000.00 559,000.00 R/T Refi Stated Income 810,000.00 3/1/2013 12.125 2.25 2 2.25
6170148800 816,420.00 816,420.00 C/O Refi Stated Income 1,150,000.00 3/1/2013 11.375 2.25 2 2.25
6199361707 520,000.00 520,000.00 R/T Refi Stated Income 660,000.00 3/1/2013 11.25 2.25 2 2.25
6276058549 420,000.00 420,000.00 R/T Refi Stated Income 525,000.00 2/1/2013 11.5 2.25 2 2.25
6317250386 592,000.00 592,000.00 Purchase Standard 752,000.00 2/1/2013 11 2.25 2 2.25
6318350060 615,000.00 610,593.59 C/O Refi Stated Income 985,000.00 2/1/2013 11.375 2.25 2 2.25
6391165112 559,200.00 559,200.00 Purchase Standard 700,000.00 3/1/2013 11.25 2.25 2 2.25
6427372633 461,400.00 461,400.00 Purchase Stated Income 580,000.00 2/1/2013 11 2.25 2 2.25
6558865389 870,000.00 870,000.00 C/O Refi Stated Income 1,256,000.00 3/1/2013 11.75 2.25 2 2.25
6734238311 948,000.00 947,056.26 R/T Refi Stated Income 1,265,000.00 2/1/2013 11 2.25 2 2.25
6744677813 607,500.00 607,500.00 C/O Refi Stated Income 810,000.00 2/1/2013 11.125 2.25 2 2.25
6793090140 591,200.00 591,200.00 Purchase Standard 739,000.00 2/1/2013 11.5 2.25 2 2.25
6902456083 542,000.00 542,000.00 R/T Refi Stated Income 800,000.00 2/1/2013 11.375 2.25 2 2.25
6058860054 458,400.00 458,400.00 Purchase Standard 575,000.00 3/1/2013 11 2.25 2 2.25
6072894576 815,553.86 815,553.86 Purchase Standard 1,030,000.00 2/1/2013 10.5 2.25 2 2.25
6080479063 500,000.00 500,000.00 Purchase Standard 655,000.00 3/1/2013 10.75 2.25 2 2.25
6089081399 532,000.00 532,000.00 R/T Refi Reduced 665,000.00 2/1/2013 10.5 2.25 2 2.25
6098223909 480,000.00 477,528.98 C/O Refi Standard 687,000.00 10/1/2012 10.875 2.25 2 2.25
6170125535 880,000.00 880,000.00 R/T Refi Rapid 1,100,000.00 3/1/2013 11 2.25 2 2.25
6173906873 560,000.00 560,000.00 C/O Refi Rapid 800,000.00 3/1/2013 11.5 2.25 2 2.25
6251355837 524,250.00 524,250.00 Purchase Reduced 703,000.00 2/1/2013 10.875 2.25 2 2.25
6267422563 540,000.00 540,000.00 Purchase Rapid 675,000.00 3/1/2013 11.125 2.25 2 2.25
6269038631 524,000.00 524,000.00 Purchase Reduced 658,000.00 2/1/2013 10.75 2.25 2 2.25
6275887757 520,000.00 520,000.00 Purchase Standard 650,000.00 3/1/2013 11.5 2.25 2 2.25
6305864883 450,000.00 450,000.00 C/O Refi Standard 725,000.00 3/1/2013 11.5 2.25 2 2.25
6381523643 669,000.00 669,000.00 R/T Refi Reduced 880,000.00 3/1/2013 10.5 2.25 2 2.25
6485759390 750,000.00 750,000.00 Purchase Reduced 1,150,000.00 3/1/2013 10.875 2.25 2 2.25
6543652413 846,400.00 846,400.00 Purchase Rapid 1,059,000.00 3/1/2013 11 2.25 2 2.25
6558203284 656,000.00 656,000.00 Purchase SISA 820,000.00 2/1/2013 11.125 2.25 2 2.25
6569914424 805,000.00 805,000.00 C/O Refi Reduced 1,200,000.00 3/1/2013 11.125 2.25 2 2.25
6629841229 573,500.00 573,500.00 Purchase SISA 730,000.00 3/1/2013 11.25 2.25 2 2.25
6637590370 800,000.00 800,000.00 C/O Refi Rapid 1,000,000.00 3/1/2013 11.25 2.25 2 2.25
6711176021 480,000.00 480,000.00 C/O Refi Standard 600,000.00 3/1/2013 10.875 2.25 2 2.25
6728897379 440,000.00 440,000.00 Purchase Reduced 550,000.00 3/1/2013 10.875 2.25 2 2.25
6795461083 624,000.00 624,000.00 Purchase Reduced 780,000.00 3/1/2013 11 2.25 2 2.25
6819790749 999,950.00 999,001.20 Purchase Rapid 1,325,000.00 2/1/2013 11.25 2.25 2 2.25
6884220846 668,000.00 668,000.00 Purchase SISA 875,000.00 3/1/2013 11.25 2.25 2 2.25
6898167520 539,200.00 539,200.00 C/O Refi Standard 674,000.00 3/1/2013 11.375 2.25 2 2.25
6906161077 790,500.00 789,713.05 R/T Refi Rapid 1,525,000.00 2/1/2013 11 2.25 2 2.25
6925608215 936,000.00 935,090.26 C/O Refi Standard 1,440,000.00 2/1/2013 11.125 2.25 2 2.25
6984250610 723,856.00 723,044.88 Purchase Standard 905,000.00 2/1/2013 10.375 2.25 2 2.25
6989910747 456,000.00 456,000.00 C/O Refi Standard 570,000.00 3/1/2013 10.875 2.25 2 2.25
LOANID INDEX ODATE SERVICER
6067896073 12 MO LIBOR 12/7/2005 Bank of America
6165817567 12 MO LIBOR 2/8/2006 Bank of America
6170148800 12 MO LIBOR 2/7/2006 Bank of America
6199361707 12 MO LIBOR 2/6/2006 Bank of America
6276058549 12 MO LIBOR 1/27/2006 Bank of America
6317250386 12 MO LIBOR 1/27/2006 Bank of America
6318350060 12 MO LIBOR 1/5/2006 Bank of America
6391165112 12 MO LIBOR 2/6/2006 Bank of America
6427372633 12 MO LIBOR 1/26/2006 Bank of America
6558865389 12 MO LIBOR 2/13/2006 Bank of America
6734238311 12 MO LIBOR 1/19/2006 Bank of America
6744677813 12 MO LIBOR 1/23/2006 Bank of America
6793090140 12 MO LIBOR 1/24/2006 Bank of America
6902456083 12 MO LIBOR 1/24/2006 Bank of America
6058860054 12 MO LIBOR 2/7/2006 Bank of America
6072894576 12 MO LIBOR 2/1/2006 Bank of America
6080479063 12 MO LIBOR 2/14/2006 Bank of America
6089081399 12 MO LIBOR 1/27/2006 Bank of America
6098223909 12 MO LIBOR 9/13/2005 Bank of America
6170125535 12 MO LIBOR 2/3/2006 Bank of America
6173906873 12 MO LIBOR 2/17/2006 Bank of America
6251355837 12 MO LIBOR 2/1/2006 Bank of America
6267422563 12 MO LIBOR 2/16/2006 Bank of America
6269038631 12 MO LIBOR 1/27/2006 Bank of America
6275887757 12 MO LIBOR 2/8/2006 Bank of America
6305864883 12 MO LIBOR 2/16/2006 Bank of America
6381523643 12 MO LIBOR 2/3/2006 Bank of America
6485759390 12 MO LIBOR 2/10/2006 Bank of America
6543652413 12 MO LIBOR 2/14/2006 Bank of America
6558203284 12 MO LIBOR 1/11/2006 Bank of America
6569914424 12 MO LIBOR 2/8/2006 Bank of America
6629841229 12 MO LIBOR 2/9/2006 Bank of America
6637590370 12 MO LIBOR 2/15/2006 Bank of America
6711176021 12 MO LIBOR 2/6/2006 Bank of America
6728897379 12 MO LIBOR 2/22/2006 Bank of America
6795461083 12 MO LIBOR 2/8/2006 Bank of America
6819790749 12 MO LIBOR 1/30/2006 Bank of America
6884220846 12 MO LIBOR 2/10/2006 Bank of America
6898167520 12 MO LIBOR 2/8/2006 Bank of America
6906161077 12 MO LIBOR 1/27/2006 Bank of America
6925608215 12 MO LIBOR 1/24/2006 Bank of America
6984250610 12 MO LIBOR 1/24/2006 Bank of America
6989910747 12 MO LIBOR 2/2/2006 Bank of America
D-3-1
EXHIBIT D-4
LOAN GROUP 4 MORTGAGE LOAN SCHEDULE
Exhibit D-4
LOANID OCC PROPTYPE OTERM CORTERM OLTV RATE FPDATE NDDATE S_MATDATE PANDI PTDATE
6023029272 Primary SFR 360 359 77.76 6.5 3/1/2006 3/1/2006 2/1/2036 12,214.58 3/1/2006
6064337402 Primary SFR 360 360 55.35 6.375 4/1/2006 4/1/2006 3/1/2036 3,984.38 4/1/2006
6072982025 Primary Condo 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 2,354.17 4/1/2006
6111770639 Primary SFR 360 359 75.1 6.375 3/1/2006 3/1/2006 2/1/2036 3,910.00 3/1/2006
6133684354 Primary SFR 360 360 52.78 6.25 4/1/2006 4/1/2006 3/1/2036 2,473.96 4/1/2006
6156327568 Primary Condo 360 359 80 6.125 3/1/2006 3/1/2006 2/1/2036 2,429.58 3/1/2006
6173968634 Secondary PUD Detach 360 359 75 6.25 3/1/2006 3/1/2006 2/1/2036 3,359.37 3/1/2006
6184357280 Primary SFR 360 359 58.41 5.75 3/1/2006 3/1/2006 2/1/2036 4,758.13 3/1/2006
6194476807 Primary SFR 360 359 61.8 5.875 3/1/2006 4/1/2006 2/1/2036 2,692.71 3/1/2006
6216459625 Primary SFR 360 359 75 6.5 3/1/2006 4/1/2006 2/1/2036 2,876.25 3/1/2006
6218585203 Primary SFR 360 360 76.92 6.125 4/1/2006 4/1/2006 3/1/2036 2,552.08 4/1/2006
6232462439 Primary SFR 360 359 68.95 5.375 3/1/2006 3/1/2006 2/1/2036 2,933.85 3/1/2006
6252094658 Primary PUD Detach 360 360 80 5.375 4/1/2006 4/1/2006 3/1/2036 3,655.00 4/1/2006
6259093091 Primary Condo 360 359 76.11 5.75 3/1/2006 3/1/2006 2/1/2036 2,213.75 3/1/2006
6266170536 Primary Condo 360 359 80 5.875 3/1/2006 4/1/2006 2/1/2036 2,408.75 3/1/2006
6274100764 Primary 2-Family 360 360 66.32 6.375 4/1/2006 4/1/2006 3/1/2036 3,400.00 4/1/2006
6314410405 Primary SFR 360 359 78.53 6.625 3/1/2006 3/1/2006 2/1/2036 4,140.62 3/1/2006
6315352275 Primary 2-Family 360 359 75 6 3/1/2006 3/1/2006 2/1/2036 4,125.00 3/1/2006
6329015025 Secondary Condo 360 360 63.16 6.125 4/1/2006 4/1/2006 3/1/2036 2,637.25 4/1/2006
6342822936 Primary PUD Detach 360 359 73.53 6.375 3/1/2006 3/1/2006 2/1/2036 2,656.25 3/1/2006
6353692913 Primary SFR 360 359 80 6.25 3/1/2006 3/1/2006 2/1/2036 2,312.50 3/1/2006
6395214403 Primary Condo 360 360 80 6.5 4/1/2006 4/1/2006 3/1/2036 2,318.33 4/1/2006
6417568562 Primary PUD Detach 360 360 79.99 5.875 4/1/2006 4/1/2006 3/1/2036 2,415.36 4/1/2006
6433573653 Primary Condo 360 360 79.88 6.25 4/1/2006 4/1/2006 3/1/2036 2,662.50 4/1/2006
6442020258 Primary PUD Detach 360 359 72 6 3/1/2006 3/1/2006 2/1/2036 4,500.00 3/1/2006
6455297215 Primary PUD Detach 360 360 80 6 4/1/2006 4/1/2006 3/1/2036 2,600.00 4/1/2006
6504323285 Primary SFR 360 360 70 5.875 4/1/2006 4/1/2006 3/1/2036 2,870.18 4/1/2006
6513104098 Primary SFR 360 359 70 6.125 3/1/2006 3/1/2006 2/1/2036 4,466.15 3/1/2006
6515447164 Primary SFR 360 360 69.8 6.375 4/1/2006 4/1/2006 3/1/2036 5,673.75 4/1/2006
6523934690 Primary PUD Detach 360 360 61.47 5.875 4/1/2006 4/1/2006 3/1/2036 3,280.21 4/1/2006
6532152987 Primary SFR 360 358 57.5 6.375 2/1/2006 3/1/2006 1/1/2036 5,495.78 2/1/2006
6594292457 Primary SFR 360 360 75 5.75 4/1/2006 4/1/2006 3/1/2036 2,533.59 4/1/2006
6597698171 Primary SFR 360 359 70 5.875 3/1/2006 3/1/2006 2/1/2036 2,981.56 3/1/2006
6607400824 Secondary SFR 360 359 34.38 6.625 3/1/2006 4/1/2006 2/1/2036 3,036.46 3/1/2006
6642045410 Primary SFR 360 359 68.72 5.875 3/1/2006 3/1/2006 2/1/2036 2,237.40 3/1/2006
6662394193 Primary SFR 360 360 64.17 6.625 4/1/2006 4/1/2006 3/1/2036 3,312.50 4/1/2006
6682681447 Primary SFR 360 360 80 6.5 4/1/2006 4/1/2006 3/1/2036 2,513.33 4/1/2006
6720678033 Primary SFR 360 359 48.7 6.125 3/1/2006 3/1/2006 2/1/2036 2,858.54 3/1/2006
6728840437 Primary SFR 360 360 52.83 6 4/1/2006 4/1/2006 3/1/2036 3,500.00 4/1/2006
6736706836 Primary Condo 360 359 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,894.42 3/1/2006
6749647621 Primary SFR 360 359 80 6.25 3/1/2006 4/1/2006 2/1/2036 2,225.00 3/1/2006
6760928199 Primary PUD Detach 360 359 65.66 5.75 3/1/2006 3/1/2006 2/1/2036 3,114.58 3/1/2006
6796417688 Primary PUD Detach 360 356 80 5.75 12/1/2005 3/1/2006 11/1/2035 2,107.95 2/1/2006
6813954069 Primary PUD Attach 360 360 57.72 6.125 4/1/2006 4/1/2006 3/1/2036 2,194.79 4/1/2006
6826224302 Secondary PUD Detach 360 359 79.16 6 3/1/2006 3/1/2006 2/1/2036 15,000.00 3/1/2006
6876324564 Primary Condo 360 360 80 5.75 4/1/2006 4/1/2006 3/1/2036 3,545.83 4/1/2006
6877159183 Primary SFR 360 359 70.38 6.375 3/1/2006 3/1/2006 2/1/2036 5,981.88 3/1/2006
6895676044 Primary PUD Detach 360 359 80 6 3/1/2006 3/1/2006 2/1/2036 3,360.00 3/1/2006
6943658820 Secondary Condo 360 360 63.35 6.125 4/1/2006 4/1/2006 3/1/2036 2,473.02 4/1/2006
6951332839 Secondary PUD Detach 360 359 70 6.625 3/1/2006 4/1/2006 2/1/2036 6,473.18 3/1/2006
6988122070 Primary PUD Detach 360 360 76.18 6.125 4/1/2006 4/1/2006 3/1/2036 2,138.65 4/1/2006
6995975403 Secondary SFR 360 359 80 6.375 3/1/2006 4/1/2006 2/1/2036 4,037.50 3/1/2006
6004080294 Secondary PUD Detach 360 360 70 5.75 4/1/2006 4/1/2006 3/1/2036 4,528.13 4/1/2006
6005002941 Primary SFR 360 360 73.86 5.75 4/1/2006 4/1/2006 3/1/2036 3,114.58 4/1/2006
6007022434 Primary SFR 360 359 80 6.5 3/1/2006 4/1/2006 2/1/2036 2,708.33 3/1/2006
6015481911 Primary PUD Detach 360 360 80 6 4/1/2006 4/1/2006 3/1/2036 3,980.00 4/1/2006
6015571976 Primary SFR 360 359 57.14 6.25 3/1/2006 3/1/2006 2/1/2036 4,166.67 3/1/2006
6017523629 Primary SFR 360 360 56.28 5.875 4/1/2006 4/1/2006 3/1/2036 5,923.96 4/1/2006
6023874941 Primary SFR 360 359 68.92 6.125 3/1/2006 4/1/2006 2/1/2036 3,412.14 3/1/2006
6030088469 Secondary Condo 360 360 79.24 6.125 4/1/2006 4/1/2006 3/1/2036 4,246.67 4/1/2006
6030953001 Primary SFR 360 359 80 6.5 3/1/2006 3/1/2006 2/1/2036 2,296.67 3/1/2006
6031460683 Primary SFR 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 2,916.67 4/1/2006
6035774824 Primary SFR 360 360 42.13 6.125 4/1/2006 4/1/2006 3/1/2036 2,580.16 4/1/2006
6035807178 Primary PUD Detach 360 359 80 6.25 3/1/2006 3/1/2006 2/1/2036 2,733.85 3/1/2006
6039598534 Primary PUD Detach 360 359 79.86 5.875 3/1/2006 3/1/2006 2/1/2036 4,132.08 3/1/2006
6046671225 Primary SFR 360 360 80 6 4/1/2006 4/1/2006 3/1/2036 4,200.00 4/1/2006
6047612384 Primary Condo 360 359 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,737.75 3/1/2006
6054717902 Primary PUD Detach 360 359 76.7 6.375 3/1/2006 4/1/2006 2/1/2036 2,220.63 3/1/2006
6059628633 Secondary SFR 360 359 79.62 5.875 3/1/2006 3/1/2006 2/1/2036 4,945.26 3/1/2006
6064391979 Primary SFR 360 359 65.99 6.375 3/1/2006 3/1/2006 2/1/2036 3,453.13 3/1/2006
6073522580 Primary SFR 360 360 80 6.125 4/1/2006 4/1/2006 3/1/2036 2,878.75 4/1/2006
6081515816 Primary SFR 360 360 74.4 6.125 4/1/2006 4/1/2006 3/1/2036 3,190.10 4/1/2006
6090213577 Primary PUD Detach 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 2,732.55 4/1/2006
6105354929 Primary SFR 360 359 46.43 6.375 3/1/2006 3/1/2006 2/1/2036 3,453.13 3/1/2006
6108825677 Primary PUD Detach 360 359 64.94 6 3/1/2006 3/1/2006 2/1/2036 2,500.00 3/1/2006
6113522533 Primary SFR 360 359 75.73 6.125 3/1/2006 3/1/2006 2/1/2036 2,899.17 3/1/2006
6114574822 Secondary Condo 360 360 80 6.125 4/1/2006 4/1/2006 3/1/2036 2,405.97 4/1/2006
6120362097 Primary Condo 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 3,916.67 4/1/2006
6120933079 Primary PUD Attach 360 360 63.56 6.125 4/1/2006 4/1/2006 3/1/2036 2,871.09 4/1/2006
6121654575 Secondary PUD Detach 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 3,250.00 4/1/2006
6124981553 Primary SFR 360 359 80 6.25 3/1/2006 3/1/2006 2/1/2036 2,958.33 3/1/2006
6133866001 Primary SFR 360 359 60.14 6.125 3/1/2006 3/1/2006 2/1/2036 4,083.33 3/1/2006
6138003139 Primary PUD Detach 360 360 69.48 6.25 4/1/2006 4/1/2006 3/1/2036 2,916.67 4/1/2006
6146655003 Primary SFR 360 360 80 6.5 4/1/2006 4/1/2006 3/1/2036 2,626.00 4/1/2006
6147530577 Investor PUD Detach 360 359 74.97 7.375 3/1/2006 4/1/2006 2/1/2036 3,994.79 3/1/2006
6151697056 Primary PUD Detach 360 359 80 6.25 3/1/2006 3/1/2006 2/1/2036 3,489.58 3/1/2006
6152654759 Primary SFR 360 359 79.86 6.25 3/1/2006 3/1/2006 2/1/2036 2,370.83 3/1/2006
6156284025 Primary SFR 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 3,125.00 4/1/2006
6158513330 Primary PUD Detach 360 359 77.76 5.875 3/1/2006 3/1/2006 2/1/2036 2,550.73 3/1/2006
6160956840 Investor SFR 360 360 61.24 6.25 4/1/2006 4/1/2006 3/1/2036 2,440.10 4/1/2006
6169751424 Primary Condo 360 360 74.07 6.5 4/1/2006 4/1/2006 3/1/2036 5,416.67 4/1/2006
6193538078 Primary SFR 360 360 47.58 5.875 4/1/2006 4/1/2006 3/1/2036 5,823.59 4/1/2006
6195075137 Primary SFR 360 360 76.32 6 4/1/2006 4/1/2006 3/1/2036 3,625.00 4/1/2006
6199233369 Primary SFR 360 360 63.13 6.375 4/1/2006 4/1/2006 3/1/2036 2,682.81 4/1/2006
6204911165 Primary SFR 360 360 80 6.125 4/1/2006 4/1/2006 3/1/2036 2,858.33 4/1/2006
6208238912 Secondary SFR 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 2,520.83 4/1/2006
6215685717 Primary Condo 360 360 67.8 6.375 4/1/2006 4/1/2006 3/1/2036 5,312.50 4/1/2006
6225419685 Primary Condo 360 360 80 5.375 4/1/2006 4/1/2006 3/1/2036 3,410.72 4/1/2006
6228937212 Primary SFR 360 359 48.48 6 3/1/2006 3/1/2006 2/1/2036 2,400.00 3/1/2006
6245354391 Primary PUD Detach 360 360 76.62 6.25 4/1/2006 4/1/2006 3/1/2036 3,414.06 4/1/2006
6247058073 Primary SFR 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 4,166.67 4/1/2006
6253221953 Primary SFR 360 359 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,350.00 3/1/2006
6261376351 Primary SFR 360 360 65.01 6.25 4/1/2006 4/1/2006 3/1/2036 2,796.87 4/1/2006
6263195411 Primary PUD Attach 360 360 80 5.625 4/1/2006 4/1/2006 3/1/2036 2,696.53 4/1/2006
6263449669 Primary SFR 360 360 75 5.875 4/1/2006 4/1/2006 3/1/2036 2,423.44 4/1/2006
6266992558 Primary SFR 360 360 80 5.75 4/1/2006 4/1/2006 3/1/2036 2,127.50 4/1/2006
6273102316 Primary SFR 360 360 59.35 5.875 4/1/2006 4/1/2006 3/1/2036 2,252.08 4/1/2006
6275360896 Primary PUD Detach 360 359 79.78 6.25 3/1/2006 4/1/2006 2/1/2036 3,056.25 3/1/2006
6278033953 Primary PUD Detach 360 359 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,461.23 3/1/2006
6278376527 Primary SFR 360 360 75 6 4/1/2006 4/1/2006 3/1/2036 3,468.75 4/1/2006
6279157900 Primary SFR 360 360 58.91 6 4/1/2006 4/1/2006 3/1/2036 5,125.00 4/1/2006
6279362716 Primary PUD Detach 360 360 80 6 4/1/2006 4/1/2006 3/1/2036 2,560.00 4/1/2006
6283947890 Primary SFR 360 360 69.77 6.375 4/1/2006 4/1/2006 3/1/2036 3,984.38 4/1/2006
6285273972 Primary PUD Detach 360 359 70 6.125 3/1/2006 3/1/2006 2/1/2036 5,430.83 3/1/2006
6285398498 Primary SFR 360 359 79.37 6.375 3/1/2006 4/1/2006 2/1/2036 2,656.25 3/1/2006
6291928171 Primary SFR 360 359 62.96 6.25 3/1/2006 3/1/2006 2/1/2036 4,427.08 3/1/2006
6293531775 Primary PUD Attach 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,820.00 4/1/2006
6296351403 Primary SFR 360 359 75 6.25 3/1/2006 3/1/2006 2/1/2036 3,574.22 3/1/2006
6296843474 Primary SFR 360 359 70.15 5.375 3/1/2006 4/1/2006 2/1/2036 2,105.21 3/1/2006
6309026844 Primary SFR 360 360 71.26 5.875 4/1/2006 4/1/2006 3/1/2036 2,548.61 4/1/2006
6311038175 Primary PUD Detach 360 360 71.83 5.625 4/1/2006 4/1/2006 3/1/2036 2,935.85 4/1/2006
6311571977 Primary PUD Detach 360 359 67.72 6 3/1/2006 3/1/2006 2/1/2036 4,825.00 3/1/2006
6314262954 Primary SFR 360 360 75 6 4/1/2006 4/1/2006 3/1/2036 3,750.00 4/1/2006
6316371712 Primary SFR 360 360 57.4 6.125 4/1/2006 4/1/2006 3/1/2036 4,871.93 4/1/2006
6316452082 Secondary PUD Detach 360 360 71.25 5.75 4/1/2006 4/1/2006 3/1/2036 3,354.17 4/1/2006
6321172485 Primary SFR 360 360 72.26 6 4/1/2006 4/1/2006 3/1/2036 2,800.00 4/1/2006
6334636161 Primary SFR 360 359 80 5.75 3/1/2006 4/1/2006 2/1/2036 2,606.67 3/1/2006
6335135502 Primary SFR 360 360 80 5.75 4/1/2006 4/1/2006 3/1/2036 3,047.50 4/1/2006
6335829302 Primary PUD Detach 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 2,687.50 4/1/2006
6339507250 Primary SFR 360 360 41.04 6.375 4/1/2006 4/1/2006 3/1/2036 2,921.88 4/1/2006
6341661095 Primary PUD Detach 360 360 67.11 6.125 4/1/2006 4/1/2006 3/1/2036 6,507.81 4/1/2006
6344810376 Primary SFR 360 360 69.63 6.25 4/1/2006 4/1/2006 3/1/2036 2,447.92 4/1/2006
6349316551 Primary SFR 360 359 45.83 5.625 3/1/2006 3/1/2006 2/1/2036 2,578.13 3/1/2006
6350363005 Primary SFR 360 360 78.84 6 4/1/2006 4/1/2006 3/1/2036 2,599.66 4/1/2006
6355379279 Secondary SFR 360 360 80 6.125 4/1/2006 4/1/2006 3/1/2036 2,715.42 4/1/2006
6364102365 Primary PUD Detach 360 360 78.13 6 4/1/2006 4/1/2006 3/1/2036 5,995.51 4/1/2006
6368676414 Primary SFR 360 360 79.27 6.125 4/1/2006 4/1/2006 3/1/2036 2,649.19 4/1/2006
6370544071 Primary PUD Detach 360 360 80 6.125 4/1/2006 4/1/2006 3/1/2036 2,423.08 4/1/2006
6375314082 Primary SFR 360 359 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,545.83 3/1/2006
6376572530 Primary Condo 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,075.83 4/1/2006
6377444846 Primary SFR 360 360 73.41 6.375 4/1/2006 4/1/2006 3/1/2036 5,265.22 4/1/2006
6381084307 Primary PUD Detach 360 359 62.89 5.875 3/1/2006 3/1/2006 2/1/2036 4,895.83 3/1/2006
6391351399 Primary SFR 360 360 70 6 4/1/2006 4/1/2006 3/1/2036 2,292.50 4/1/2006
6394769845 Primary SFR 360 360 77.19 6.125 4/1/2006 4/1/2006 3/1/2036 2,245.83 4/1/2006
6394849704 Primary PUD Detach 360 360 46.51 5.25 4/1/2006 4/1/2006 3/1/2036 2,187.50 4/1/2006
6396669852 Primary SFR 360 360 79.2 5.875 4/1/2006 4/1/2006 3/1/2036 3,857.92 4/1/2006
6405941037 Primary SFR 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,375.46 4/1/2006
6407619573 Primary SFR 360 360 71.76 6.125 4/1/2006 4/1/2006 3/1/2036 2,802.19 4/1/2006
6410514357 Primary SFR 360 360 80 5.625 4/1/2006 4/1/2006 3/1/2036 2,655.00 4/1/2006
6422475548 Primary Condo 360 359 80 6.125 3/1/2006 3/1/2006 2/1/2036 2,854.25 3/1/2006
6426527898 Secondary SFR 360 360 66.29 6.25 4/1/2006 4/1/2006 3/1/2036 3,632.74 4/1/2006
6430850542 Primary SFR 360 360 79.9 5.875 4/1/2006 4/1/2006 3/1/2036 2,660.00 4/1/2006
6431906723 Primary PUD Detach 360 359 65.83 5.875 3/1/2006 3/1/2006 2/1/2036 2,900.78 3/1/2006
6432675335 Primary SFR 360 359 62.5 6 3/1/2006 3/1/2006 2/1/2036 5,000.00 3/1/2006
6437313700 Primary SFR 360 360 72.99 6.75 4/1/2006 4/1/2006 3/1/2036 3,839.06 4/1/2006
6442137813 Primary SFR 360 359 79.25 6.125 3/1/2006 3/1/2006 2/1/2036 3,995.54 3/1/2006
6450931917 Primary SFR 360 360 78.13 6.125 4/1/2006 4/1/2006 3/1/2036 5,104.17 4/1/2006
6451676123 Primary Condo 360 360 64.71 5.75 4/1/2006 4/1/2006 3/1/2036 2,635.42 4/1/2006
6459306350 Primary PUD Detach 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 2,812.50 4/1/2006
6464048930 Primary SFR 360 360 80 6 4/1/2006 4/1/2006 3/1/2036 3,140.00 4/1/2006
6464201331 Primary SFR 360 359 59.52 6.375 3/1/2006 3/1/2006 2/1/2036 3,089.38 3/1/2006
6465753215 Primary PUD Detach 360 360 65.9 6 4/1/2006 4/1/2006 3/1/2036 3,951.04 4/1/2006
6470171973 Primary SFR 360 360 70 6.25 4/1/2006 4/1/2006 3/1/2036 2,916.67 4/1/2006
6470270171 Primary SFR 360 359 80 6.5 3/1/2006 4/1/2006 2/1/2036 2,876.96 3/1/2006
6473340666 Primary PUD Detach 360 359 64.52 6.25 3/1/2006 3/1/2006 2/1/2036 5,208.33 3/1/2006
6481605399 Primary Condo 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 2,708.33 4/1/2006
6484041337 Primary PUD Detach 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 4,500.00 4/1/2006
6487067198 Primary SFR 360 359 78.96 5.875 3/1/2006 4/1/2006 2/1/2036 5,548.63 3/1/2006
6492773558 Primary SFR 360 360 77.8 6.25 4/1/2006 4/1/2006 3/1/2036 4,052.08 4/1/2006
6497661683 Primary SFR 360 359 67.21 5.5 3/1/2006 3/1/2006 2/1/2036 2,291.67 3/1/2006
6515685623 Primary PUD Detach 360 360 80 5.5 4/1/2006 4/1/2006 3/1/2036 2,383.33 4/1/2006
6517245566 Primary 2-Family 360 360 75 6.125 4/1/2006 4/1/2006 3/1/2036 3,253.91 4/1/2006
6520368736 Primary PUD Detach 360 360 75 5.875 4/1/2006 4/1/2006 3/1/2036 3,750.82 4/1/2006
6522895629 Primary PUD Detach 360 360 70.18 5.875 4/1/2006 4/1/2006 3/1/2036 3,779.58 4/1/2006
6530815080 Primary SFR 360 360 52.68 6.125 4/1/2006 4/1/2006 3/1/2036 6,722.19 4/1/2006
6539898327 Primary SFR 360 360 73.53 6.125 4/1/2006 4/1/2006 3/1/2036 6,380.21 4/1/2006
6543543703 Secondary SFR 360 360 50 5.625 4/1/2006 4/1/2006 3/1/2036 2,109.38 4/1/2006
6544393371 Primary PUD Detach 360 360 74.07 6 4/1/2006 4/1/2006 3/1/2036 5,000.00 4/1/2006
6546008571 Primary SFR 360 360 74.47 6.25 4/1/2006 4/1/2006 3/1/2036 2,947.92 4/1/2006
6548305686 Primary SFR 360 360 73.73 6.75 4/1/2006 4/1/2006 3/1/2036 2,944.69 4/1/2006
6551484600 Primary Condo 360 360 57.35 6.25 4/1/2006 4/1/2006 3/1/2036 4,166.67 4/1/2006
6551745521 Primary SFR 360 360 75.63 6.125 4/1/2006 4/1/2006 3/1/2036 3,532.08 4/1/2006
6554763182 Primary SFR 360 360 67.81 6.125 4/1/2006 4/1/2006 3/1/2036 5,538.02 4/1/2006
6559305450 Primary SFR 360 359 77.78 5.875 3/1/2006 3/1/2006 2/1/2036 2,570.31 3/1/2006
6579904654 Primary PUD Detach 360 359 61.7 6.25 3/1/2006 3/1/2006 2/1/2036 3,515.62 3/1/2006
6580139134 Primary SFR 360 359 71.22 6.25 3/1/2006 3/1/2006 2/1/2036 7,604.17 3/1/2006
6593137869 Primary Condo 360 359 80 6 3/1/2006 4/1/2006 2/1/2036 2,700.00 3/1/2006
6597256806 Primary SFR 360 360 80 5.75 4/1/2006 4/1/2006 3/1/2036 2,041.25 4/1/2006
6599194294 Primary PUD Detach 360 360 69.81 6 4/1/2006 4/1/2006 3/1/2036 2,312.50 4/1/2006
6606587001 Primary SFR 360 360 71.38 5.875 4/1/2006 4/1/2006 3/1/2036 2,795.52 4/1/2006
6611036846 Primary SFR 360 360 80 6.375 4/1/2006 4/1/2006 3/1/2036 3,822.88 4/1/2006
6611047306 Primary PUD Detach 360 360 70 5.875 4/1/2006 4/1/2006 3/1/2036 3,658.11 4/1/2006
6614505375 Primary SFR 360 360 56.23 6.375 4/1/2006 4/1/2006 3/1/2036 2,503.25 4/1/2006
6617346462 Primary SFR 360 360 59.47 5.875 4/1/2006 4/1/2006 3/1/2036 2,638.26 4/1/2006
6617537201 Secondary SFR 360 360 78.86 6.5 4/1/2006 4/1/2006 3/1/2036 2,990.00 4/1/2006
6621809752 Primary SFR 360 359 54.64 5.75 3/1/2006 3/1/2006 2/1/2036 4,791.64 3/1/2006
6621879524 Primary PUD Detach 360 360 71.36 6.125 4/1/2006 4/1/2006 3/1/2036 4,006.77 4/1/2006
6623885883 Primary SFR 360 359 79.75 6.125 3/1/2006 3/1/2006 2/1/2036 3,317.71 3/1/2006
6625553711 Primary SFR 360 360 67.09 6 4/1/2006 4/1/2006 3/1/2036 2,650.00 4/1/2006
6639744074 Secondary Condo 360 359 40 6.5 3/1/2006 3/1/2006 2/1/2036 2,708.33 3/1/2006
6642417197 Primary PUD Detach 360 359 60 6.125 3/1/2006 3/1/2006 2/1/2036 7,656.25 3/1/2006
6657108095 Primary SFR 360 360 30.63 6 4/1/2006 4/1/2006 3/1/2036 2,450.00 4/1/2006
6662170288 Primary SFR 360 360 43.48 6.375 4/1/2006 4/1/2006 3/1/2036 5,312.50 4/1/2006
6676831396 Primary PUD Detach 360 359 80 6.125 3/1/2006 3/1/2006 2/1/2036 3,021.67 3/1/2006
6682474371 Primary PUD Detach 360 359 64.95 6 3/1/2006 3/1/2006 2/1/2036 2,150.00 3/1/2006
6690355216 Primary SFR 360 360 74.09 6 4/1/2006 4/1/2006 3/1/2036 4,886.34 4/1/2006
6693404383 Primary SFR 360 360 55.32 6.5 4/1/2006 4/1/2006 3/1/2036 7,041.67 4/1/2006
6695234739 Secondary SFR 360 359 77.75 6.25 3/1/2006 4/1/2006 2/1/2036 3,640.62 3/1/2006
6697357652 Primary PUD Detach 360 360 46.25 5.75 4/1/2006 4/1/2006 3/1/2036 2,659.38 4/1/2006
6701061639 Primary SFR 360 360 69.82 6.25 4/1/2006 4/1/2006 3/1/2036 5,182.29 4/1/2006
6704250361 Primary PUD Detach 360 359 79.97 6.125 3/1/2006 3/1/2006 2/1/2036 3,022.23 3/1/2006
6708742363 Primary Condo 360 360 75 5.625 4/1/2006 4/1/2006 3/1/2036 4,394.53 4/1/2006
6714571061 Primary PUD Detach 360 359 74.72 5.75 3/1/2006 4/1/2006 2/1/2036 3,185.91 3/1/2006
6715059306 Primary SFR 360 360 78.62 6.375 4/1/2006 4/1/2006 3/1/2036 3,453.13 4/1/2006
6715294903 Primary Condo 360 359 80 6.5 3/1/2006 3/1/2006 2/1/2036 2,600.00 3/1/2006
6720098158 Primary Condo 360 359 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,388.77 3/1/2006
6720844528 Primary PUD Detach 360 359 80 6.125 3/1/2006 3/1/2006 2/1/2036 3,552.50 3/1/2006
6722155899 Primary SFR 360 360 59.81 5.75 4/1/2006 4/1/2006 3/1/2036 3,066.67 4/1/2006
6725894528 Primary SFR 360 359 60.5 5.875 3/1/2006 3/1/2006 2/1/2036 3,025.62 3/1/2006
6731714579 Primary PUD Detach 360 359 51.37 6.25 3/1/2006 3/1/2006 2/1/2036 2,447.92 3/1/2006
6744901957 Primary SFR 360 359 57.78 6.125 3/1/2006 3/1/2006 2/1/2036 3,981.25 3/1/2006
6769984680 Primary SFR 360 359 79.56 6 3/1/2006 3/1/2006 2/1/2036 3,250.00 3/1/2006
6778916996 Primary SFR 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 4,355.33 4/1/2006
6798183494 Secondary PUD Detach 360 360 65.15 6.375 4/1/2006 4/1/2006 3/1/2036 5,312.50 4/1/2006
6805879381 Secondary Condo 360 360 79.84 5.625 4/1/2006 4/1/2006 3/1/2036 2,414.06 4/1/2006
6812801048 Primary PUD Detach 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,968.83 4/1/2006
6816688904 Primary SFR 360 359 80 6.375 3/1/2006 3/1/2006 2/1/2036 2,711.50 3/1/2006
6821347074 Primary SFR 360 359 74.4 6.125 3/1/2006 3/1/2006 2/1/2036 2,373.44 3/1/2006
6826177633 Primary SFR 360 360 79.89 6.125 4/1/2006 4/1/2006 3/1/2036 2,273.91 4/1/2006
6826769181 Primary SFR 360 359 80 6.25 3/1/2006 4/1/2006 2/1/2036 2,499.48 3/1/2006
6837789897 Primary PUD Detach 360 360 60.97 6 4/1/2006 4/1/2006 3/1/2036 3,195.00 4/1/2006
6837997896 Primary PUD Detach 360 360 80 5.75 4/1/2006 4/1/2006 3/1/2036 4,460.25 4/1/2006
6840204140 Primary SFR 360 359 80 5.875 3/1/2006 3/1/2006 2/1/2036 3,191.89 3/1/2006
6843375863 Primary PUD Detach 360 359 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,878.75 3/1/2006
6844503364 Primary PUD Detach 360 360 49.5 5.875 4/1/2006 4/1/2006 3/1/2036 6,300.94 4/1/2006
6861027065 Primary SFR 360 359 80 6.125 3/1/2006 3/1/2006 2/1/2036 2,205.00 3/1/2006
6865296831 Primary SFR 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,232.50 4/1/2006
6875992460 Primary SFR 360 360 76.02 6.125 4/1/2006 4/1/2006 3/1/2036 3,317.71 4/1/2006
6892813848 Primary Condo 360 360 70 5.75 4/1/2006 4/1/2006 3/1/2036 2,830.92 4/1/2006
6892893766 Primary SFR 360 360 80 5.5 4/1/2006 4/1/2006 3/1/2036 2,770.25 4/1/2006
6894661211 Primary SFR 360 360 80 5.75 4/1/2006 4/1/2006 3/1/2036 2,683.33 4/1/2006
6899159633 Primary PUD Detach 360 359 80 6 3/1/2006 3/1/2006 2/1/2036 2,118.00 3/1/2006
6904627954 Primary SFR 360 360 80 6.625 4/1/2006 4/1/2006 3/1/2036 3,467.08 4/1/2006
6905917743 Secondary Condo 360 360 71.5 6.125 4/1/2006 4/1/2006 3/1/2036 3,572.92 4/1/2006
6917699222 Primary Condo 360 359 80 5.875 3/1/2006 4/1/2006 2/1/2036 2,937.01 3/1/2006
6925811298 Primary SFR 360 360 39.89 6.25 4/1/2006 4/1/2006 3/1/2036 3,843.75 4/1/2006
6927763059 Secondary Condo 360 360 79.97 6.5 4/1/2006 4/1/2006 3/1/2036 2,524.17 4/1/2006
6927926086 Primary SFR 360 360 80 6 4/1/2006 4/1/2006 3/1/2036 3,030.00 4/1/2006
6935189339 Primary SFR 360 360 66.67 6.375 4/1/2006 4/1/2006 3/1/2036 4,515.63 4/1/2006
6947674294 Primary SFR 360 360 80 6.25 4/1/2006 4/1/2006 3/1/2036 2,270.83 4/1/2006
6947903297 Primary SFR 360 359 67.38 5.875 3/1/2006 3/1/2006 2/1/2036 3,084.37 3/1/2006
6952844972 Primary SFR 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 3,329.17 4/1/2006
6953151294 Primary PUD Detach 360 360 68.02 5.75 4/1/2006 4/1/2006 3/1/2036 3,128.96 4/1/2006
6953673156 Primary Condo 360 359 77.39 6 3/1/2006 4/1/2006 2/1/2036 2,475.50 3/1/2006
6953798839 Primary SFR 360 359 56.41 6.125 3/1/2006 3/1/2006 2/1/2036 5,614.58 3/1/2006
6955659054 Primary Condo 360 360 80 6.125 4/1/2006 4/1/2006 3/1/2036 2,692.96 4/1/2006
6960017173 Primary SFR 360 360 62.59 6.25 4/1/2006 4/1/2006 3/1/2036 2,395.83 4/1/2006
6961077440 Primary SFR 360 359 68.04 6.25 3/1/2006 4/1/2006 2/1/2036 4,252.60 3/1/2006
6962191059 Primary SFR 360 360 55.62 5.875 4/1/2006 4/1/2006 3/1/2036 2,447.92 4/1/2006
6969018917 Primary SFR 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 2,408.75 4/1/2006
6969019113 Secondary SFR 360 360 64.44 5.75 4/1/2006 4/1/2006 3/1/2036 3,473.96 4/1/2006
6969797650 Primary Condo 360 360 60.36 6.125 4/1/2006 4/1/2006 3/1/2036 2,618.95 4/1/2006
6972313917 Primary PUD Detach 360 360 80 5.875 4/1/2006 4/1/2006 3/1/2036 3,583.75 4/1/2006
6977631891 Primary PUD Detach 360 360 80 6.125 4/1/2006 4/1/2006 3/1/2036 2,652.13 4/1/2006
6988145345 Primary SFR 360 360 69.7 6 4/1/2006 4/1/2006 3/1/2036 2,875.00 4/1/2006
6989283590 Primary SFR 360 360 79.75 6.375 4/1/2006 4/1/2006 3/1/2036 3,453.13 4/1/2006
6989924474 Primary SFR 360 360 77.52 6.25 4/1/2006 4/1/2006 3/1/2036 5,208.33 4/1/2006
6990790039 Primary SFR 360 360 43.53 6.375 4/1/2006 4/1/2006 3/1/2036 6,243.87 4/1/2006
6998741869 Primary SFR 360 360 80 6 4/1/2006 4/1/2006 3/1/2036 2,959.96 4/1/2006
LOANID OBAL COBAL PURPOSE DOC OAPPVAL FRTRDATE CEILING FLOOR CAPINT MARGIN
6023029272 2,255,000.00 2,255,000.00 R/T Refi Standard 2,900,000.00 2/1/2016 11.5 2.25 2 2.25
6064337402 750,000.00 750,000.00 C/O Refi Stated Income 1,355,000.00 3/1/2016 11.375 2.25 2 2.25
6072982025 452,000.00 452,000.00 Purchase Standard 565,000.00 3/1/2016 11.25 2.25 2 2.25
6111770639 736,000.00 736,000.00 R/T Refi Stated Income 980,000.00 2/1/2016 11.375 2.25 2 2.25
6133684354 475,000.00 475,000.00 R/T Refi Stated Income 900,000.00 3/1/2016 11.25 2.25 2 2.25
6156327568 476,000.00 476,000.00 C/O Refi Stated Income 595,000.00 2/1/2016 11.125 2.25 2 2.25
6173968634 645,000.00 645,000.00 R/T Refi Stated Income 860,000.00 2/1/2016 11.25 2.25 2 2.25
6184357280 993,000.00 993,000.00 R/T Refi Stated Income 1,700,000.00 2/1/2016 10.75 2.25 2 2.25
6194476807 550,000.00 550,000.00 C/O Refi Stated Income 890,000.00 2/1/2016 10.875 2.25 2 2.25
6216459625 531,000.00 531,000.00 Purchase Stated Income 725,000.00 2/1/2016 11.5 2.25 2 2.25
6218585203 500,000.00 500,000.00 C/O Refi Stated Income 650,000.00 3/1/2016 11.125 2.25 2 2.25
6232462439 655,000.00 655,000.00 R/T Refi Stated Income 950,000.00 2/1/2016 10.375 2.25 2 2.25
6252094658 816,000.00 816,000.00 Purchase Standard 1,020,000.00 3/1/2016 10.375 2.25 2 2.25
6259093091 462,000.00 462,000.00 Purchase Stated Income 675,000.00 2/1/2016 10.75 2.25 2 2.25
6266170536 492,000.00 492,000.00 Purchase Stated Income 750,000.00 2/1/2016 10.875 2.25 2 2.25
6274100764 640,000.00 640,000.00 R/T Refi Stated Income 965,000.00 3/1/2016 11.375 2.25 2 2.25
6314410405 750,000.00 750,000.00 Purchase Standard 955,000.00 2/1/2016 11.625 2.25 2 2.25
6315352275 825,000.00 825,000.00 Purchase Stated Income 1,100,000.00 2/1/2016 11 2.25 2 2.25
6329015025 516,685.00 516,685.00 Purchase Stated Income 820,000.00 3/1/2016 11.125 2.25 2 2.25
6342822936 500,000.00 500,000.00 C/O Refi Standard 680,000.00 2/1/2016 11.375 2.25 2 2.25
6353692913 444,000.00 444,000.00 C/O Refi Stated Income 555,000.00 2/1/2016 11.25 2.25 2 2.25
6395214403 428,000.00 428,000.00 Purchase Standard 535,000.00 3/1/2016 11.5 2.25 2 2.25
6417568562 493,350.00 493,350.00 Purchase Stated Income 620,000.00 3/1/2016 10.875 2.25 2 2.25
6433573653 511,200.00 511,200.00 R/T Refi Standard 640,000.00 3/1/2016 11.25 2.25 2 2.25
6442020258 900,000.00 900,000.00 R/T Refi Stated Income 1,250,000.00 2/1/2016 11 2.25 2 2.25
6455297215 520,000.00 520,000.00 Purchase Standard 650,000.00 3/1/2016 11 2.25 2 2.25
6504323285 586,250.00 586,250.00 Purchase Stated Income 837,500.00 3/1/2016 10.875 2.25 2 2.25
6513104098 875,000.00 875,000.00 Purchase Stated Income 1,275,000.00 2/1/2016 11.125 2.25 2 2.25
6515447164 1,068,000.00 1,068,000.00 R/T Refi Stated Income 1,530,000.00 3/1/2016 11.375 2.25 2 2.25
6523934690 670,000.00 670,000.00 Purchase Stated Income 1,090,000.00 3/1/2016 10.875 2.25 2 2.25
6532152987 1,035,000.00 1,034,500.00 R/T Refi Standard 1,800,000.00 1/1/2016 11.375 2.25 2 2.25
6594292457 528,750.00 528,750.00 Purchase Stated Income 705,000.00 3/1/2016 10.75 2.25 2 2.25
6597698171 609,000.00 609,000.00 R/T Refi Stated Income 870,000.00 2/1/2016 10.875 2.25 2 2.25
6607400824 550,000.00 550,000.00 C/O Refi Stated Income 1,600,000.00 2/1/2016 11.625 2.25 2 2.25
6642045410 457,000.00 457,000.00 C/O Refi Stated Income 665,000.00 2/1/2016 10.875 2.25 2 2.25
6662394193 600,000.00 600,000.00 C/O Refi Stated Income 935,000.00 3/1/2016 11.625 2.25 2 2.25
6682681447 464,000.00 464,000.00 C/O Refi Stated Income 580,000.00 3/1/2016 11.5 2.25 2 2.25
6720678033 560,040.00 560,040.00 C/O Refi Stated Income 1,150,000.00 2/1/2016 11.125 2.25 2 2.25
6728840437 700,000.00 700,000.00 C/O Refi Stated Income 1,325,000.00 3/1/2016 11 2.25 2 2.25
6736706836 591,200.00 591,200.00 Purchase Standard 739,000.00 2/1/2016 10.875 2.25 2 2.25
6749647621 427,200.00 427,200.00 Purchase Standard 575,000.00 2/1/2016 11.25 2.25 2 2.25
6760928199 650,000.00 650,000.00 C/O Refi Stated Income 990,000.00 2/1/2016 10.75 2.25 2 2.25
6796417688 439,920.00 439,920.00 Purchase Standard 560,000.00 11/1/2015 10.75 2.25 2 2.25
6813954069 430,000.00 430,000.00 C/O Refi Stated Income 745,000.00 3/1/2016 11.125 2.25 2 2.25
6826224302 3,000,000.00 3,000,000.00 Purchase Standard 3,800,000.00 2/1/2016 11 2.25 2 2.25
6876324564 740,000.00 740,000.00 Purchase Standard 925,000.00 3/1/2016 10.75 2.25 2 2.25
6877159183 1,126,000.00 1,126,000.00 R/T Refi Stated Income 1,600,000.00 2/1/2016 11.375 2.25 2 2.25
6895676044 672,000.00 672,000.00 R/T Refi Stated Income 840,000.00 2/1/2016 11 2.25 2 2.25
6943658820 484,510.00 484,510.00 Purchase Stated Income 766,000.00 3/1/2016 11.125 2.25 2 2.25
6951332839 1,172,500.00 1,172,500.00 Purchase Stated Income 1,675,000.00 2/1/2016 11.625 2.25 2 2.25
6988122070 419,000.00 419,000.00 C/O Refi Stated Income 550,000.00 3/1/2016 11.125 2.25 2 2.25
6995975403 760,000.00 760,000.00 Purchase Stated Income 1,000,000.00 2/1/2016 11.375 2.25 2 2.25
6004080294 945,000.00 945,000.00 Purchase Rapid 1,350,000.00 3/1/2016 10.75 2.25 2 2.25
6005002941 650,000.00 650,000.00 Purchase Rapid 880,000.00 3/1/2016 10.75 2.25 2 2.25
6007022434 500,000.00 500,000.00 Purchase Standard 625,000.00 2/1/2016 11.5 2.25 2 2.25
6015481911 796,000.00 796,000.00 Purchase Rapid 1,005,000.00 3/1/2016 11 2.25 2 2.25
6015571976 800,000.00 800,000.00 C/O Refi Reduced 1,400,000.00 2/1/2016 11.25 2.25 2 2.25
6017523629 1,210,000.00 1,210,000.00 R/T Refi Rapid 2,150,000.00 3/1/2016 10.875 2.25 2 2.25
6023874941 668,500.00 668,500.00 R/T Refi Standard 970,000.00 2/1/2016 11.125 2.25 2 2.25
6030088469 832,000.00 832,000.00 R/T Refi Rapid 1,050,000.00 3/1/2016 11.125 2.25 2 2.25
6030953001 424,000.00 424,000.00 Purchase Reduced 550,000.00 2/1/2016 11.5 2.25 2 2.25
6031460683 560,000.00 560,000.00 R/T Refi Standard 700,000.00 3/1/2016 11.25 2.25 2 2.25
6035774824 505,500.00 505,500.00 C/O Refi Rapid 1,200,000.00 3/1/2016 11.125 2.25 2 2.25
6035807178 524,900.00 524,900.00 Purchase Rapid 657,000.00 2/1/2016 11.25 2.25 2 2.25
6039598534 844,000.00 844,000.00 Purchase Rapid 1,075,000.00 2/1/2016 10.875 2.25 2 2.25
6046671225 840,000.00 840,000.00 Purchase Standard 1,050,000.00 3/1/2016 11 2.25 2 2.25
6047612384 559,200.00 559,200.00 Purchase Reduced 710,000.00 2/1/2016 10.875 2.25 2 2.25
6054717902 418,000.00 418,000.00 C/O Refi Standard 545,000.00 2/1/2016 11.375 2.25 2 2.25
6059628633 836,000.00 835,147.66 R/T Refi Rapid 1,050,000.00 2/1/2016 10.875 2.25 2 2.25
6064391979 650,000.00 650,000.00 C/O Refi Rapid 985,000.00 2/1/2016 11.375 2.25 2 2.25
6073522580 564,000.00 564,000.00 Purchase Rapid 705,000.00 3/1/2016 11.125 2.25 2 2.25
6081515816 625,000.00 625,000.00 C/O Refi Standard 840,000.00 3/1/2016 11.125 2.25 2 2.25
6090213577 524,650.00 524,650.00 Purchase Rapid 670,000.00 3/1/2016 11.25 2.25 2 2.25
6105354929 650,000.00 650,000.00 C/O Refi Standard 1,400,000.00 2/1/2016 11.375 2.25 2 2.25
6108825677 500,000.00 500,000.00 C/O Refi Standard 770,000.00 2/1/2016 11 2.25 2 2.25
6113522533 568,000.00 568,000.00 C/O Refi Rapid 750,000.00 2/1/2016 11.125 2.25 2 2.25
6114574822 471,374.40 471,374.40 Purchase Reduced 600,000.00 3/1/2016 11.125 2.25 2 2.25
6120362097 800,000.00 800,000.00 R/T Refi Rapid 1,000,000.00 3/1/2016 10.875 2.25 2 2.25
6120933079 562,500.00 562,500.00 C/O Refi Rapid 885,000.00 3/1/2016 11.125 2.25 2 2.25
6121654575 624,000.00 624,000.00 Purchase Rapid 780,000.00 3/1/2016 11.25 2.25 2 2.25
6124981553 568,000.00 568,000.00 R/T Refi Rapid 710,000.00 2/1/2016 11.25 2.25 2 2.25
6133866001 800,000.00 800,000.00 R/T Refi Rapid 1,330,300.00 2/1/2016 11.125 2.25 2 2.25
6138003139 560,000.00 560,000.00 C/O Refi Standard 806,000.00 3/1/2016 11.25 2.25 2 2.25
6146655003 484,800.00 484,800.00 C/O Refi Rapid 606,000.00 3/1/2016 11.5 2.25 2 2.25
6147530577 650,000.00 650,000.00 Purchase Standard 946,000.00 2/1/2016 12.375 2.25 2 2.25
6151697056 670,000.00 670,000.00 Purchase SISA 840,000.00 2/1/2016 11.25 2.25 2 2.25
6152654759 455,200.00 455,200.00 R/T Refi Rapid 570,000.00 2/1/2016 11.25 2.25 2 2.25
6156284025 600,000.00 600,000.00 Purchase SISA 760,000.00 3/1/2016 11.25 2.25 2 2.25
6158513330 521,000.00 521,000.00 C/O Refi Rapid 670,000.00 2/1/2016 10.875 2.25 2 2.25
6160956840 468,500.00 468,500.00 C/O Refi Standard 765,000.00 3/1/2016 11.25 2.25 2 2.25
6169751424 1,000,000.00 1,000,000.00 Purchase SISA 1,350,000.00 3/1/2016 11.5 2.25 2 2.25
6193538078 1,189,500.00 1,189,500.00 R/T Refi Rapid 2,500,000.00 3/1/2016 10.875 2.25 2 2.25
6195075137 725,000.00 725,000.00 Purchase Rapid 950,000.00 3/1/2016 11 2.25 2 2.25
6199233369 505,000.00 505,000.00 C/O Refi Standard 800,000.00 3/1/2016 11.375 2.25 2 2.25
6204911165 560,000.00 560,000.00 Purchase Rapid 700,000.00 3/1/2016 11.125 2.25 2 2.25
6208238912 484,000.00 484,000.00 Purchase Rapid 665,000.00 3/1/2016 11.25 2.25 2 2.25
6215685717 1,000,000.00 1,000,000.00 Purchase Standard 1,475,000.00 3/1/2016 11.375 2.25 2 2.25
6225419685 609,088.00 609,088.00 Purchase Reduced 765,000.00 3/1/2016 10.375 2.25 2 2.25
6228937212 480,000.00 480,000.00 R/T Refi Rapid 990,000.00 2/1/2016 11 2.25 2 2.25
6245354391 655,500.00 655,500.00 Purchase Rapid 856,000.00 3/1/2016 11.25 2.25 2 2.25
6247058073 800,000.00 800,000.00 Purchase Standard 1,000,000.00 3/1/2016 11.25 2.25 2 2.25
6253221953 480,000.00 480,000.00 R/T Refi Rapid 600,000.00 2/1/2016 10.875 2.25 2 2.25
6261376351 537,000.00 537,000.00 Purchase Rapid 826,000.00 3/1/2016 11.25 2.25 2 2.25
6263195411 575,260.00 575,260.00 Purchase Rapid 721,000.00 3/1/2016 10.625 2.25 2 2.25
6263449669 495,000.00 495,000.00 C/O Refi Standard 660,000.00 3/1/2016 10.875 2.25 2 2.25
6266992558 444,000.00 444,000.00 C/O Refi Rapid 555,000.00 3/1/2016 10.75 2.25 2 2.25
6273102316 460,000.00 460,000.00 C/O Refi Rapid 775,000.00 3/1/2016 10.875 2.25 2 2.25
6275360896 586,800.00 586,800.00 Purchase Standard 735,500.00 2/1/2016 11.25 2.25 2 2.25
6278033953 502,720.00 502,720.00 Purchase Reduced 637,000.00 2/1/2016 10.875 2.25 2 2.25
6278376527 693,750.00 693,750.00 Purchase SISA 959,000.00 3/1/2016 11 2.25 2 2.25
6279157900 1,025,000.00 1,025,000.00 C/O Refi Rapid 1,740,000.00 3/1/2016 11 2.25 2 2.25
6279362716 512,000.00 512,000.00 C/O Refi Rapid 640,000.00 3/1/2016 11 2.25 2 2.25
6283947890 750,000.00 750,000.00 C/O Refi Standard 1,075,000.00 3/1/2016 11.375 2.25 2 2.25
6285273972 1,064,000.00 1,064,000.00 C/O Refi Standard 1,520,000.00 2/1/2016 11.125 2.25 2 2.25
6285398498 500,000.00 500,000.00 Purchase Standard 630,000.00 2/1/2016 11.375 2.25 2 2.25
6291928171 850,000.00 850,000.00 C/O Refi Standard 1,350,000.00 2/1/2016 11.25 2.25 2 2.25
6293531775 576,000.00 576,000.00 R/T Refi Rapid 720,000.00 3/1/2016 10.875 2.25 2 2.25
6296351403 686,250.00 686,250.00 C/O Refi Standard 915,000.00 2/1/2016 11.25 2.25 2 2.25
6296843474 470,000.00 470,000.00 Purchase Standard 682,000.00 2/1/2016 10.375 2.25 2 2.25
6309026844 520,568.00 520,568.00 Purchase Rapid 745,000.00 3/1/2016 10.875 2.25 2 2.25
6311038175 510,000.00 510,000.00 Purchase Standard 710,000.00 3/1/2016 10.625 2.25 2 2.25
6311571977 965,000.00 965,000.00 R/T Refi Rapid 1,425,000.00 2/1/2016 11 2.25 2 2.25
6314262954 750,000.00 750,000.00 R/T Refi Standard 1,000,000.00 3/1/2016 11 2.25 2 2.25
6316371712 954,500.00 954,500.00 C/O Refi Rapid 1,663,000.00 3/1/2016 11.125 2.25 2 2.25
6316452082 700,000.00 700,000.00 Purchase Rapid 985,000.00 3/1/2016 10.75 2.25 2 2.25
6321172485 560,000.00 560,000.00 C/O Refi Rapid 775,000.00 3/1/2016 11 2.25 2 2.25
6334636161 544,000.00 544,000.00 R/T Refi SISA 680,000.00 2/1/2016 10.75 2.25 2 2.25
6335135502 636,000.00 636,000.00 Purchase Reduced 795,000.00 3/1/2016 10.75 2.25 2 2.25
6335829302 516,000.00 516,000.00 Purchase Reduced 645,000.00 3/1/2016 11.25 2.25 2 2.25
6339507250 550,000.00 550,000.00 C/O Refi Standard 1,340,000.00 3/1/2016 11.375 2.25 2 2.25
6341661095 1,275,000.00 1,275,000.00 R/T Refi Rapid 1,900,000.00 3/1/2016 11.125 2.25 2 2.25
6344810376 470,000.00 470,000.00 C/O Refi Standard 675,000.00 3/1/2016 11.25 2.25 2 2.25
6349316551 550,000.00 550,000.00 C/O Refi Rapid 1,200,000.00 2/1/2016 10.625 2.25 2 2.25
6350363005 433,600.00 433,600.00 C/O Refi Reduced 550,000.00 3/1/2016 11 2.25 2 2.25
6355379279 532,000.00 532,000.00 Purchase Rapid 665,000.00 3/1/2016 11.125 2.25 2 2.25
6364102365 1,000,000.00 1,000,000.00 C/O Refi Reduced 1,280,000.00 3/1/2016 11 2.25 2 2.25
6368676414 436,000.00 436,000.00 R/T Refi Reduced 550,000.00 3/1/2016 11.125 2.25 2 2.25
6370544071 474,725.00 474,725.00 Purchase Standard 600,000.00 3/1/2016 11.125 2.25 2 2.25
6375314082 520,000.00 520,000.00 Purchase SISA 650,000.00 2/1/2016 10.875 2.25 2 2.25
6376572530 424,000.00 424,000.00 Purchase Rapid 530,000.00 3/1/2016 10.875 2.25 2 2.25
6377444846 991,100.00 991,100.00 R/T Refi Standard 1,350,000.00 3/1/2016 11.375 2.25 2 2.25
6381084307 1,000,000.00 1,000,000.00 Purchase Rapid 1,590,000.00 2/1/2016 10.875 2.25 2 2.25
6391351399 458,500.00 458,500.00 R/T Refi Rapid 655,000.00 3/1/2016 11 2.25 2 2.25
6394769845 440,000.00 440,000.00 C/O Refi Standard 570,000.00 3/1/2016 11.125 2.25 2 2.25
6394849704 500,000.00 500,000.00 R/T Refi Standard 1,075,000.00 3/1/2016 10.25 2.25 2 2.25
6396669852 788,000.00 788,000.00 Purchase SISA 995,000.00 3/1/2016 10.875 2.25 2 2.25
6405941037 485,200.00 485,200.00 Purchase Reduced 608,000.00 3/1/2016 10.875 2.25 2 2.25
6407619573 549,000.00 549,000.00 C/O Refi Rapid 765,000.00 3/1/2016 11.125 2.25 2 2.25
6410514357 566,400.00 566,400.00 Purchase Standard 742,000.00 3/1/2016 10.625 2.25 2 2.25
6422475548 559,200.00 559,200.00 Purchase Rapid 710,000.00 2/1/2016 11.125 2.25 2 2.25
6426527898 590,000.00 590,000.00 Purchase Rapid 905,000.00 3/1/2016 11.25 2.25 2 2.25
6430850542 543,320.00 543,320.00 Purchase Reduced 680,000.00 3/1/2016 10.875 2.25 2 2.25
6431906723 592,500.00 592,500.00 C/O Refi Rapid 900,000.00 2/1/2016 10.875 2.25 2 2.25
6432675335 1,000,000.00 1,000,000.00 C/O Refi Rapid 1,600,000.00 2/1/2016 11 2.25 2 2.25
6437313700 682,500.00 682,500.00 C/O Refi Rapid 935,000.00 3/1/2016 11.75 2.25 2 2.25
6442137813 787,000.00 782,800.00 R/T Refi Rapid 993,000.00 2/1/2016 11.125 2.25 2 2.25
6450931917 1,000,000.00 1,000,000.00 Purchase Rapid 1,280,000.00 3/1/2016 11.125 2.25 2 2.25
6451676123 550,000.00 550,000.00 Purchase Rapid 850,000.00 3/1/2016 10.75 2.25 2 2.25
6459306350 540,000.00 540,000.00 C/O Refi Standard 675,000.00 3/1/2016 11.25 2.25 2 2.25
6464048930 628,000.00 628,000.00 Purchase Rapid 800,000.00 3/1/2016 11 2.25 2 2.25
6464201331 495,196.00 494,737.35 R/T Refi Reduced 832,000.00 2/1/2016 11.375 2.25 2 2.25
6465753215 659,000.00 659,000.00 R/T Refi Rapid 1,000,000.00 3/1/2016 11 2.25 2 2.25
6470171973 560,000.00 560,000.00 C/O Refi Standard 800,000.00 3/1/2016 11.25 2.25 2 2.25
6470270171 531,200.00 531,131.23 C/O Refi Standard 664,000.00 2/1/2016 11.5 2.25 2 2.25
6473340666 1,000,000.00 1,000,000.00 R/T Refi SISA 1,550,000.00 2/1/2016 11.25 2.25 2 2.25
6481605399 520,000.00 520,000.00 Purchase SISA 650,000.00 3/1/2016 11.25 2.25 2 2.25
6484041337 864,000.00 864,000.00 R/T Refi SISA 1,080,000.00 3/1/2016 11.25 2.25 2 2.25
6487067198 938,000.00 937,043.66 Purchase Standard 1,188,000.00 2/1/2016 10.875 2.25 2 2.25
6492773558 778,000.00 778,000.00 R/T Refi Rapid 1,000,000.00 3/1/2016 11.25 2.25 2 2.25
6497661683 500,000.00 500,000.00 Purchase Rapid 755,000.00 2/1/2016 10.5 2.25 2 2.25
6515685623 520,000.00 520,000.00 C/O Refi Standard 650,000.00 3/1/2016 10.5 2.25 2 2.25
6517245566 637,500.00 637,500.00 Purchase Standard 850,000.00 3/1/2016 11.125 2.25 2 2.25
6520368736 766,125.00 766,125.00 Purchase Rapid 1,022,000.00 3/1/2016 10.875 2.25 2 2.25
6522895629 772,000.00 772,000.00 R/T Refi Standard 1,100,000.00 3/1/2016 10.875 2.25 2 2.25
6530815080 1,317,000.00 1,317,000.00 R/T Refi Rapid 2,500,000.00 3/1/2016 11.125 2.25 2 2.25
6539898327 1,250,000.00 1,250,000.00 C/O Refi Standard 1,700,000.00 3/1/2016 11.125 2.25 2 2.25
6543543703 450,000.00 450,000.00 Purchase Rapid 911,000.00 3/1/2016 10.625 2.25 2 2.25
6544393371 1,000,000.00 1,000,000.00 Purchase Rapid 1,360,000.00 3/1/2016 11 2.25 2 2.25
6546008571 566,000.00 566,000.00 C/O Refi Rapid 760,000.00 3/1/2016 11.25 2.25 2 2.25
6548305686 523,500.00 523,500.00 C/O Refi Standard 710,000.00 3/1/2016 11.75 2.25 2 2.25
6551484600 800,000.00 800,000.00 Purchase Rapid 1,400,000.00 3/1/2016 11.25 2.25 2 2.25
6551745521 692,000.00 692,000.00 R/T Refi Standard 915,000.00 3/1/2016 11.125 2.25 2 2.25
6554763182 1,085,000.00 1,085,000.00 R/T Refi Standard 1,600,000.00 3/1/2016 11.125 2.25 2 2.25
6559305450 525,000.00 525,000.00 C/O Refi Rapid 675,000.00 2/1/2016 10.875 2.25 2 2.25
6579904654 675,000.00 675,000.00 C/O Refi Rapid 1,094,000.00 2/1/2016 11.25 2.25 2 2.25
6580139134 1,460,000.00 1,460,000.00 R/T Refi Rapid 2,050,000.00 2/1/2016 11.25 2.25 2 2.25
6593137869 540,000.00 540,000.00 Purchase SISA 675,000.00 2/1/2016 11 2.25 2 2.25
6597256806 426,000.00 426,000.00 Purchase Standard 532,500.00 3/1/2016 10.75 2.25 2 2.25
6599194294 462,500.00 462,500.00 Purchase Rapid 681,000.00 3/1/2016 11 2.25 2 2.25
6606587001 571,000.00 571,000.00 R/T Refi Standard 800,000.00 3/1/2016 10.875 2.25 2 2.25
6611036846 719,600.00 719,600.00 Purchase SISA 915,000.00 3/1/2016 11.375 2.25 2 2.25
6611047306 747,188.00 747,188.00 Purchase SISA 1,075,000.00 3/1/2016 10.875 2.25 2 2.25
6614505375 471,200.00 471,200.00 C/O Refi Reduced 838,000.00 3/1/2016 11.375 2.25 2 2.25
6617346462 446,000.00 446,000.00 C/O Refi Rapid 750,000.00 3/1/2016 10.875 2.25 2 2.25
6617537201 552,000.00 552,000.00 R/T Refi Reduced 700,000.00 3/1/2016 11.5 2.25 2 2.25
6621809752 999,995.00 999,995.00 Purchase Rapid 1,875,000.00 2/1/2016 10.75 2.25 2 2.25
6621879524 785,000.00 785,000.00 C/O Refi Rapid 1,100,000.00 3/1/2016 11.125 2.25 2 2.25
6623885883 650,000.00 650,000.00 Purchase Reduced 815,000.00 2/1/2016 11.125 2.25 2 2.25
6625553711 530,000.00 530,000.00 C/O Refi Rapid 790,000.00 3/1/2016 11 2.25 2 2.25
6639744074 500,000.00 500,000.00 C/O Refi Rapid 1,250,000.00 2/1/2016 11.5 2.25 2 2.25
6642417197 1,500,000.00 1,500,000.00 C/O Refi Standard 2,500,000.00 2/1/2016 11.125 2.25 2 2.25
6657108095 490,000.00 490,000.00 R/T Refi Rapid 1,600,000.00 3/1/2016 11 2.25 2 2.25
6662170288 1,000,000.00 1,000,000.00 R/T Refi Rapid 2,300,000.00 3/1/2016 11.375 2.25 2 2.25
6676831396 592,000.00 592,000.00 Purchase Rapid 850,000.00 2/1/2016 11.125 2.25 2 2.25
6682474371 430,000.00 430,000.00 R/T Refi Reduced 662,000.00 2/1/2016 11 2.25 2 2.25
6690355216 815,000.00 815,000.00 R/T Refi Rapid 1,100,000.00 3/1/2016 11 2.25 2 2.25
6693404383 1,300,000.00 1,300,000.00 R/T Refi Standard 2,350,000.00 3/1/2016 11.5 2.25 2 2.25
6695234739 699,000.00 699,000.00 Purchase Standard 920,000.00 2/1/2016 11.25 2.25 2 2.25
6697357652 555,000.00 555,000.00 C/O Refi Rapid 1,200,000.00 3/1/2016 10.75 2.25 2 2.25
6701061639 995,000.00 995,000.00 C/O Refi Rapid 1,425,000.00 3/1/2016 11.25 2.25 2 2.25
6704250361 497,394.40 496,910.95 Purchase Rapid 622,000.00 2/1/2016 11.125 2.25 2 2.25
6708742363 937,500.00 937,500.00 Purchase Rapid 1,425,000.00 3/1/2016 10.625 2.25 2 2.25
6714571061 665,000.00 664,886.46 C/O Refi Rapid 890,000.00 2/1/2016 10.75 2.25 2 2.25
6715059306 650,000.00 650,000.00 Purchase SISA 847,300.00 3/1/2016 11.375 2.25 2 2.25
6715294903 480,000.00 480,000.00 C/O Refi Standard 600,000.00 2/1/2016 11.5 2.25 2 2.25
6720098158 487,920.00 487,920.00 Purchase Standard 626,000.00 2/1/2016 10.875 2.25 2 2.25
6720844528 696,000.00 696,000.00 Purchase SISA 870,000.00 2/1/2016 11.125 2.25 2 2.25
6722155899 640,000.00 640,000.00 C/O Refi Standard 1,070,000.00 3/1/2016 10.75 2.25 2 2.25
6725894528 618,000.00 618,000.00 R/T Refi Standard 1,021,500.00 2/1/2016 10.875 2.25 2 2.25
6731714579 470,000.00 470,000.00 C/O Refi Rapid 915,000.00 2/1/2016 11.25 2.25 2 2.25
6744901957 780,000.00 780,000.00 C/O Refi Standard 1,350,000.00 2/1/2016 11.125 2.25 2 2.25
6769984680 650,000.00 650,000.00 Purchase Reduced 820,000.00 2/1/2016 11 2.25 2 2.25
6778916996 889,600.00 889,600.00 Purchase Rapid 1,125,000.00 3/1/2016 10.875 2.25 2 2.25
6798183494 1,000,000.00 1,000,000.00 Purchase Rapid 1,535,000.00 3/1/2016 11.375 2.25 2 2.25
6805879381 515,000.00 515,000.00 Purchase Reduced 645,000.00 3/1/2016 10.625 2.25 2 2.25
6812801048 606,400.00 606,400.00 Purchase SISA 801,000.00 3/1/2016 10.875 2.25 2 2.25
6816688904 510,400.00 510,400.00 Purchase SISA 638,000.00 2/1/2016 11.375 2.25 2 2.25
6821347074 465,000.00 465,000.00 Purchase Rapid 650,000.00 2/1/2016 11.125 2.25 2 2.25
6826177633 445,500.00 445,500.00 Purchase Standard 560,000.00 3/1/2016 11.125 2.25 2 2.25
6826769181 480,000.00 479,900.00 Purchase Rapid 1,200,000.00 2/1/2016 11.25 2.25 2 2.25
6837789897 639,000.00 639,000.00 R/T Refi Standard 1,048,000.00 3/1/2016 11 2.25 2 2.25
6837997896 930,834.00 930,834.00 Purchase Rapid 1,163,750.00 3/1/2016 10.75 2.25 2 2.25
6840204140 651,960.00 651,960.00 Purchase Standard 815,000.00 2/1/2016 10.875 2.25 2 2.25
6843375863 588,000.00 588,000.00 Purchase Reduced 735,000.00 2/1/2016 10.875 2.25 2 2.25
6844503364 1,287,000.00 1,287,000.00 R/T Refi SISA 2,600,000.00 3/1/2016 10.875 2.25 2 2.25
6861027065 432,000.00 432,000.00 Purchase SISA 540,000.00 2/1/2016 11.125 2.25 2 2.25
6865296831 456,000.00 456,000.00 Purchase Rapid 570,000.00 3/1/2016 10.875 2.25 2 2.25
6875992460 650,000.00 650,000.00 R/T Refi Rapid 855,000.00 3/1/2016 11.125 2.25 2 2.25
6892813848 590,800.00 590,800.00 Purchase Reduced 844,000.00 3/1/2016 10.75 2.25 2 2.25
6892893766 487,900.00 487,900.00 Purchase Reduced 609,900.00 3/1/2016 10.5 2.25 2 2.25
6894661211 560,000.00 560,000.00 C/O Refi Rapid 700,000.00 3/1/2016 10.75 2.25 2 2.25
6899159633 423,600.00 423,600.00 Purchase Reduced 535,000.00 2/1/2016 11 2.25 2 2.25
6904627954 628,000.00 628,000.00 R/T Refi Rapid 785,000.00 3/1/2016 11.625 2.25 2 2.25
6905917743 700,000.00 700,000.00 Purchase Reduced 979,000.00 3/1/2016 11.125 2.25 2 2.25
6917699222 599,900.00 599,900.00 Purchase Rapid 750,000.00 2/1/2016 10.875 2.25 2 2.25
6925811298 738,000.00 738,000.00 R/T Refi Rapid 1,850,000.00 3/1/2016 11.25 2.25 2 2.25
6927763059 466,000.00 466,000.00 Purchase Rapid 585,000.00 3/1/2016 11.5 2.25 2 2.25
6927926086 606,000.00 606,000.00 Purchase Rapid 790,000.00 3/1/2016 11 2.25 2 2.25
6935189339 850,000.00 850,000.00 R/T Refi Rapid 1,275,000.00 3/1/2016 11.375 2.25 2 2.25
6947674294 436,000.00 436,000.00 Purchase Rapid 554,000.00 3/1/2016 11.25 2.25 2 2.25
6947903297 630,000.00 630,000.00 Purchase Rapid 935,000.00 2/1/2016 10.875 2.25 2 2.25
6952844972 680,000.00 680,000.00 R/T Refi Standard 850,000.00 3/1/2016 10.875 2.25 2 2.25
6953151294 653,000.00 653,000.00 C/O Refi Rapid 960,000.00 3/1/2016 10.75 2.25 2 2.25
6953673156 495,300.00 495,100.00 R/T Refi Rapid 640,000.00 2/1/2016 11 2.25 2 2.25
6953798839 1,100,000.00 1,100,000.00 Purchase Standard 1,950,000.00 2/1/2016 11.125 2.25 2 2.25
6955659054 527,600.00 527,600.00 Purchase Rapid 660,000.00 3/1/2016 11.125 2.25 2 2.25
6960017173 460,000.00 460,000.00 C/O Refi Rapid 735,000.00 3/1/2016 11.25 2.25 2 2.25
6961077440 816,500.00 816,500.00 R/T Refi Standard 1,200,000.00 2/1/2016 11.25 2.25 2 2.25
6962191059 500,000.00 500,000.00 Purchase Reduced 899,000.00 3/1/2016 10.875 2.25 2 2.25
6969018917 492,000.00 492,000.00 Purchase SISA 615,000.00 3/1/2016 10.875 2.25 2 2.25
6969019113 725,000.00 725,000.00 Purchase Reduced 1,140,000.00 3/1/2016 10.75 2.25 2 2.25
6969797650 513,100.00 513,100.00 R/T Refi Standard 850,000.00 3/1/2016 11.125 2.25 2 2.25
6972313917 732,000.00 732,000.00 Purchase Standard 957,000.00 3/1/2016 10.875 2.25 2 2.25
6977631891 519,600.00 519,600.00 Purchase Standard 650,000.00 3/1/2016 11.125 2.25 2 2.25
6988145345 575,000.00 575,000.00 Purchase Reduced 850,000.00 3/1/2016 11 2.25 2 2.25
6989283590 650,000.00 650,000.00 C/O Refi Rapid 815,000.00 3/1/2016 11.375 2.25 2 2.25
6989924474 1,000,000.00 1,000,000.00 R/T Refi SISA 1,290,000.00 3/1/2016 11.25 2.25 2 2.25
6990790039 1,175,317.00 1,175,317.00 R/T Refi SISA 2,700,000.00 3/1/2016 11.375 2.25 2 2.25
6998741869 591,992.00 591,992.00 Purchase Reduced 740,000.00 3/1/2016 11 2.25 2 2.25
LOANID INDEX ODATE SERVICER
6023029272 12 MO LIBOR 2/8/2006 Bank of America
6064337402 12 MO LIBOR 1/30/2006 Bank of America
6072982025 12 MO LIBOR 2/2/2006 Bank of America
6111770639 12 MO LIBOR 1/26/2006 Bank of America
6133684354 12 MO LIBOR 2/1/2006 Bank of America
6156327568 12 MO LIBOR 1/24/2006 Bank of America
6173968634 12 MO LIBOR 12/30/2005 Bank of America
6184357280 12 MO LIBOR 1/30/2006 Bank of America
6194476807 12 MO LIBOR 1/27/2006 Bank of America
6216459625 12 MO LIBOR 1/20/2006 Bank of America
6218585203 12 MO LIBOR 1/30/2006 Bank of America
6232462439 12 MO LIBOR 1/20/2006 Bank of America
6252094658 12 MO LIBOR 2/8/2006 Bank of America
6259093091 12 MO LIBOR 1/6/2006 Bank of America
6266170536 12 MO LIBOR 1/31/2006 Bank of America
6274100764 12 MO LIBOR 1/30/2006 Bank of America
6314410405 12 MO LIBOR 1/6/2006 Bank of America
6315352275 12 MO LIBOR 1/19/2006 Bank of America
6329015025 12 MO LIBOR 2/8/2006 Bank of America
6342822936 12 MO LIBOR 1/19/2006 Bank of America
6353692913 12 MO LIBOR 1/24/2006 Bank of America
6395214403 12 MO LIBOR 2/6/2006 Bank of America
6417568562 12 MO LIBOR 2/3/2006 Bank of America
6433573653 12 MO LIBOR 2/9/2006 Bank of America
6442020258 12 MO LIBOR 1/25/2006 Bank of America
6455297215 12 MO LIBOR 2/2/2006 Bank of America
6504323285 12 MO LIBOR 2/14/2006 Bank of America
6513104098 12 MO LIBOR 1/26/2006 Bank of America
6515447164 12 MO LIBOR 2/8/2006 Bank of America
6523934690 12 MO LIBOR 1/31/2006 Bank of America
6532152987 12 MO LIBOR 12/22/2005 Bank of America
6594292457 12 MO LIBOR 1/31/2006 Bank of America
6597698171 12 MO LIBOR 1/25/2006 Bank of America
6607400824 12 MO LIBOR 1/26/2006 Bank of America
6642045410 12 MO LIBOR 1/26/2006 Bank of America
6662394193 12 MO LIBOR 2/16/2006 Bank of America
6682681447 12 MO LIBOR 1/30/2006 Bank of America
6720678033 12 MO LIBOR 1/23/2006 Bank of America
6728840437 12 MO LIBOR 2/3/2006 Bank of America
6736706836 12 MO LIBOR 1/30/2006 Bank of America
6749647621 12 MO LIBOR 2/3/2006 Bank of America
6760928199 12 MO LIBOR 1/26/2006 Bank of America
6796417688 12 MO LIBOR 10/21/2005 Bank of America
6813954069 12 MO LIBOR 2/6/2006 Bank of America
6826224302 12 MO LIBOR 1/24/2006 Bank of America
6876324564 12 MO LIBOR 2/6/2006 Bank of America
6877159183 12 MO LIBOR 1/23/2006 Bank of America
6895676044 12 MO LIBOR 1/26/2006 Bank of America
6943658820 12 MO LIBOR 1/26/2006 Bank of America
6951332839 12 MO LIBOR 1/4/2006 Bank of America
6988122070 12 MO LIBOR 2/9/2006 Bank of America
6995975403 12 MO LIBOR 1/18/2006 Bank of America
6004080294 12 MO LIBOR 2/3/2006 Bank of America
6005002941 12 MO LIBOR 2/9/2006 Bank of America
6007022434 12 MO LIBOR 1/19/2006 Bank of America
6015481911 12 MO LIBOR 2/10/2006 Bank of America
6015571976 12 MO LIBOR 1/26/2006 Bank of America
6017523629 12 MO LIBOR 2/3/2006 Bank of America
6023874941 12 MO LIBOR 1/24/2006 Bank of America
6030088469 12 MO LIBOR 2/24/2006 Bank of America
6030953001 12 MO LIBOR 1/31/2006 Bank of America
6031460683 12 MO LIBOR 2/7/2006 Bank of America
6035774824 12 MO LIBOR 2/8/2006 Bank of America
6035807178 12 MO LIBOR 1/25/2006 Bank of America
6039598534 12 MO LIBOR 1/27/2006 Bank of America
6046671225 12 MO LIBOR 2/7/2006 Bank of America
6047612384 12 MO LIBOR 1/9/2006 Bank of America
6054717902 12 MO LIBOR 1/26/2006 Bank of America
6059628633 12 MO LIBOR 1/26/2006 Bank of America
6064391979 12 MO LIBOR 1/27/2006 Bank of America
6073522580 12 MO LIBOR 2/17/2006 Bank of America
6081515816 12 MO LIBOR 2/16/2006 Bank of America
6090213577 12 MO LIBOR 2/9/2006 Bank of America
6105354929 12 MO LIBOR 1/20/2006 Bank of America
6108825677 12 MO LIBOR 1/27/2006 Bank of America
6113522533 12 MO LIBOR 1/18/2006 Bank of America
6114574822 12 MO LIBOR 2/3/2006 Bank of America
6120362097 12 MO LIBOR 2/3/2006 Bank of America
6120933079 12 MO LIBOR 2/2/2006 Bank of America
6121654575 12 MO LIBOR 2/22/2006 Bank of America
6124981553 12 MO LIBOR 2/1/2006 Bank of America
6133866001 12 MO LIBOR 1/24/2006 Bank of America
6138003139 12 MO LIBOR 1/26/2006 Bank of America
6146655003 12 MO LIBOR 2/2/2006 Bank of America
6147530577 12 MO LIBOR 1/31/2006 Bank of America
6151697056 12 MO LIBOR 1/30/2006 Bank of America
6152654759 12 MO LIBOR 2/1/2006 Bank of America
6156284025 12 MO LIBOR 2/8/2006 Bank of America
6158513330 12 MO LIBOR 1/20/2006 Bank of America
6160956840 12 MO LIBOR 2/21/2006 Bank of America
6169751424 12 MO LIBOR 2/3/2006 Bank of America
6193538078 12 MO LIBOR 2/17/2006 Bank of America
6195075137 12 MO LIBOR 2/16/2006 Bank of America
6199233369 12 MO LIBOR 2/17/2006 Bank of America
6204911165 12 MO LIBOR 1/31/2006 Bank of America
6208238912 12 MO LIBOR 2/15/2006 Bank of America
6215685717 12 MO LIBOR 2/14/2006 Bank of America
6225419685 12 MO LIBOR 2/16/2006 Bank of America
6228937212 12 MO LIBOR 1/26/2006 Bank of America
6245354391 12 MO LIBOR 2/21/2006 Bank of America
6247058073 12 MO LIBOR 2/13/2006 Bank of America
6253221953 12 MO LIBOR 1/23/2006 Bank of America
6261376351 12 MO LIBOR 2/16/2006 Bank of America
6263195411 12 MO LIBOR 2/16/2006 Bank of America
6263449669 12 MO LIBOR 2/6/2006 Bank of America
6266992558 12 MO LIBOR 2/3/2006 Bank of America
6273102316 12 MO LIBOR 2/14/2006 Bank of America
6275360896 12 MO LIBOR 1/23/2006 Bank of America
6278033953 12 MO LIBOR 1/31/2006 Bank of America
6278376527 12 MO LIBOR 1/31/2006 Bank of America
6279157900 12 MO LIBOR 2/15/2006 Bank of America
6279362716 12 MO LIBOR 2/3/2006 Bank of America
6283947890 12 MO LIBOR 1/31/2006 Bank of America
6285273972 12 MO LIBOR 1/19/2006 Bank of America
6285398498 12 MO LIBOR 1/30/2006 Bank of America
6291928171 12 MO LIBOR 1/25/2006 Bank of America
6293531775 12 MO LIBOR 2/1/2006 Bank of America
6296351403 12 MO LIBOR 2/1/2006 Bank of America
6296843474 12 MO LIBOR 1/31/2006 Bank of America
6309026844 12 MO LIBOR 2/17/2006 Bank of America
6311038175 12 MO LIBOR 2/2/2006 Bank of America
6311571977 12 MO LIBOR 1/20/2006 Bank of America
6314262954 12 MO LIBOR 2/8/2006 Bank of America
6316371712 12 MO LIBOR 2/22/2006 Bank of America
6316452082 12 MO LIBOR 2/1/2006 Bank of America
6321172485 12 MO LIBOR 2/17/2006 Bank of America
6334636161 12 MO LIBOR 1/19/2006 Bank of America
6335135502 12 MO LIBOR 2/17/2006 Bank of America
6335829302 12 MO LIBOR 2/10/2006 Bank of America
6339507250 12 MO LIBOR 2/7/2006 Bank of America
6341661095 12 MO LIBOR 2/8/2006 Bank of America
6344810376 12 MO LIBOR 1/26/2006 Bank of America
6349316551 12 MO LIBOR 1/27/2006 Bank of America
6350363005 12 MO LIBOR 1/26/2006 Bank of America
6355379279 12 MO LIBOR 2/1/2006 Bank of America
6364102365 12 MO LIBOR 2/7/2006 Bank of America
6368676414 12 MO LIBOR 2/2/2006 Bank of America
6370544071 12 MO LIBOR 2/9/2006 Bank of America
6375314082 12 MO LIBOR 1/27/2006 Bank of America
6376572530 12 MO LIBOR 2/13/2006 Bank of America
6377444846 12 MO LIBOR 2/8/2006 Bank of America
6381084307 12 MO LIBOR 1/18/2006 Bank of America
6391351399 12 MO LIBOR 2/2/2006 Bank of America
6394769845 12 MO LIBOR 2/2/2006 Bank of America
6394849704 12 MO LIBOR 1/30/2006 Bank of America
6396669852 12 MO LIBOR 2/3/2006 Bank of America
6405941037 12 MO LIBOR 2/3/2006 Bank of America
6407619573 12 MO LIBOR 2/7/2006 Bank of America
6410514357 12 MO LIBOR 2/16/2006 Bank of America
6422475548 12 MO LIBOR 1/27/2006 Bank of America
6426527898 12 MO LIBOR 2/7/2006 Bank of America
6430850542 12 MO LIBOR 2/1/2006 Bank of America
6431906723 12 MO LIBOR 1/26/2006 Bank of America
6432675335 12 MO LIBOR 1/24/2006 Bank of America
6437313700 12 MO LIBOR 2/17/2006 Bank of America
6442137813 12 MO LIBOR 1/26/2006 Bank of America
6450931917 12 MO LIBOR 2/7/2006 Bank of America
6451676123 12 MO LIBOR 2/7/2006 Bank of America
6459306350 12 MO LIBOR 1/30/2006 Bank of America
6464048930 12 MO LIBOR 2/2/2006 Bank of America
6464201331 12 MO LIBOR 1/20/2006 Bank of America
6465753215 12 MO LIBOR 2/7/2006 Bank of America
6470171973 12 MO LIBOR 2/1/2006 Bank of America
6470270171 12 MO LIBOR 1/26/2006 Bank of America
6473340666 12 MO LIBOR 1/31/2006 Bank of America
6481605399 12 MO LIBOR 2/8/2006 Bank of America
6484041337 12 MO LIBOR 2/9/2006 Bank of America
6487067198 12 MO LIBOR 1/13/2006 Bank of America
6492773558 12 MO LIBOR 2/1/2006 Bank of America
6497661683 12 MO LIBOR 1/12/2006 Bank of America
6515685623 12 MO LIBOR 2/1/2006 Bank of America
6517245566 12 MO LIBOR 2/1/2006 Bank of America
6520368736 12 MO LIBOR 2/1/2006 Bank of America
6522895629 12 MO LIBOR 1/30/2006 Bank of America
6530815080 12 MO LIBOR 2/7/2006 Bank of America
6539898327 12 MO LIBOR 2/6/2006 Bank of America
6543543703 12 MO LIBOR 1/31/2006 Bank of America
6544393371 12 MO LIBOR 2/22/2006 Bank of America
6546008571 12 MO LIBOR 2/10/2006 Bank of America
6548305686 12 MO LIBOR 2/17/2006 Bank of America
6551484600 12 MO LIBOR 2/15/2006 Bank of America
6551745521 12 MO LIBOR 2/1/2006 Bank of America
6554763182 12 MO LIBOR 2/15/2006 Bank of America
6559305450 12 MO LIBOR 1/25/2006 Bank of America
6579904654 12 MO LIBOR 1/9/2006 Bank of America
6580139134 12 MO LIBOR 1/24/2006 Bank of America
6593137869 12 MO LIBOR 1/26/2006 Bank of America
6597256806 12 MO LIBOR 2/7/2006 Bank of America
6599194294 12 MO LIBOR 2/8/2006 Bank of America
6606587001 12 MO LIBOR 2/17/2006 Bank of America
6611036846 12 MO LIBOR 2/1/2006 Bank of America
6611047306 12 MO LIBOR 2/24/2006 Bank of America
6614505375 12 MO LIBOR 2/14/2006 Bank of America
6617346462 12 MO LIBOR 1/30/2006 Bank of America
6617537201 12 MO LIBOR 2/2/2006 Bank of America
6621809752 12 MO LIBOR 1/23/2006 Bank of America
6621879524 12 MO LIBOR 2/14/2006 Bank of America
6623885883 12 MO LIBOR 1/26/2006 Bank of America
6625553711 12 MO LIBOR 2/15/2006 Bank of America
6639744074 12 MO LIBOR 1/27/2006 Bank of America
6642417197 12 MO LIBOR 1/10/2006 Bank of America
6657108095 12 MO LIBOR 2/1/2006 Bank of America
6662170288 12 MO LIBOR 2/1/2006 Bank of America
6676831396 12 MO LIBOR 1/12/2006 Bank of America
6682474371 12 MO LIBOR 2/1/2006 Bank of America
6690355216 12 MO LIBOR 2/6/2006 Bank of America
6693404383 12 MO LIBOR 2/9/2006 Bank of America
6695234739 12 MO LIBOR 1/25/2006 Bank of America
6697357652 12 MO LIBOR 2/17/2006 Bank of America
6701061639 12 MO LIBOR 2/21/2006 Bank of America
6704250361 12 MO LIBOR 1/26/2006 Bank of America
6708742363 12 MO LIBOR 2/1/2006 Bank of America
6714571061 12 MO LIBOR 1/30/2006 Bank of America
6715059306 12 MO LIBOR 2/17/2006 Bank of America
6715294903 12 MO LIBOR 1/24/2006 Bank of America
6720098158 12 MO LIBOR 1/18/2006 Bank of America
6720844528 12 MO LIBOR 1/19/2006 Bank of America
6722155899 12 MO LIBOR 2/16/2006 Bank of America
6725894528 12 MO LIBOR 1/27/2006 Bank of America
6731714579 12 MO LIBOR 1/25/2006 Bank of America
6744901957 12 MO LIBOR 1/26/2006 Bank of America
6769984680 12 MO LIBOR 1/31/2006 Bank of America
6778916996 12 MO LIBOR 2/9/2006 Bank of America
6798183494 12 MO LIBOR 2/14/2006 Bank of America
6805879381 12 MO LIBOR 2/10/2006 Bank of America
6812801048 12 MO LIBOR 1/31/2006 Bank of America
6816688904 12 MO LIBOR 1/5/2006 Bank of America
6821347074 12 MO LIBOR 1/18/2006 Bank of America
6826177633 12 MO LIBOR 2/3/2006 Bank of America
6826769181 12 MO LIBOR 1/24/2006 Bank of America
6837789897 12 MO LIBOR 2/8/2006 Bank of America
6837997896 12 MO LIBOR 2/20/2006 Bank of America
6840204140 12 MO LIBOR 1/25/2006 Bank of America
6843375863 12 MO LIBOR 1/11/2006 Bank of America
6844503364 12 MO LIBOR 2/6/2006 Bank of America
6861027065 12 MO LIBOR 1/18/2006 Bank of America
6865296831 12 MO LIBOR 1/27/2006 Bank of America
6875992460 12 MO LIBOR 2/10/2006 Bank of America
6892813848 12 MO LIBOR 1/30/2006 Bank of America
6892893766 12 MO LIBOR 1/31/2006 Bank of America
6894661211 12 MO LIBOR 2/6/2006 Bank of America
6899159633 12 MO LIBOR 1/31/2006 Bank of America
6904627954 12 MO LIBOR 2/7/2006 Bank of America
6905917743 12 MO LIBOR 2/27/2006 Bank of America
6917699222 12 MO LIBOR 1/19/2006 Bank of America
6925811298 12 MO LIBOR 2/14/2006 Bank of America
6927763059 12 MO LIBOR 2/22/2006 Bank of America
6927926086 12 MO LIBOR 2/3/2006 Bank of America
6935189339 12 MO LIBOR 2/6/2006 Bank of America
6947674294 12 MO LIBOR 2/2/2006 Bank of America
6947903297 12 MO LIBOR 1/18/2006 Bank of America
6952844972 12 MO LIBOR 2/8/2006 Bank of America
6953151294 12 MO LIBOR 2/6/2006 Bank of America
6953673156 12 MO LIBOR 1/31/2006 Bank of America
6953798839 12 MO LIBOR 1/31/2006 Bank of America
6955659054 12 MO LIBOR 2/3/2006 Bank of America
6960017173 12 MO LIBOR 2/1/2006 Bank of America
6961077440 12 MO LIBOR 1/25/2006 Bank of America
6962191059 12 MO LIBOR 2/3/2006 Bank of America
6969018917 12 MO LIBOR 1/31/2006 Bank of America
6969019113 12 MO LIBOR 2/7/2006 Bank of America
6969797650 12 MO LIBOR 2/10/2006 Bank of America
6972313917 12 MO LIBOR 2/1/2006 Bank of America
6977631891 12 MO LIBOR 2/3/2006 Bank of America
6988145345 12 MO LIBOR 2/13/2006 Bank of America
6989283590 12 MO LIBOR 2/1/2006 Bank of America
6989924474 12 MO LIBOR 2/6/2006 Bank of America
6990790039 12 MO LIBOR 2/21/2006 Bank of America
6998741869 12 MO LIBOR 1/27/2006 Bank of America
D-4-1
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
[date]
To: Wells Fargo Bank, N.A.
1015 10th Avenue Southeast
Minneapolis, Minnesota 55414
Attention: Inventory Control -- BAFC 2006-C
Re: The Pooling and Servicing Agreement, dated March 31, 2006, among Banc of
America Funding Corporation, 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 Servicer)
Issuer:_________________________________
Address:________________________________
________________________________________
Date:___________________________________
E-1
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
E-2
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 March 31, 2006, among Banc of America Funding Corporation, as Depositor,
Bank of America, National Association, as Servicer, and Wells Fargo Bank, N.A.,
as Trustee.
[_______________],
By:_____________________________________
Name:___________________________________
Title:__________________________________
F-1
EXHIBIT G-1
FORM OF TRANSFEROR'S CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services - BAFC 2006-C
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2006-C, Class ___, having an initial aggregate
Certificate Balance as of March 31, 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 March 31, 2006, among Banc of America Funding Corporation, 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.
G-1-1
Very truly yours,
________________________________________
(Transferor)
By:_____________________________________
Name:___________________________________
Title:__________________________________
G-1-2
EXHIBIT G-2A
FORM 1 OF TRANSFEREE'S CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services - BAFC 2006-C
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2006-C, Class ___, having an initial aggregate
Certificate Balance as of March 31, 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 March 31, 2006, among Banc of America Funding
Corporation, 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.
G-2A-1
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:__________________________________
G-2A-2
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:__________________________________
G-2A-3
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") Wells Fargo Bank, N.A., as Trustee with respect to the mortgage
pass-through certificates (the "Transferred Certificates") described in the
Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").
2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.
___ Corporation, etc. The Transferee is a corporation (other than a
bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986.
___ Bank. The Transferee (a) is a national bank or a banking institution
organized under the laws of any state, U.S. territory or the
District of Columbia, the business of which is substantially
confined to banking and is supervised by the state or territorial
banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not
more than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. bank, and not more than 18 months
preceding such date of sale in the case of a foreign bank or
equivalent institution.
___ Savings and Loan. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised
and examined by a state or federal authority having supervision over
any such institutions, or is a foreign savings and loan
___________________________
(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.
G-2A-4
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
G-2A-5
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 Transferred
Yes No 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:___________________________________
G-2A-6
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).
G-2A-7
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 Transferred
Yes No 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:___________________________________
G-2A-8
EXHIBIT G-2B
FORM 2 OF TRANSFEREE'S CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services - BAFC 2006-C
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2006-C, Class ___, having an initial aggregate
Certificate Principal Balance as of March 31, 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
March 31, 2006, among Banc of America Funding Corporation, 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
G-2B-1
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 Sponsor,
their affiliates or both.
3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 6.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT
AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING
AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR ANY FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF
ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT BE
MADE UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (I) A
REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE,
STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN
OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT
IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS
DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO BENEFIT
PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES
AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH BENEFIT
PLAN AND ALL OTHER BENEFIT PLANS MAINTAINED BY THE SAME EMPLOYER (OR
AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE
SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND
G-2B-2
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, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS
CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN
A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION
4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE
SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN
IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS
CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH
REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING AGREEMENT
PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE
TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the
Transferred Certificates under the 1933 Act, would render the disposition of the
Transferred Certificates a violation of Section 5 of the 1933 Act or any state
securities law or would require registration or qualification of the Transferred
Certificates pursuant thereto. The Transferee will not act, nor has it
authorized nor will it authorize any person to act, in any manner set forth in
the foregoing sentence with respect to the Transferred Certificates, any
interest in the Transferred Certificates or any other similar security.
5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.
6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business
G-2B-3
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:___________________________________
G-2B-4
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:__________________________________
G-2B-5
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
Attention: Corporate Trust Services - BAFC 2006-C
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2006-C, Class ___, having an initial aggregate
Certificate Balance as of March 31, 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
March 31, 2006, among Banc of America Funding Corporation, 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.
H-1
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:___________________________________
H-2
EXHIBIT I
FORM OF AFFIDAVIT REGARDING TRANSFER OF
RESIDUAL CERTIFICATE PURSUANT TO SECTION 6.02
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2006-C
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 March 31, 2006 (the "Agreement"), among Banc of America Funding
Corporation, as 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
I-1
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, and it intends to do so in the future.
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 (i) a U.S. Person as defined in Code Section
7701(a)(30) or (ii) (A) the Transferee holds the Residual Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Trustee with an effective Internal Revenue
Service Form W-8ECI (or successor thereto) or (B) the Transferee has delivered
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.
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
U.S. 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.
I-2
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.
15. The Transferee understands that it may incur tax liabilities with
respect to the Residual Certificate in excess of cash flows generated thereby.
16. The Transferee intends to pay taxes associated with holding the
Residual Certificate as such taxes become due.
* * *
I-3
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
________, _____.
I-4
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:
o 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
o 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.
I-5
EXHIBIT J
LIST OF RECORDATION STATES
Florida
Maryland
J-1
EXHIBIT K
FORM OF INITIAL CERTIFICATION OF THE [TRUSTEE] [CUSTODIAN]
March 31, 2006
Banc of America Funding Corporation
214 North Tryon Street
Charlotte, North Carolina 28255
Bank of America, National Association
475 Crosspoint Parkway
Getzville, New York 14068-9000
Attention: Servicing Manager
Re: The Pooling and Servicing Agreement, dated March 31, 2006 (the
"Pooling and Servicing Agreement"), among the 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] [Custodian], hereby certifies that, except as may be
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] [Custodian] 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] [Custodian] 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]
[______________________________________,
as Custodian]
By:_____________________________________
Name:___________________________________
Title:__________________________________
K-1
EXHIBIT L
FORM OF FINAL CERTIFICATION OF THE [TRUSTEE] [CUSTODIAN]
[__________ __, ____]
Banc of America Funding Corporation
214 North Tryon Street
Charlotte, North Carolina 28255
Bank of America, National Association
475 Crosspoint Parkway
Getzville, New York 14068-9000
Attention: Servicing Manager
Re: The Pooling and Servicing Agreement, dated March 31, 2006 (the
"Pooling and Servicing Agreement"), among Banc of America Funding
Corporation, 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] [Custodian], 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] [Custodian] 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] [Custodian] 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.
L-1
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]
[______________________________________,
as Custodian]
By:_____________________________________
Name:___________________________________
Title:__________________________________
L-2
EXHIBIT M
RELEVANT SERVICING CRITERIA
----------------------------------------------------------------------------------------------------------------
SERVICING CRITERIA PARTIES RESPONSIBLE
----------------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
----------------------------------------------------------------------------------------------------------------
GENERAL SERVICING CONSIDERATIONS
----------------------------------------------------------------------------------------------------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any Servicer and Trustee
performance 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 Servicer and Trustee
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 Not applicable
back-up servicer for the mortgage loans are maintained.
----------------------------------------------------------------------------------------------------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect Servicer
on the 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 Servicer and Trustee
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 Servicer and Trustee
or to an investor are made only by authorized personnel.
----------------------------------------------------------------------------------------------------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash Servicer and Trustee
flows or distributions, and any interest or other fees
charged for such advances, are made, reviewed and approved as
specified in the transaction agreements.
---------------------------------------------------------------------------------------------------------------
1122(d)(2)(iv) The related accounts for the transaction, such as cash Servicer and Trustee
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the
transaction agreements.
----------------------------------------------------------------------------------------------------------------
M-1
----------------------------------------------------------------------------------------------------------------
SERVICING CRITERIA PARTIES RESPONSIBLE
----------------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
----------------------------------------------------------------------------------------------------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured Servicer and Trustee
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 Servicer and Trustee
access.
----------------------------------------------------------------------------------------------------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all Servicer and Trustee
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 Servicer and Trustee
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 Servicer and Trustee
accordance with timeframes, distribution priority and other
terms set forth in the transaction agreements.
----------------------------------------------------------------------------------------------------------------
1122(d)(3)(iii) Disbursements made to an investor are posted within two Servicer and Trustee
business days to the Servicer's investor records, or such
other number of days specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------------
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree Servicer and Trustee
with cancelled checks, or other form of payment, or custodial
bank statements.
----------------------------------------------------------------------------------------------------------------
M-2
----------------------------------------------------------------------------------------------------------------
SERVICING CRITERIA PARTIES RESPONSIBLE
----------------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
----------------------------------------------------------------------------------------------------------------
POOL ASSET ADMINISTRATION
----------------------------------------------------------------------------------------------------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as Custodian and Servicer
required by the transaction agreements or related mortgage
loan documents.
----------------------------------------------------------------------------------------------------------------
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as Custodian and Servicer
required by the transaction agreements
----------------------------------------------------------------------------------------------------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool Servicer
are 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 Servicer
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 Servicer
with the 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 Servicer
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, Servicer
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 Servicer
the 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 Servicer
loans with variable rates are computed based on the related
mortgage loan documents.
----------------------------------------------------------------------------------------------------------------
M-3
----------------------------------------------------------------------------------------------------------------
SERVICING CRITERIA PARTIES RESPONSIBLE
----------------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
----------------------------------------------------------------------------------------------------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as Servicer
escrow 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 Servicer
insurance 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 Servicer
be 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.
----------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within Servicer
two business days to the obligor's records maintained by the
servicer, or such other number of days specified in the
transaction agreements.
----------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are Servicer and Trustee
recognized and recorded in accordance with the transaction
agreements.
----------------------------------------------------------------------------------------------------------------
1122(d)(4)(xv) Any external enhancement or other support, identified in Item Not Applicable
1114(a)(1) through (3) or Item 1115 of Regulation AB, is
maintained as set forth in the transaction agreements.
----------------------------------------------------------------------------------------------------------------
M-4
EXHIBIT N
ADDITIONAL FORM 10-D DISCLOSURE
-----------------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-D DISCLOSURE
-----------------------------------------------------------------------------------------------------------------
ITEM ON FORM 10-D PARTY RESPONSIBLE
-----------------------------------------------------------------------------------------------------------------
ITEM 1: DISTRIBUTION AND POOL PERFORMANCE INFORMATION
-----------------------------------------------------------------------------------------------------------------
Information included in the [Monthly Statement] Servicer
Trustee
-----------------------------------------------------------------------------------------------------------------
Any information required by 1121 which is NOT included Depositor
on the [Monthly Statement]
-----------------------------------------------------------------------------------------------------------------
ITEM 2: LEGAL PROCEEDINGS
Any legal proceeding pending against the following
entities or their respective property, that is material
to Certificateholders, including any proceeding known to
be contemplated by governmental authorities:
-----------------------------------------------------------------------------------------------------------------
o Issuing Entity (Trust Fund) Trustee, Servicer and Depositor
-----------------------------------------------------------------------------------------------------------------
o Sponsor (Seller) Seller (if a party to the Pooling and Servicing
Agreement) or Depositor
-----------------------------------------------------------------------------------------------------------------
o Depositor Depositor
-----------------------------------------------------------------------------------------------------------------
o Trustee Trustee
-----------------------------------------------------------------------------------------------------------------
o Servicer Servicer
-----------------------------------------------------------------------------------------------------------------
o Custodian Custodian
-----------------------------------------------------------------------------------------------------------------
o 1110(b) Originator Depositor
-----------------------------------------------------------------------------------------------------------------
o Any 1108(a)(2) Servicer (other than the Servicer or Servicer
Trustee)
-----------------------------------------------------------------------------------------------------------------
o Any other party contemplated by 1100(d)(1) Depositor
-----------------------------------------------------------------------------------------------------------------
ITEM 3: SALE OF SECURITIES AND USE OF PROCEEDS Depositor
Information from Item 2(a) of Part II of Form 10-Q:
With respect to any sale of securities by the sponsor,
depositor or issuing entity, that are backed by the same
asset pool or are otherwise issued by the issuing
entity, whether or not registered, provide the sales and
use of proceeds information in Item 701 of Regulation
S-K. Pricing information can be omitted if securities
were not registered.
-----------------------------------------------------------------------------------------------------------------
ITEM 4: DEFAULTS UPON SENIOR SECURITIES Trustee
-----------------------------------------------------------------------------------------------------------------
N-1
-----------------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-D DISCLOSURE
-----------------------------------------------------------------------------------------------------------------
ITEM ON FORM 10-D PARTY RESPONSIBLE
-----------------------------------------------------------------------------------------------------------------
Information from Item 3 of Part II of Form 10-Q:
Report the occurrence of any Event of Default (after
expiration of any grace period and provision of any
required notice)
-----------------------------------------------------------------------------------------------------------------
ITEM 5: SUBMISSION OF MATTERS TO A VOTE OF SECURITY Trustee
HOLDERS
Information from Item 4 of Part II of Form 10-Q
-----------------------------------------------------------------------------------------------------------------
ITEM 6: SIGNIFICANT OBLIGORS OF POOL ASSETS Depositor
Item 1112(b) - Significant Obligor Financial Information*
-----------------------------------------------------------------------------------------------------------------
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Item.
-----------------------------------------------------------------------------------------------------------------
ITEM 7: SIGNIFICANT ENHANCEMENT PROVIDER INFORMATION
Item 1114(b)(2) - Credit Enhancement Provider Financial
Information*
-----------------------------------------------------------------------------------------------------------------
o Determining applicable disclosure threshold Depositor
-----------------------------------------------------------------------------------------------------------------
o Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
-----------------------------------------------------------------------------------------------------------------
Item 1115(b) - Derivative Counterparty Financial
Information*
-----------------------------------------------------------------------------------------------------------------
o Determining current maximum probable exposure Depositor
-----------------------------------------------------------------------------------------------------------------
o Determining current significance percentage Depositor
-----------------------------------------------------------------------------------------------------------------
o Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
-----------------------------------------------------------------------------------------------------------------
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Items.
-----------------------------------------------------------------------------------------------------------------
ITEM 8: OTHER INFORMATION
Disclose any information required to be reported on Form
8-K during the period covered by the Form 10-D but not Any party responsible for the applicable Form 8-K
reported Disclosure item
-----------------------------------------------------------------------------------------------------------------
N-2
-----------------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-D DISCLOSURE
-----------------------------------------------------------------------------------------------------------------
ITEM ON FORM 10-D PARTY RESPONSIBLE
-----------------------------------------------------------------------------------------------------------------
ITEM 9: EXHIBITS
-----------------------------------------------------------------------------------------------------------------
Monthly Statement to Certificateholders Trustee
-----------------------------------------------------------------------------------------------------------------
Exhibits required by Item 601 of Regulation S-K, such as Depositor
material agreements
-----------------------------------------------------------------------------------------------------------------
N-3
EXHIBIT O
ADDITIONAL FORM 10-K DISCLOSURE
-----------------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-K DISCLOSURE
-----------------------------------------------------------------------------------------------------------------
ITEM ON FORM 10-K PARTY RESPONSIBLE
-----------------------------------------------------------------------------------------------------------------
ITEM 1B: UNRESOLVED STAFF COMMENTS Depositor
-----------------------------------------------------------------------------------------------------------------
ITEM 9B: OTHER INFORMATION Any party responsible for disclosure items on Form 8-K
Disclose any information required to be reported on Form
8-K during the fourth quarter covered by the Form 10-K
but not reported
-----------------------------------------------------------------------------------------------------------------
ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES Trustee
Depositor
-----------------------------------------------------------------------------------------------------------------
REG AB ITEM 1112(B): SIGNIFICANT OBLIGORS OF POOL ASSETS
-----------------------------------------------------------------------------------------------------------------
Significant Obligor Financial Information* Depositor
-----------------------------------------------------------------------------------------------------------------
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Item.
-----------------------------------------------------------------------------------------------------------------
REG AB ITEM 1114(B)(2): CREDIT ENHANCEMENT PROVIDER
FINANCIAL INFORMATION
-----------------------------------------------------------------------------------------------------------------
o Determining applicable disclosure threshold Depositor
-----------------------------------------------------------------------------------------------------------------
o Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
-----------------------------------------------------------------------------------------------------------------
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Items.
-----------------------------------------------------------------------------------------------------------------
REG AB ITEM 1115(B): DERIVATIVE COUNTERPARTY FINANCIAL
INFORMATION
-----------------------------------------------------------------------------------------------------------------
o Determining current maximum probable exposure Depositor
-----------------------------------------------------------------------------------------------------------------
o Determining current significance percentage Depositor
-----------------------------------------------------------------------------------------------------------------
o Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
-----------------------------------------------------------------------------------------------------------------
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Items.
-----------------------------------------------------------------------------------------------------------------
REG AB ITEM 1117: LEGAL PROCEEDINGS
-----------------------------------------------------------------------------------------------------------------
O-1
-----------------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-K DISCLOSURE
-----------------------------------------------------------------------------------------------------------------
ITEM ON FORM 10-K PARTY RESPONSIBLE
-----------------------------------------------------------------------------------------------------------------
Any legal proceeding pending against the following
entities or their respective property, that is material
to Certificateholders, including any proceeding known to
be contemplated by governmental authorities:
-----------------------------------------------------------------------------------------------------------------
o Issuing Entity (Trust Fund) Trustee, Servicer and Depositor
-----------------------------------------------------------------------------------------------------------------
o Sponsor (Seller) Seller (if a party to the Pooling and Servicing
Agreement) or Depositor
-----------------------------------------------------------------------------------------------------------------
o Depositor Depositor
-----------------------------------------------------------------------------------------------------------------
o Trustee Trustee
-----------------------------------------------------------------------------------------------------------------
o Servicer Servicer
-----------------------------------------------------------------------------------------------------------------
o Custodian Custodian
-----------------------------------------------------------------------------------------------------------------
o 1110(b) Originator Depositor
-----------------------------------------------------------------------------------------------------------------
o Any 1108(a)(2) Servicer (other than the Servicer or Servicer
Trustee)
-----------------------------------------------------------------------------------------------------------------
o Any other party contemplated by 1100(d)(1) Depositor
-----------------------------------------------------------------------------------------------------------------
REG AB ITEM 1119: AFFILIATIONS AND RELATIONSHIPS
-----------------------------------------------------------------------------------------------------------------
Whether (a) the Sponsor (Seller), Depositor or Issuing Depositor as to (a)
Entity is an affiliate of the following parties, and (b) Sponsor/Seller as to (a)
to the extent known and material, any of the following
parties are affiliated with one another:
-----------------------------------------------------------------------------------------------------------------
o Servicer Servicer
-----------------------------------------------------------------------------------------------------------------
o Trustee Trustee
-----------------------------------------------------------------------------------------------------------------
o Any other 1108(a)(3) servicer Servicer
-----------------------------------------------------------------------------------------------------------------
o Any 1110 Originator Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------
o Any 1112(b) Significant Obligor Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------
o Any 1114 Credit Enhancement Provider Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------
o Any 1115 Derivate Counterparty Provider Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------
o Any other 1101(d)(1) material party Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------
Whether there are any "outside the ordinary course Depositor as to (a)
business arrangements" other than would be obtained in Sponsor/Seller as to (a)
an arm's length transaction between (a) the Sponsor
(Seller), Depositor or Issuing Entity on the one hand,
and (b) any of the following parties (or their
affiliates) on the other hand, that exist currently or
within the past two years and that are material to a
Certificateholder's understanding of the Certificates:
-----------------------------------------------------------------------------------------------------------------
o Servicer Servicer
-----------------------------------------------------------------------------------------------------------------
o Trustee Trustee
-----------------------------------------------------------------------------------------------------------------
o Any other 1108(a)(3) servicer Servicer
-----------------------------------------------------------------------------------------------------------------
o Any 1110 Originator Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------
O-2
-----------------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-K DISCLOSURE
-----------------------------------------------------------------------------------------------------------------
ITEM ON FORM 10-K PARTY RESPONSIBLE
-----------------------------------------------------------------------------------------------------------------
o Any 1112(b) Significant Obligor Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------
o Any 1114 Credit Enhancement Provider Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------
o Any 1115 Derivate Counterparty Provider Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------
o Any other 1101(d)(1) material party Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------
Whether there are any specific relationships involving Depositor as to (a)
the transaction or the pool assets between (a) the Sponsor/Seller as to (a)
Sponsor (Seller), Depositor or Issuing Entity on the one
hand, and (b) any of the following parties (or their
affiliates) on the other hand, that exist currently or
within the past two years and that are material:
-----------------------------------------------------------------------------------------------------------------
o Servicer Servicer
-----------------------------------------------------------------------------------------------------------------
o Trustee Trustee
-----------------------------------------------------------------------------------------------------------------
o Any other 1108(a)(3) servicer Servicer
-----------------------------------------------------------------------------------------------------------------
o Any 1110 Originator Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------
o Any 1112(b) Significant Obligor Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------
o Any 1114 Credit Enhancement Provider Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------
o Any 1115 Derivate Counterparty Provider Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------
o Any other 1101(d)(1) material party Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------------
O-3
EXHIBIT P
FORM 8-K DISCLOSURE
-----------------------------------------------------------------------------------------------------------------
FORM 8-K DISCLOSURE INFORMATION
-----------------------------------------------------------------------------------------------------------------
ITEM ON FORM 8-K PARTY RESPONSIBLE
-----------------------------------------------------------------------------------------------------------------
ITEM 1.01- ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT All parties
Disclosure is required regarding entry into or amendment
of any definitive agreement that is material to the
securitization, even if depositor is not a party.
Examples: servicing agreement, custodial agreement.
Note: disclosure not required as to definitive
agreements that are fully disclosed in the prospectus
-----------------------------------------------------------------------------------------------------------------
ITEM 1.02- TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT All parties
Disclosure is required regarding termination of any
definitive agreement that is material to the
securitization (other than expiration in accordance with
its terms), even if depositor is not a party.
Examples: servicing agreement, custodial agreement.
-----------------------------------------------------------------------------------------------------------------
ITEM 1.03- BANKRUPTCY OR RECEIVERSHIP Depositor
Disclosure is required regarding the bankruptcy or
receivership, with respect to any of the following:
-----------------------------------------------------------------------------------------------------------------
o Sponsor (Seller) Depositor/Sponsor (Seller)
-----------------------------------------------------------------------------------------------------------------
o Depositor Depositor
-----------------------------------------------------------------------------------------------------------------
o Servicer Servicer
-----------------------------------------------------------------------------------------------------------------
o Affiliated Servicer Servicer
-----------------------------------------------------------------------------------------------------------------
o Other Servicer servicing 20% or more of the pool Servicer
assets at the time of the report
-----------------------------------------------------------------------------------------------------------------
o Other material servicers Servicer
-----------------------------------------------------------------------------------------------------------------
o Trustee Trustee
-----------------------------------------------------------------------------------------------------------------
o Significant Obligor Depositor
-----------------------------------------------------------------------------------------------------------------
o Credit Enhancer (10% or more) Depositor
-----------------------------------------------------------------------------------------------------------------
o Derivative Counterparty Depositor
-----------------------------------------------------------------------------------------------------------------
o Custodian Custodian
-----------------------------------------------------------------------------------------------------------------
P-1
-----------------------------------------------------------------------------------------------------------------
FORM 8-K DISCLOSURE INFORMATION
-----------------------------------------------------------------------------------------------------------------
ITEM ON FORM 8-K PARTY RESPONSIBLE
-----------------------------------------------------------------------------------------------------------------
ITEM 2.04- TRIGGERING EVENTS THAT ACCELERATE OR INCREASE Depositor
A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN Servicer
OFF-BALANCE SHEET ARRANGEMENT Trustee
Includes an early amortization, performance trigger or
other event, including event of default, that would
materially alter the payment priority/distribution of
cash flows/amortization schedule.
Disclosure will be made of events other than waterfall
triggers which are disclosed in the monthly statements
to the certificateholders.
-----------------------------------------------------------------------------------------------------------------
ITEM 3.03- MATERIAL MODIFICATION TO RIGHTS OF SECURITY Trustee
HOLDERS Depositor
Disclosure is required of any material modification to
documents defining the rights of Certificateholders,
including the Pooling and Servicing Agreement.
-----------------------------------------------------------------------------------------------------------------
ITEM 5.03- AMENDMENTS OF ARTICLES OF INCORPORATION OR Depositor
BYLAWS; CHANGE OF FISCAL YEAR
Disclosure is required of any amendment "to the
governing documents of the issuing entity".
-----------------------------------------------------------------------------------------------------------------
ITEM 6.01- ABS INFORMATIONAL AND COMPUTATIONAL MATERIAL Depositor
-----------------------------------------------------------------------------------------------------------------
ITEM 6.02- CHANGE OF SERVICER OR TRUSTEE Servicer/Trustee/Depositor/
Requires disclosure of any removal, replacement,
substitution or addition of any master servicer,
affiliated servicer, other servicer servicing 10% or
more of pool assets at time of report, other material
servicers or trustee.
-----------------------------------------------------------------------------------------------------------------
Reg AB disclosure about any new servicer or master Servicer/Depositor
servicer is also required.
-----------------------------------------------------------------------------------------------------------------
Reg AB disclosure about any new Trustee is also required. Trustee
-----------------------------------------------------------------------------------------------------------------
ITEM 6.03- CHANGE IN CREDIT ENHANCEMENT OR EXTERNAL Depositor/Trustee
SUPPORT
Covers termination of any enhancement in manner other
than by its terms, the addition of an enhancement, or a
material change in the enhancement provided. Applies to
external
-----------------------------------------------------------------------------------------------------------------
P-2
-----------------------------------------------------------------------------------------------------------------
FORM 8-K DISCLOSURE INFORMATION
-----------------------------------------------------------------------------------------------------------------
ITEM ON FORM 8-K PARTY RESPONSIBLE
-----------------------------------------------------------------------------------------------------------------
credit enhancements as well as derivatives.
-----------------------------------------------------------------------------------------------------------------
Reg AB disclosure about any new enhancement provider is Depositor
also required.
-----------------------------------------------------------------------------------------------------------------
ITEM 6.04- FAILURE TO MAKE A REQUIRED DISTRIBUTION Trustee
-----------------------------------------------------------------------------------------------------------------
ITEM 6.05- SECURITIES ACT UPDATING DISCLOSURE Depositor
If any material pool characteristic differs by 5% or
more at the time of issuance of the securities from the
description in the final prospectus, provide updated Reg
AB disclosure about the actual asset pool.
-----------------------------------------------------------------------------------------------------------------
If there are any new servicers or originators required Depositor
to be disclosed under Regulation AB as a result of the
foregoing, provide the information called for in Items
1108 and 1110 respectively.
-----------------------------------------------------------------------------------------------------------------
ITEM 7.01- REG FD DISCLOSURE All parties
-----------------------------------------------------------------------------------------------------------------
ITEM 8.01- OTHER EVENTS Depositor
Any event, with respect to which information is not
otherwise called for in Form 8-K, that the registrant
deems of importance to certificateholders.
-----------------------------------------------------------------------------------------------------------------
ITEM 9.01- FINANCIAL STATEMENTS AND EXHIBITS Responsible party for reporting/disclosing the
financial statement or exhibit
-----------------------------------------------------------------------------------------------------------------
P-3
EXHIBIT Q
FORM OF SARBANES-OXLEY CERTIFICATION
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2006-C
I, [________], a [_____________] of Banc of America Funding Corporation
(the "Depositor"), 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 Funding 2006-C 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. Based on my knowledge and the servicer compliance statements required in
this report under Item 1123 of Regulation AB, and except as disclosed in
the Exchange Act Reports, the servicers have fulfilled their obligations
under the pooling and servicing agreement, dated as of March 31, 2006, by
and among the Depositor, Bank of America, National Association and Wells
Fargo Bank, N.A.; 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
Q-1
EXHIBIT R
FORM OF BACK-UP CERTIFICATION
Re: Banc of America Funding 2006-C Trust (the "Trust"), Mortgage
Pass-Through Certificates, Series 2006-C, issued pursuant to a
Pooling and Servicing Agreement, dated March 31, 2006 (the "Pooling
Agreement"), among Banc of America Funding Corporation, as
Depositor, Bank of America, National Association, as Servicer, and
Wells Fargo Bank, N.A., as Trustee
The Trustee hereby certifies to the Depositor 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 and servicing 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:
R-1
EXHIBIT S
ADDITIONAL DISCLOSURE NOTIFICATION
**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO
CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**
Wells Fargo Bank, N.A., as Trustee
Old Annapolis Road
Columbia, Maryland 21045
Attn: Corporate Trust Services - BAFC 2006-C --SEC REPORT PROCESSING
RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required
Ladies and Gentlemen:
In accordance with Section [ ] of the Pooling and Servicing Agreement, , dated
as of March 31, 2006, among Banc of America Funding Corporation, as depositor,
Bank of America, National Association, as servicer, Wells Fargo Bank, N.A., as
trustee. The undersigned, as [ ], hereby notifies you that certain events have
come to our attention that [will] [may] need to be disclosed on Form
[10-D][10-K][8-K].
Description of Additional Form [10-D][10-K][8-K] Disclosure:
List of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:
Any inquiries related to this notification should be directed to [ ],
phone number: [ ]; email address: [ ].
[NAME OF PARTY],
as [role]
By: ________________________________
Name:
Title:
S-1
EXHIBIT T
DATA ELEMENTS FOR SERVICER'S CERTIFICATE
--------------------------------------------------------------------------------------------------------------------------
STANDARD FILE LAYOUT - TRUSTEE
--------------------------------------------------------------------------------------------------------------------------
COLUMN NAME DESCRIPTION DECIMAL COMMENT MAX SIZE
--------------------------------------------------------------------------------------------------------------------------
LOAN_NBR A unique identifier assigned to each loan Text up to 10 digits 10
by the originator.
--------------------------------------------------------------------------------------------------------------------------
SER_INVESTOR_NBR A value assigned by the Servicer to define Text up to 10 digits 20
a group of loans.
--------------------------------------------------------------------------------------------------------------------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
--------------------------------------------------------------------------------------------------------------------------
BORR_NEXT _PAY_DUE_DATE The date at the end of processing cycle MM/DD/YYYY 10
that the Borrower's next payment is due to
the Servicer, as reported by Servicer.
--------------------------------------------------------------------------------------------------------------------------
NOTE_INT_RATE The loan interest rate as reported 4 Max length of 6 6
by the Servicer.
--------------------------------------------------------------------------------------------------------------------------
ACTL_END _PRIN_BAL The Borrower's actual principal 2 No commas(,) or dollar signs ($) 11
balance at the end of the
processing cycle.
--------------------------------------------------------------------------------------------------------------------------
SCHED_END_PRIN_BAL The scheduled principal balance 2 No commas(,) or dollar signs ($) 11
due to the investors at the end of
a processing cycle.
--------------------------------------------------------------------------------------------------------------------------
ACTL_BEG _PRIN_BAL The Borrower's actual principal 2 No commas(,) or dollar signs ($) 11
balance at the beginning of the
processing cycle.
--------------------------------------------------------------------------------------------------------------------------
SCHED_BEG_PRIN_BAL The scheduled outstanding 2 No commas(,) or dollar signs ($) 11
principal amount due at the
beginning of the cycle date to be
passed through to the investors.
--------------------------------------------------------------------------------------------------------------------------
SCHED_PAY_AMT The scheduled monthly principal 2 No commas(,) or dollar signs ($) 11
and scheduled interest payment
that a Borrower is expected to
pay; P&I constant.
--------------------------------------------------------------------------------------------------------------------------
SCHED_PRIN_ AMT The scheduled principal amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer for the
current cycle.
--------------------------------------------------------------------------------------------------------------------------
SERV_CURT _AMT_1 The first curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
--------------------------------------------------------------------------------------------------------------------------
SERV_CURT _AMT_2 The second curtailment amount to 2 No commas(,) or dollar signs ($) 11
be applied.
--------------------------------------------------------------------------------------------------------------------------
SERV_CURT _AMT_3 The third curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
--------------------------------------------------------------------------------------------------------------------------
ACTION_CODE The standard FNMA numeric code Action Code Key: 15=Bankruptcy, 2
used to indicate the 30=Foreclosure, 70=REO, 60=PIF,
default/delinquent status of a 63= Substitution, 65=Repurchase;
particular loan.
--------------------------------------------------------------------------------------------------------------------------
PIF_AMT The loan "paid in full" amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
--------------------------------------------------------------------------------------------------------------------------
PIF_DATE The paid in full date as reported MM/DD/YYYY 10
by the Servicer.
--------------------------------------------------------------------------------------------------------------------------
SCHED_GROSS_INTEREST_AMT The amount of interest due on the 2 No commas(,) or dollar signs ($) 11
outstanding scheduled principal
balance in the current cycle.
--------------------------------------------------------------------------------------------------------------------------
LOAN_FEE_AMT The monthly loan fee amount 2 No commas(,) or dollar signs ($) 11
expressed in dollars and cents.
--------------------------------------------------------------------------------------------------------------------------
T-1
--------------------------------------------------------------------------------------------------------------------------
SERV_FEE_RATE The Servicer's fee rate for a loan 4 Max length of 6 6
as reported by the Servicer.
--------------------------------------------------------------------------------------------------------------------------
CR_LOSS_AMT The amount of loss that is 2 No commas(,) or dollar signs ($) 11
classified as a credit.
--------------------------------------------------------------------------------------------------------------------------
FRAUD_LOSS_AMT The amount of loss that is 2 No commas(,) or dollar signs ($) 11
attributable to a fraud claim.
--------------------------------------------------------------------------------------------------------------------------
BANKRUPTCY_LOSS_AMT The amount of loss due to 2 No commas(,) or dollar signs ($) 11
bankruptcy.
--------------------------------------------------------------------------------------------------------------------------
SPH_LOSS_AMT The amount of loss that is 2 No commas(,) or dollar signs ($) 11
classified as a special hazard.
--------------------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ AMT The penalty amount received when a 2 No commas(,) or dollar signs ($) 11
Borrower prepays on his loan as
reported by the Servicer.
--------------------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for 2 No commas(,) or dollar signs ($) 11
the loan waived by the Servicer.
--------------------------------------------------------------------------------------------------------------------------
MOD_DATE The effective payment date of the MM/DD/YYYY 10
modification for the loan.
--------------------------------------------------------------------------------------------------------------------------
MOD_TYPE The modification type. Varchar - value can be alpha or 30
numeric
--------------------------------------------------------------------------------------------------------------------------
T-2
