as Depositor,
EX-4.1
3
file3.htm
POOLING AND SERVICING AGREEMENT
ββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββ
ββββ ββ βββββββ� FUNDING CORPORATION,
as Depositor,
βββββ� FARGO BANK, N.A.,
as Securities Administrator,
CITIMORTGAGE, INC.,
as Master Servicer
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated September 28, 2006
----------
Mortgage Pass-Through Certificates
Series 2006-6
================================================================================
TABLE OF CONTENTS
Page
----
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.................................................................................. 4
Section 1.02 Interest Calculations.......................................................................... 42
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans................................................................... 42
Section 2.02 Acceptance by the Trustee or Custodian of the Mortgage Loans................................... 47
Section 2.03 Representations, Warranties and Covenants of the Master Servicer............................... 51
Section 2.04 Representations and Warranties of the Depositor as to the Mortgage Loans....................... 52
Section 2.05 Designation of Interests in the REMICs......................................................... 53
Section 2.06 Designation of Start-up Day.................................................................... 54
Section 2.07 REMIC Certificate Maturity Date................................................................ 54
Section 2.08 Execution and Delivery of Certificates......................................................... 54
Section 2.09 Establishment of the Trust..................................................................... 54
Section 2.10 Purpose and Powers of the Trust................................................................ 54
ARTICLE III
ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS
Section 3.01 Master Servicing of the Mortgage Loans......................................................... 55
Section 3.02 Monitoring of Servicers........................................................................ 56
Section 3.03 Fidelity Bond; Errors and Omissions Insurance.................................................. 58
Section 3.04 Access to Certain Documentation................................................................ 58
Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims....................................... 58
Section 3.06 Rights of the Depositor, the Securities Administrator and the Trustee in Respect of the
Master Servicer............................................................................. 59
Section 3.07 Trustee to Act as Master Servicer.............................................................. 59
Section 3.08 Servicer Custodial Accounts and Escrow Accounts................................................ 59
Section 3.09 Collection of Mortgage Loan Payments; Master Servicer Custodial Account; Certificate
Account; Reserve Fund; and Yield Maintenance Agreement..................................... 60
Section 3.10 Access to Certain Documentation and Information Regarding the Mortgage Loans................... 64
Section 3.11 Permitted Withdrawals from the Certificate Account and the Master Servicer Custodial Account... 64
Section 3.12 Maintenance of Hazard Insurance and Other Insurance............................................ 65
Section 3.13 Presentment of Claims and Collection of Proceeds............................................... 66
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Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption Agreements...................................... 66
Section 3.15 Realization Upon Defaulted Mortgage Loans; REO Property........................................ 66
Section 3.16 Trustee to Cooperate; Release of Mortgage Files................................................ 68
Section 3.17 Documents, Records and Funds in Possession of the Master Servicer to be Held for the Trustee... 69
Section 3.18 Master Servicer Compensation................................................................... 69
Section 3.19 Advances....................................................................................... 69
Section 3.20 Annual Statement as to Compliance.............................................................. 70
Section 3.21 Assessments of Compliance and Attestation Reports.............................................. 71
Section 3.22 Reports to the Commission...................................................................... 73
ARTICLE IV
MASTER SERVICER'S CERTIFICATE
Section 4.01 Master Servicer's Certificate.................................................................. 80
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS; REMIC
ADMINISTRATION
Section 5.01 Distributions.................................................................................. 80
Section 5.02 Priorities of Distributions.................................................................... 80
Section 5.03 Allocation of Losses........................................................................... 89
Section 5.04 Statements to Certificateholders............................................................... 91
Section 5.05 Tax Returns and Reports to Certificateholders.................................................. 95
Section 5.06 Tax Matters Person............................................................................. 96
Section 5.07 Rights of the Tax Matters Person in Respect of the Securities Administrator.................... 96
Section 5.08 REMIC and Exchangeable Certificate Grantor Trust Related Covenants............................. 97
Section 5.09 Determination of LIBOR......................................................................... 98
Section 5.10 Master Servicer, Securities Administrator and Trustee Indemnification.......................... 99
Section 5.11 Grantor Trust Administration with Respect to the Exchangeable Certificates..................... 100
Section 5.12 Distributions on the Exchangeable Certificates................................................. 100
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates............................................................................... 101
Section 6.02 Registration of Transfer and Exchange of Certificates.......................................... 101
Section 6.03 Transfer of Exchangeable REMIC and Exchangeable Certificates................................... 106
Section 6.04 Exchanges of Exchangeable REMIC and Exchangeable Certificates.................................. 106
Section 6.05 Mutilated, Destroyed, Lost or Stolen Certificates.............................................. 107
Section 6.06 Persons Deemed Owners.......................................................................... 108
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ARTICLE VII
THE DEPOSITOR AND THE MASTER SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Master Servicer................................ 108
Section 7.02 Merger or Consolidation of the Depositor or the Master Servicer................................ 108
Section 7.03 Limitation on Liability of the Depositor, the Master Servicer and Others....................... 109
Section 7.04 Depositor and Master Servicer Not to Resign.................................................... 109
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default.............................................................................. 110
Section 8.02 Remedies of Trustee............................................................................ 112
Section 8.03 Directions by Certificateholders and Duties of Trustee During Event of Default................. 112
Section 8.04 Action upon Certain Failures of the Master Servicer and upon Event of Default.................. 112
Section 8.05 Trustee to Act; Appointment of Successor....................................................... 112
Section 8.06 Notification to Certificateholders............................................................. 115
ARTICLE IX
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01 Duties of Trustee and Securities Administrator................................................. 115
Section 9.02 Certain Matters Affecting the Trustee and the Securities Administrator......................... 117
Section 9.03 Neither Trustee nor Securities Administrator Liable for Certificates or Mortgage Loans......... 118
Section 9.04 Trustee and Securities Administrator May Own Certificates...................................... 120
Section 9.05 Eligibility Requirements for Trustee and the Securities Administrator.......................... 120
Section 9.06 Resignation and Removal of Trustee and the Securities Administrator............................ 121
Section 9.07 Successor Trustee or Securities Administrator.................................................. 122
Section 9.08 Merger or Consolidation of Trustee or Securities Administrator................................. 122
Section 9.09 Appointment of Co-Trustee or Separate Trustee.................................................. 123
Section 9.10 Authenticating Agents.......................................................................... 124
Section 9.11 Securities Administrator's Fees and Expenses and Trustee's Fees and Expenses................... 124
Section 9.12 Appointment of Custodian....................................................................... 125
Section 9.13 Paying Agents.................................................................................. 126
Section 9.14 Limitation of Liability........................................................................ 127
Section 9.15 Trustee or Securities Administrator May Enforce Claims Without Possession of Certificates...... 127
Section 9.16 Suits for Enforcement.......................................................................... 127
Section 9.17 Waiver of Bond Requirement..................................................................... 127
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement...................................... 127
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ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase or Liquidation of All Mortgage Loans................................. 127
Section 10.02 Additional Termination Requirements............................................................ 130
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment...................................................................................... 130
Section 11.02 Recordation of Agreement; Counterparts......................................................... 132
Section 11.03 Limitation on Rights of Certificateholders..................................................... 132
Section 11.04 Governing Law.................................................................................. 133
Section 11.05 Notices........................................................................................ 133
Section 11.06 Severability of Provisions..................................................................... 134
Section 11.07 Certificates Nonassessable and Fully Paid...................................................... 134
Section 11.08 Access to List of Certificateholders........................................................... 134
Section 11.09 Recharacterization............................................................................. 135
Section 11.10 Regulation AB Compliance; Intent of the Parties; Reasonableness................................ 135
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EXHIBITS
Exhibit A-1AR Form of Face of Class 1-A-R Certificate
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-1A3 Form of Face of Class 1-A-3 Certificate
Exhibit A-1A4 Form of Face of Class 1-A-4 Certificate
Exhibit A-1A5 Form of Face of Class 1-A-5 Certificate
Exhibit A-1A6 Form of Face of Class 1-A-6 Certificate
Exhibit A-1A7 Form of Face of Class 1-A-7 Certificate
Exhibit A-1A8 Form of Face of Class 1-A-8 Certificate
Exhibit A-1A9 Form of Face of Class 1-A-9 Certificate
Exhibit A-1A10 Form of Face of Class 1-A-10 Certificate
Exhibit A-1A11 Form of Face of Class 1-A-11 Certificate
Exhibit A-1A12 Form of Face of Class 1-A-12 Certificate
Exhibit A-1A13 Form of Face of Class 1-A-13 Certificate
Exhibit A-1A14 Form of Face of Class 1-A-14 Certificate
Exhibit A-1A15 Form of Face of Class 1-A-15 Certificate
Exhibit A-1A16 Form of Face of Class 1-A-16 Certificate
Exhibit A-1A17 Form of Face of Class 1-A-17 Certificate
Exhibit A-1A18 Form of Face of Class 1-A-18 Certificate
Exhibit A-1A19 Form of Face of Class 1-A-19 Certificate
Exhibit A-1A20 Form of Face of Class 1-A-20 Certificate
Exhibit A-1A21 Form of Face of Class 1-A-21 Certificate
Exhibit A-1A22 Form of Face of Class 1-A-22 Certificate
Exhibit A-1A23 Form of Face of Class 1-A-23 Certificate
Exhibit A-1A24 Form of Face of Class 1-A-24 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-2A3 Form of Face of Class 2-A-3 Certificate
Exhibit A-2A4 Form of Face of Class 2-A-4 Certificate
Exhibit A-3A1 Form of Face of Class 3-A-1 Certificate
Exhibit A-3A2 Form of Face of Class 3-A-2 Certificate
Exhibit A-3A3 Form of Face of Class 3-A-3 Certificate
Exhibit A-3A4 Form of Face of Class 3-A-4 Certificate
Exhibit A-30IO Form of Face of Class 30-IO Certificate
Exhibit A-30PO Form of Face of Class 30-PO Certificate
Exhibit B-M Form of Face of Class M 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
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Exhibit D-3 Loan Group 3 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 Form of ββββββββ-βββββ� Certification
Exhibit N Form of Back-up Certification
Exhibit O Planned Balance Schedules
Exhibit P Class 3-A-1 Yield Maintenance Agreement
Exhibit Q Relevant Servicing Criteria
Exhibit R Additional Form 10-D Disclosure
Exhibit S Additional Form 10-K Disclosure
Exhibit T Form 8-K Disclosure Information
Exhibit U Additional Disclosure Notification
Exhibit V Available Combinations
Exhibit W Form of Request for Exchange of Exchangeable REMIC or
Exchangeable Certificates
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POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated September 28, 2006, is hereby
executed by and among BANC OF AMERICA FUNDING CORPORATION, as depositor
(together with its permitted successors and assigns, the "Depositor"), βββββ�
FARGO BANK, N.A., as securities administrator (together with its permitted
successors and assigns, the "Securities Administrator"), CITIMORTGAGE, INC., as
master servicer (together with its permitted successors and assigns, the "Master
Servicer") and U.S. BANK NATIONAL ASSOCIATION, as trustee (together with its
permitted successors and assigns, the "Trustee").
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Depositor,
the Master Servicer, the Securities Administrator 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. As provided herein, the Securities
Administrator shall make elections to treat the Trust Estate (exclusive of the
Yield Maintenance Agreement, the Reserve Fund and the Exchangeable Certificates
Grantor Trust Account) as three real estate mortgage investment conduits (the
"Upper-Tier REMIC," the "Intermediate Lower-Tier REMIC" and the "Lower-Tier
REMIC," respectively, and each a "REMIC"). The Uncertificated Lower-Tier
Interests will represent the "regular interests" and the Class LR Interest shall
be the "residual interest" in the Lower-Tier REMIC for purposes of the REMIC
Provisions. The Uncertificated Lower-Tier Interests shall constitute the assets
of the Intermediate Lower-Tier REMIC. The Uncertificated Intermediate Lower-Tier
Interests shall constitute the "regular interests" and the Class ILR Interest
shall be the "residual interest" in the Intermediate Lower-Tier REMIC. The
Uncertificated Intermediate Lower-Tier Interests shall constitute the assets of
the Upper-Tier REMIC. The Senior Certificates (other than the Class 1-A-R, Class
30-IO, Class 3-A-1 and Exchangeable Certificates), the Class 3-A-1 Interest, the
Components, the Class M Certificates and the Class B Certificates are referred
to collectively as the "Upper-Tier Regular Interests" and shall constitute
"regular interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions. The Class UR Interest shall be the "residual interest" in the
Upper-Tier REMIC for purposes of the REMIC Provisions. The Class 1-A-R
Certificate shall represent beneficial ownership of the Class LR Interest, the
Class ILR Interest and the Class UR Interest. 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 and the
Components, together with the minimum denominations and integral multiples in
excess thereof in which the Classes of Certificates shall be issuable:
INITIAL CLASS
CERTIFICATE BALANCE, INTEGRAL
MAXIMUM CLASS PASS- MULTIPLES IN
CERTIFICATE BALANCE THROUGH MINIMUM EXCESS OF
CLASSES OR NOTIONAL AMOUNT RATE DENOMINATION MINIMUM
------------ -------------------- ------- ------------ ------------
Class 1-A-R $ 100 6.250% $ 100 N/A
Class 1-A-1 $ 62,329,200 5.750% $ 1,000 $1
Class 1-A-2 $ 80,000,000 6.250% $ 1,000 $1
Class 1-A-3 $ 20,352,800 (1) $ 1,000 $1
Class 1-A-4 $ 20,352,800 (2) $1,000,000 $1
Class 1-A-5 $ 15,000,000 (3) $ 1,000 $1
Class 1-A-6 $ 15,000,000 (4) $1,000,000 $1
Class 1-A-7 $ 21,229,000 6.250% $ 1,000 $1
Class 1-A-8 $ 291,000 6.250% $ 1,000 $1
Class 1-A-9 $ 3,917,000 6.000% $ 1,000 $1
Class 1-A-10 $ 35,256,000 6.000% $ 1,000 $1
Class 1-A-11 $ 1,566,920 6.250% $1,000,000 N/A
Class 1-A-12 $ 86,049,000 5.750% $ 1,000 $1
Class 1-A-13 $ 10,600,000 5.750% $ 1,000 $1
Class 1-A-14 $ 21,834,000 6.000% $ 1,000 $1
Class 1-A-15 $ 499,000 6.250% $ 1,000 $1
Class 1-A-16 $ 19,679,000 6.250% $ 1,000 $1
Class 1-A-17 $ 4,739,320 6.250% $1,000,000 $1
Class 1-A-18 $ 3,585,375 6.000% $1,000,000 $1
Class 1-A-19 $ 441,666 6.000% $ 441,666 N/A
Class 1-A-20 $ 96,649,000 5.750% $ 1,000 $1
Class 1-A-21 $ 96,649,000 6.000% $ 1,000 $1
Class 1-A-22 $ 86,049,000 6.00% $ 1,000 $1
Class 1-A-23 $ 10,600,000 6.000% $ 1,000 $1
Class 1-A-24 $ 39,173,000 6.250% $ 1,000 $1
Class 2-A-1 $194,310,400 6.000% $ 1,000 $1
Class 2-A-2 $ 46,755,600 (5) $ 1,000 $1
Class 2-A-3 $ 48,577,600 (6) $1,000,000 $1
Class 2-A-4 $ 1,822,000 (7) $ 1,000 $1
Class 3-A-1 $ 52,720,000 (8) $ 1,000 $1
Class 3-A-2 $ 52,720,000 (9) $1,000,000 $1
Class 3-A-3 $ 1,833,000 6.000% $ 1,000 $1
Class 3-A-4 $ 16,501,000 6.000% $ 1,000 $1
Class 30-IO $ 12,022,121 (10) $1,000,000 $1
Class 30-PO $ 408,843 (11) $ 25,000 $1
Class M $ 10,057,000 (12) $ 25,000 $1
Class B-1 $ 4,669,000 (12) $ 25,000 $1
Class B-2 $ 4,669,000 (12) $ 25,000 $1
Class B-3 $ 2,874,000 (12) $ 25,000 $1
Class B-4 $ 1,796,000 (12) $ 25,000 $1
Class B-5 $ 1,436,000 (12) $ 25,000 $1
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INITIAL CLASS
CERTIFICATE BALANCE, INTEGRAL
MAXIMUM CLASS PASS- MULTIPLES IN
CERTIFICATE BALANCE THROUGH MINIMUM EXCESS OF
CLASSES OR NOTIONAL AMOUNT RATE DENOMINATION MINIMUM
------------ -------------------- ------- ------------ ------------
Class B-6 $1,437,380 (12) $25,000 $1
INTEGRAL
PASS- MULTIPLES IN
INITIAL COMPONENT THROUGH MINIMUM EXCESS OF
COMPONENTS NOTIONAL AMOUNT RATE DENOMINATION MINIMUM
------------- ----------------- ------- ------------ ------------
Class 1-30-IO $3,161,460 6.000% N/A N/A
Class 2-30-IO $8,002,427 6.000% N/A N/A
Class 3-30-IO $ 858,233 6.000% N/A N/A
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(1) During the initial Interest Accrual Period, interest will accrue on the
Class 1-A-3 Certificates at the rate of 5.700% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 1-A-3
Certificates at a per annum rate equal to (i) 0.370% plus (ii) LIBOR,
subject to a minimum rate of 0.370% and a maximum rate of 7.000%.
(2) During the initial Interest Accrual Period, interest will accrue on the
Class 1-A-4 Certificates at the rate of 1.300% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 1-A-4
Certificates at a per annum rate equal to (i) 6.630% minus (ii) LIBOR,
subject to a minimum rate of 0.000% and a maximum rate of 6.630%.
(3) During the initial Interest Accrual Period, interest will accrue on the
Class 1-A-5 Certificates at the rate of 5.640% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 1-A-5
Certificates at a per annum rate equal to (i) 0.310% plus (ii) LIBOR,
subject to a minimum rate of 0.310% and a maximum rate of 7.310%.
(4) During the initial Interest Accrual Period, interest will accrue on the
Class 1-A-6 Certificates at the rate of 1.670% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 1-A-6
Certificates at a per annum rate equal to (i) 7.000% minus (ii) LIBOR,
subject to a minimum rate of 0.000% and a maximum rate of 7.000%.
(5) During the initial Interest Accrual Period, interest will accrue on the
Class 2-A-2 Certificates at the rate of 5.730% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 2-A-2
Certificates at a per annum rate equal to (i) 0.400% plus (ii) LIBOR,
subject to a minimum rate of 0.400% and a maximum rate of 7.500%.
(6) During the initial Interest Accrual Period, interest will accrue on the
Class 2-A-3 Certificates at the rate of 1.770% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 2-A-3
Certificates at a per annum rate equal to (i) 7.100% minus (ii) LIBOR,
subject to a minimum rate of 0.000% and a maximum rate of 7.100%.
(7) During the initial Interest Accrual Period, interest will accrue on the
Class 2-A-4 Certificates at the rate of 5.730% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 2-A-4
Certificates at a per annum rate equal to (i) 0.400% plus (ii) LIBOR,
subject to a minimum rate of 0.400% and a maximum rate of 7.500%.
(8) During the initial Interest Accrual Period, interest will accrue on the
Class 3-A-1 Certificates at the rate of 5.930% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 3-A-1
Certificates at a per annum rate equal to (i) 0.600% plus (ii) LIBOR,
subject to a minimum rate of 0.600% and a maximum rate of 6.000%.
(9) During the initial Interest Accrual Period, interest will accrue on the
Class 3-A-2 Certificates at the rate of 0.070% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 3-A-2
Certificates at a per annum rate equal to (i) 5.400% minus (ii) LIBOR,
subject to a minimum rate of 0.000% and a maximum rate of 5.400%.
(10) The Class 30-IO Certificates are Interest Only Certificates and will be
deemed for purposes of distributions of interest to consist of three
Components: the Class 1-30-IO, Class 2-30-IO and Class 3-30-IO Components.
The Components of the Class 30-IO Certificates are not severable.
(11) The Class 30-PO Certificates are Principal Only Certificates and will not
be entitled to distributions in respect of interest.
(12) Interest will accrue on the Class M Certificates and Class B Certificates
for each Distribution Date at a per annum rate equal to the weighted
average (based on the Group Subordinate Amount for each Loan Group) of (i)
with respect to Loan Group 1, 6.250%, (ii) with respect to Loan Group 2,
6.300% and (iii) with respect to Loan Group 3, 6.000%.
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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.
Accretion Termination Date: The earlier to occur of (i) the Distribution
Date following the Distribution Date on which the aggregate Class Certificate
Balance of the Class 1-A-2 Certificates has been reduced to zero and (ii) the
Senior Credit Support Depletion Date.
Accrual Distribution Amount: For any Distribution Date and the Class 1-A-15
Certificates prior to the Accretion Termination Date, an amount with respect to
such Class equal to the sum of (i) the amount allocated but not currently
distributable as interest to such Class pursuant to Section 5.02(a)(i) that is
attributable to clause (i) of the definition of "Interest Distribution Amount,"
and (ii) the amount allocated but not currently distributable as interest to
such Class pursuant to Section 5.02(a)(i) that is attributable to clause (ii) of
the definition of "Interest Distribution Amount."
Accrued Certificate Interest: For any Distribution Date and each
interest-bearing Class (other than the Class 30-IO Certificates), one month's
interest accrued during the related Interest Accrual Period at the applicable
Pass-Through Rate on the applicable Class Certificate Balance or Notional
Amount. For any Distribution Date and the Class 30-IO Certificates, the sum of
the Accrued Component Interest for each Class 30-IO Component.
Accrued Component Interest: For any Distribution Date and each IO
Component, one month's interest accrued during the related Interest Accrual
Period at the applicable Pass-Through Rate on the related Notional Amount of the
Class 30-IO Components.
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 U.
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 Master Servicer or the
Securities Administrator 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 of such Loan Group
minus the sum of
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(i) all amounts in respect of principal received in respect of the Mortgage
Loans in such Loan Group (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Principal Prepayments, Liquidation Proceeds
and Substitution Adjustment Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates and (ii)
the principal portion of all Realized Losses (other than Debt Service
Reductions) incurred on the Mortgage Loans in such Loan Group from the Cut-off
Date through the end of the month preceding such Distribution Date.
Adjusted Pool Amount (Non-PO Portion): With respect to any Distribution
Date and any Loan Group, the difference between the Adjusted Pool Amount and the
Adjusted Pool Amount (PO Portion) for such Loan Group.
Adjusted Pool Amount (PO Portion): With respect to any Distribution Date
and any Loan Group, the sum of the amount, calculated as follows, with respect
to each Outstanding Mortgage Loan in such Loan Group: the product of (i) the PO
Percentage for such Mortgage Loan and (ii) the remainder of (A) the Cut-off Date
Principal Balance of such Mortgage Loan minus (B) the sum of (x) all amounts in
respect of principal received in respect of such Mortgage Loan (including,
without limitation, amounts received as Monthly Payments, Periodic Advances,
Principal Prepayments, Liquidation Proceeds and Substitution Adjustment Amounts)
and distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (y) the principal portion of any Realized Loss
(other than a Debt Service Reduction) incurred on such Mortgage Loan from the
Cut-off Date through the end of the month preceding such Distribution Date. The
Adjusted Pool Amount (PO Portion) for Loan Group 1 and Loan Group 3 will be
zero.
Advance: A Periodic Advance or a Servicing Advance.
Advance Date: As to any Distribution Date and each Mortgage Loan, the
Business Day preceding the related Remittance Date.
Aggregate Denomination: As to any Class of Exchangeable REMIC or
Exchangeable Certificates and any date of determination, the aggregate of the
Denominations of the Outstanding Certificates of such Class on such date.
Aggregate Subordinate Percentage: As to any Distribution Date, the
aggregate Class Certificate Balance of the Subordinate Certificates divided by
the aggregate Pool Stated Principal Balance (Non-PO Portion) for all of the Loan
Groups.
Agreement: This Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
Appraised Value: With respect to any Mortgaged Property, either (i) the
lesser of (a) the appraised value determined in an appraisal obtained by the
originator at origination of such Mortgage Loan or, 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
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(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.
BAMCC: Banc of America Mortgage Capital 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 states in which the servicing offices of any Servicer are located, the
state or states in which the master servicing offices of the Master Servicer are
located or the state or states in which the Corporate Trust Offices of the
Trustee and the Securities Administrator are located are required or authorized
by law or executive order to be closed.
Buy-Down Account: The separate Eligible Account or Accounts created and
maintained by a Servicer pursuant to Section 3.08.
Buy-Down Agreement: An agreement governing the application of Buy-Down
Funds with respect to a Buy-Down Mortgage Loan.
Buy-Down Funds: Money advanced by a builder, seller or other interested
party to reduce a Mortgagor's monthly payment during the initial years of a
Buy-Down Mortgage Loan.
Buy-Down Mortgage Loan: Any Mortgage Loan in respect of which, pursuant to
a Buy-Down Agreement, the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
from Buy-Down Funds.
Calculated Principal Distribution: As defined in Section 5.03(d).
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Certificate: Any of the Banc of America Funding Corporation Mortgage
Pass-Through Certificates, Series 2006-6 that are issued pursuant to this
Agreement.
Certificate Account: The Eligible Account created and maintained by the
Securities Administrator pursuant to Section 3.09(b) in the name of the
Securities Administrator, on behalf of the Trustee, for the benefit of the
Certificateholders and designated "βββββ� Fargo Bank, N.A., as Securities
Administrator for U.S. Bank National Association, as Trustee, in trust for
registered holders of Banc of America Funding Corporation Mortgage Pass-Through
Certificates, Series 2006-6." The Certificate Account shall be deemed to consist
of six sub-accounts; one for each Loan Group, a fourth sub-account referred to
herein as the Intermediate Lower-Tier Certificate Sub-Account, a fifth
sub-account referred to herein as the Upper-Tier Certificate Sub-Account and a
sixth sub-account referred to herein as the Exchangeable Certificates Grantor
Trust 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, βββββ� Fargo Bank, N.A.; thereafter any
other Certificate Custodian acceptable to the Depository and selected by the
Securities Administrator.
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 Master 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 neither the
Securities Administrator nor the Trustee shall be responsible for knowing that
any Certificate is registered in the name of an affiliate of the Depositor or
the Master Servicer unless one of its Responsible Officers has actual knowledge
thereof.
Chase: JPMorgan Chase Bank, National Association, in its capacity as a
Servicer under the Chase Servicing Agreement.
Chase Servicing Agreement: Collectively, (i) that certain Mortgage Loan
Purchase, Warranties and Servicing Agreement, dated as of May 1, 2005, as
amended by Amendment No. 1, dated as of January 1, 2006, and as further amended
by the Regulation AB Compliance
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Addendum, dated as of January 1, 2006, each by and among BANA, Chase Home
Finance LLC and Chase, and (ii) the Assignment Assumption and Recognition
Agreement, dated September 28, 2006, by and among BANA, the Depositor, the
Trustee, the Master Servicer, Chase Home Finance LLC and Chase. For the purposes
of Section 2.02, the Chase Servicing Agreement shall refer to the Mortgage Loan
Purchase, Warranties and Servicing Agreement, dated as of January 1, 2005, by
and between Chase Home Finance LLC and BANA, as modified by the Assignment,
Assumption and Recognition Agreement, dated June 30, 2006, among β�.β�. ββββββ
Mortgage Acquisition Corp., BANA, Chase, and Chase Home Finance LLC.
Class: As to the Certificates, the Class 1-A-R, Class 1-A-1, Class 1-A-2,
Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8,
Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class
1-A-14, Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19,
Class 1-A-20, Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class
2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 3-A-1, Class 3-A-2, Class
3-A-3, Class 3-A-4, Class 30-IO, Class 30-PO, Class M, 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-4 Notional Amount: As to any Distribution Date and the Class
1-A-4 Certificates, the Class Certificate Balance of the Class 1-A-3
Certificates on such date.
Class 1-A-6 Notional Amount: As to any Distribution Date and the Class
1-A-6 Certificates, the Class Certificate Balance of the Class 1-A-5
Certificates on such date.
Class 1-A-9 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-9 Certificate with respect to such
Distribution Date prior to any reduction for the Class 1-A-9 Loss Allocation
Amount and (b) the Class 1-A-10 Loss Amount with respect to such Distribution
Date.
Class 1-A-10 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-10 Certificates would be reduced as a
result of the allocation of any reduction pursuant to Section 5.03(b) to such
Class, without regard to the operation of Section 5.03(e).
Class 1-A-11 Notional Amount: As to any Distribution Date and the Class
1-A-11 Certificates, 4.000% of the sum of the Class Certificate Balances of the
Class 1-A-9 and Class 1-A-10 Certificates on such date.
Class 1-A-17 Notional Amount: As to any Distribution Date and the Class
1-A-17 Certificates, 4.000% of the sum of the Class Certificate Balances of the
Class 1-A-12, Class 1-A-13 and Class 1-A-14 Certificates on such date.
Class 1-A-18 Notional Amount: As to any Distribution Date and the Class
1-A-18 Certificates, 4.166666666666667% of the Class Certificate Balance of the
Class 1-A-12 Certificates on such date.
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Class 1-A-19 Notional Amount: As to any Distribution Date and the Class
1-A-19 Certificates, 4.16666037735849% of the Class Certificate Balance of the
Class 1-A-13 Certificates on such date.
Class 1-30-IO Notional Amount: With respect to each Distribution Date and
the Class 1-30-IO Component, an amount equal to the product of (i) the aggregate
Stated Principal Balance of the Group 1 Premium Mortgage Loans as of the Due
Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 1 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 1 Premium Mortgage Loans as of the Due
Date in the month preceding the month of such Distribution Date) minus 6.25% and
(b) the denominator of which is equal to 6.00%.
Class 2-A-3 Notional Amount: As to any Distribution Date and the Class
2-A-3 Certificates, the sum of the Class Certificate Balances of the Class 2-A-2
and Class 2-A-4 Certificates on such date.
Class 2-30-IO Notional Amount: With respect to each Distribution Date and
the Class 2-30-IO Component, an amount equal to the product of (i) the aggregate
Stated Principal Balance of the Group 2 Premium Mortgage Loans as of the Due
Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 2 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 2 Premium Mortgage Loans as of the Due
Date in the month preceding the month of such Distribution Date) minus 6.30% and
(b) the denominator of which is equal to 6.00%.
Class 3-A-1 Interest: The REMIC Regular Interest in the Upper-Tier REMIC
that corresponds to the Class 3-A-1 Certificates.
Class 3-A-2 Notional Amount: As to any Distribution Date and the Class
3-A-2 Certificates, the Class Certificate Balance of the Class 3-A-1
Certificates on such date.
Class 3-A-3 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-3 Certificate with respect to such
Distribution Date prior to any reduction for the Class 3-A-3 Loss Allocation
Amount and (b) the Class 3-A-4 Loss Amount with respect to such Distribution
Date.
Class 3-A-4 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-4 Certificates would be reduced as a result
of the allocation of any reduction pursuant to Section 5.03(b) to such Class,
without regard to the operation of Section 5.03(e).
Class 3-30-IO Notional Amount: With respect to each Distribution Date and
the Class 3-30-IO Component, an amount equal to the product of (i) the aggregate
Stated Principal Balance of the Group 3 Premium Mortgage Loans as of the Due
Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 3 Premium Mortgage Loans (based on
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the Stated Principal Balances of the Group 3 Premium Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date) minus 6.00%
and (b) the denominator of which is equal to 6.00%.
Class 30-IO Notional Amount: With respect to any Distribution Date, an
amount equal to the sum of the Class 1-30-IO Notional Amount, the Class 2-30-IO
Notional Amount, and the Class 3-30-IO Notional Amount for such Distribution
Date.
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 (other
than the Class 1-A-4, Class 1-A-6, Class 1-A-11, Class 1-A-17, Class 1-A-18,
Class 1-A-19, Class 2-A-3, Class 3-A-2, Class 30-IO, Exchangeable REMIC and
Exchangeable Certificates) and any date of determination, and subject to Section
5.03(f), an amount equal to the Initial Class Certificate Balance of such Class
(plus, in the case of the Class 1-A-15 Certificates, any Accrual Distribution
Amounts previously added thereto) or, in the case of a Class of Exchangeable
REMIC or Exchangeable Certificates, the Aggregate Denomination, minus (A) the
sum of (i) all distributions of principal made with respect thereto (including
in the case of a Class of Subordinate Certificates, any principal otherwise
payable to such Class of Subordinate Certificates used to pay any PO Deferred
Amounts), (ii) all reductions in Class Certificate Balance previously allocated
thereto pursuant to Section 5.03(b) and (iii) in the case of the Class 1-A-9 and
Class 3-A-3 Certificates, any reduction allocated thereto pursuant to Section
5.03(d) 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-9 and Class 3-A-3 Certificates, any increase allocated thereto
pursuant to Section 5.03(d). The Class 1-A-4, Class 1-A-6, Class 1-A-11, Class
1-A-17, Class 1-A-18, Class 1-A-19, Class 2-A-3, Class 3-A-2 and Class 30-IO
Certificates are Interest Only Certificates and have no Class Certificate
Balance.
Class Distribution Amount: As to any Distribution Date and each Class of
Exchangeable Certificates, an amount equal to the sum of (i) the Interest
Distribution Amount for such Class and (ii) the Class Principal Distribution
Amount for such Class.
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class (other than the Class 30-IO Certificates), the amount by
which Accrued Certificate Interest for such Class (as reduced pursuant to
Section 5.02(c)) exceeds the amount of interest actually distributed on such
Class (or, in the case of the Class 1-A-15 Certificates prior to the Accretion
Termination Date, the amount included in the Accrual Distribution Amount
pursuant to clause (i) of the definition thereof, but not distributed pursuant
to the proviso in Section 5.02(a)(i)) on such Distribution Date pursuant to
clause (i) of the definition of "Interest Distribution Amount." For any
Distribution Date and the Class 30-IO Certificates, the sum of the Component
Interest Shortfalls for the Class 30-IO Components.
Class Principal Distribution Amount: As to any Distribution Date and each
Class of Exchangeable Certificates, an amount as to principal equal to (i) the
distributions of principal made in respect of the Related Class of Exchangeable
REMIC Certificates pursuant to Section 5.02(b) multiplied by (ii) a fraction,
the numerator of which is the Aggregate Denomination of
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such Class of Exchangeable Certificates and the denominator of which is the
Maximum Initial Class Certificate Balance of such Class of Exchangeable
Certificates.
Class Unpaid Interest Shortfall: As to any Distribution Date and each
interest-bearing Class (other than the Class 30-IO Certificates), the amount by
which the aggregate Class Interest Shortfalls for such Class on prior
Distribution Dates exceeds the amount of interest actually distributed on such
Class (or, in the case of the Class 1-A-15 Certificates prior to the Accretion
Termination Date, the amount included in the Accrual Distribution Amount
pursuant to clause (ii) of the definition thereof, but not distributed pursuant
to the proviso in Section 5.02(a)(i)) on such prior Distribution Dates pursuant
to clause (ii) of the definition of "Interest Distribution Amount." As to any
Distribution Date and the Class 30-IO Certificates, the sum of the Component
Unpaid Interest Shortfalls for the Class 30-IO Components.
Closing Date: September 28, 2006.
Code: The Internal Revenue Code of 1986, as amended.
Combination: Any Exchangeable Combination or Exchangeable REMIC
Combination.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date and Servicer,
an amount equal to the lesser of (a) the aggregate Servicing Fee payable to such
Servicer for the Mortgage Loans serviced by such Servicer as of the Due Date of
the month preceding the month of such Distribution Date and (b) the aggregate of
the Prepayment Interest Shortfalls on the Mortgage Loans serviced by such
Servicer resulting from Principal Prepayments on such Mortgage Loans during the
calendar month preceding the month of such Distribution Date.
Compliance Statement: As defined in Section 3.20.
Component: Any of the IO Components.
Component Interest Distribution Amount: For any Distribution Date and any
IO Component, the sum of (i) the Accrued Component Interest for such Component
and (ii) any Component Unpaid Interest Shortfall for such Component.
Component Interest Shortfall: For any Distribution Date and any IO
Component, the amount by which Accrued Component Interest for such Component
exceeds the amount of interest actually distributed on such Component on such
Distribution Date pursuant to clause (i) of the definition of "Component
Interest Distribution Amount."
Component Notional Amount: As of any Distribution Date, any of the Class
1-30-IO Notional Amount, Class 2-30-IO Notional Amount or Class 3-30-IO Notional
Amount, as applicable.
Component Unpaid Interest Shortfall: As to any Distribution Date and any IO
Component, the amount by which the aggregate Component Interest Shortfall for
such Component on prior Distribution Dates exceeds the amount of interest
actually distributed on
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such Component on such prior Distribution Dates pursuant to clause (ii) of the
definition of "Component Interest Distribution Amount."
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 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: With respect to the Trustee, the office of the
Trustee, which office at the date of the execution of this instrument is located
at βββ� βββββ� βββββββ� ββββββ, βββββ� βββ�, βββββββ�, ββββββββ βββββ�, Attention:
Corporate Trust Services, BAFC, Series 2006-6, or at such other address as the
Trustee may designate from time to time by notice to the Certificateholders, the
Depositor, the Securities Administrator and the Master Servicer. With respect to
the Securities Administrator, the principal corporate trust office of the
Securities Administrator 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 ββββ βββ� βββββββββ� ββββ,
ββββββββ, ββββββββ βββββ�-ββββ, Attention: Corporate Trust Services - BAFC
2006-6, and for certificate transfer purposes is located at βββββ� ββββββ βββ�
βββββββββ� ββββββ, βββββββββββ�, βββββββββ� βββββ�, Attention: Corporate Trust
Services - BAFC 2006-6, or at such other address as the Securities Administrator
may designate from time to time by notice to the Certificateholders, the
Depositor, the Trustee and the Master Servicer.
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Corresponding Upper-Tier Class, Classes or Component: As to the following
Uncertificated Intermediate Lower-Tier Interests, the Corresponding Upper-Tier
Class, Classes or Component, as follows:
UNCERTIFICATED CORRESPONDING UPPER-TIER
INTERMEDIATE LOWER-TIER INTEREST CLASS, CLASSES OR COMPONENT
-------------------------------- ---------------------------------------------
Class 1-A-IT1 Interest Class 1-A-1
Class 1-A-IT2 Interest Class 1-A-2, Class 1-A-7, Class 1-A-8, Class
1-A-15 and Class 1-A-16
Class 1-A-IT3 Interest Class 1-A-3 and Class 1-A-4
Class 1-A-IT4 Interest Class 1-A-5 and Class 1-A-6
Class 1-A-IT5 Interest Class 1-A-9, Class 1-A-10 and Class 1-A-11
Class 1-A-IT6 Interest Class 1-A-12 and Class 1-A-18
Class 1-A-IT7 Interest Class 1-A-13 and Class 1-A-19
Class 1-A-IT8 Interest Class 1-A-12, Class 1-A-13, Class 1-A-14 and
Class 1-A-17
Class 1-A-ITR Interest Class 1-A-R
Class 1-ITIO Interest Class 1-30-IO Component
Class 2-A-IT1 Interest Class 2-A-1
Class 2-A-IT2 Interest Class 2-A-2, Class 2-A-3 and Class 2-A-4
Class 2-ITIO Interest Class 2-30-IO Component
Class 2-ITPO Interest Class 30-PO
Class 3-A-IT1 Interest Class 3-A-1 and Class 3-A-2
Class 3-A-IT2 Interest Class 3-A-3 and Class 3-A-4
Class 3-ITIO Interest Class 3-30-IO Component
Class M-IT1 Interest Class M
Class B-IT1 Interest Class B-1
Class B-IT2 Interest Class B-2
Class B-IT3 Interest Class B-3
Class B-IT4 Interest Class B-4
Class B-IT5 Interest Class B-5
Class B-IT6 Interest Class B-6
Counterparty: Bank of America, National Association.
Custodian: Initially, the Trustee and thereafter any custodian appointed by
the Trustee pursuant to Section 9.12. A 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. None of the Master Servicer, any
Servicer or the Depositor, or 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 (i) any Servicer,
procedures (including collection procedures) that a Servicer customarily employs
and exercises in servicing and administering mortgage loans for its own account
and which are in accordance with accepted
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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 and (ii) the Master Servicer, those
master servicing procedures that constitute customary and usual standards of
practice of prudent mortgage loan master servicers.
Cut-off Date: September 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 $391,725,850.20 for Loan Group 1, $252,776,825.84 for Loan Group 2 and
$73,822,648.09 for Loan Group 3.
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 of such Mortgage
Loan 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
applicable Servicer, the Master 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 applicable Servicer
is pursuing an appeal of the court order giving rise to any such modification
and (b)(1) such Mortgage Loan is not in default with respect to payments due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the applicable
Servicer, the Master Servicer or the Trustee, as applicable, in accordance with
the terms of such Mortgage Loan as in effect on the Cut-off Date.
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Definitive Certificates: As defined in Section 6.02(c)(iii).
Denomination: The amount, if any, specified on the face of each Certificate
(other than an Interest Only Certificate) representing the principal portion of
the Initial Class Certificate Balance or Maximum Initial Class Certificate
Balance evidenced by such Certificate. As to any Interest Only Certificate, the
amount specified on the face of each such Certificate representing the portion
of the Initial Notional Amount or Maximum Initial Notional Amount evidenced by
such Certificate.
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 and for each
Servicer, as defined in the applicable Servicing Agreement.
Discount Mortgage Loan: Any Group 2 Discount Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date less than 6.300%.
Distribution Date: The 25th day of each month beginning in October 2006
(or, if such day is not a Business Day, the next Business Day).
Document Transfer Event: The 60th day following the day on which either (i)
βββββ� Fargo Bank is no longer the Servicer of any of the Mortgage Loans
purchased by the Sponsor from βββββ� Fargo Bank, N.A. or (ii) the senior,
unsecured long-term debt rating of βββββ� Fargo & Company is less than "BBB-" by
Fitch.
Due Date: As to any Distribution Date and each Mortgage Loan, the first day
in the calendar month of such Distribution Date.
βββββ�: 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
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Trustee, the Securities Administrator 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, the Securities
Administrator and the Master Servicer), 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, the Securities Administrator, the Master Servicer
or BANA.
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 and any Certificate that no longer meets the
applicable rating requirements of an Underwriter's Exemption.
Escrow Account: As defined in Section 3.08.
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 applicable
Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan
pursuant to Section 3.11(a)(iv), 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.
Exchangeable Certificates: The Class 1-A-20, Class 1-A-21, Class 1-A-22,
Class 1-A-23 and Class 1-A-24 Certificates.
Exchangeable Certificates Grantor Trust: That portion of the Trust
exclusive of the REMICs consisting of any interests in the Exchangeable REMIC
Certificates beneficially owned in the form of the Exchangeable Certificates and
rights with respect thereto.
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Exchangeable Certificates Grantor Trust Account: The sub-account of the
Certificate Account designated by the Securities Administrator pursuant to
Section 5.11.
Exchangeable Combination: Any of the Exchangeable Combination 1,
Exchangeable Combination 2, Exchangeable Combination 3, Exchangeable Combination
4 and Exchangeable Combination 5, as applicable.
Exchangeable Combination 1: The Class 1-A-24 Certificates.
Exchangeable Combination 2: The Class 1-A-22 Certificates.
Exchangeable Combination 3: The Class 1-A-23 Certificates.
Exchangeable Combination 4: The Class 1-A-20 Certificates.
Exchangeable Combination 5: The Class 1-A-21 Certificates.
Exchangeable REMIC Certificates: Any of the Class 1-A-9, Class 1-A-10,
Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-18 or Class 1-A-19
Certificates.
Exchangeable REMIC Combination: Any of the Exchangeable REMIC Combination
1, Exchangeable REMIC Combination 2, Exchangeable REMIC Combination 3,
Exchangeable REMIC Combination 4 and Exchangeable REMIC Combination 5, as
applicable.
Exchangeable REMIC Combination 1: The Class 1-A-9, Class 1-A-10 and Class
1-A-11 Certificates.
Exchangeable REMIC Combination 2: The Class 1-A-12 and Class 1-A-18
Certificates.
Exchangeable REMIC Combination 3: The Class 1-A-13 and Class 1-A-19
Certificates.
Exchangeable REMIC Combination 4: The Class 1-A-12 and Class 1-A-13
Certificates.
Exchangeable REMIC Combination 5: The Class 1-A-12, Class 1-A-13, Class
1-A-18 and Class 1-A-19 Certificates.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
10.01.
Financial Market Service: Bloomberg LP, Intex Solutions, Inc. and any other
financial information provider designated by the Depositor by written notice to
the Securities Administrator.
FIRREA: The Financial Institutions Reform, Recovery and Enforcement Act of
1989, as amended.
Fitch: Fitch Ratings, or any successor thereto.
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Form 8-K Disclosure Information: As defined in Section 3.22(d).
Fractional Interest: As defined in Section 5.02(d).
Group: Any of Group 1, Group 2 or Group 3.
Group 1: The Group 1 Senior Certificates and the Class 1-30-IO Component.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1 hereto.
Group 1 Premium Mortgage Loan: Any Group 1 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is greater than or equal to
6.250% per annum. All of the Group 1 Mortgage Loans are Group 1 Premium Mortgage
Loans.
Group 1 Priority Amount: For any Distribution Date will equal the lesser of
(i) the aggregate Maximum Initial Class Certificate Balance (reduced by
distributions of principal made prior to such Distribution Date) of the Class
1-A-9 and Class 1-A-10 Certificates for such Distribution Date and (ii) the
product for such Distribution Date of (a) the Shift Percentage, (b) the Group 1
Priority Percentage and (c) the Non-PO Principal Amount for Loan Group 1.
Group 1 Priority Percentage: For any Distribution Date will equal (i) the
aggregate Maximum Initial Class Certificate Balance (reduced by distributions of
principal made prior to such Distribution Date) of the Class 1-A-9 and Class
1-A-10 Certificates for such Distribution Date divided by (ii) the Pool Stated
Principal Balance (Non-PO Portion) of Loan Group 1.
Group 1 Senior Certificates: The Class 1-A-R, Class 1-A-1, Class 1-A-2,
Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8,
Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class
1-A-14, Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19,
Class 1-A-20, Class 1-A-21, Class 1-A-22, Class 1-A-23 and Class 1-A-24
Certificates.
Group 2: The Group 2 Senior Certificates and the Class 2-30-IO Component.
Group 2 Discount Mortgage Loan: Any Group 2 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 6.300% per
annum.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2 hereto.
Group 2 Premium Mortgage Loan: Any Group 2 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is greater than or equal to
6.300% per annum.
Group 2 Senior Certificates: The Class 2-A-1, Class 2-A-2, Class 2-A-3,
Class 2-A-4 and Class 30-PO Certificates.
Group 2 Senior Non-PO Certificates: The Class 2-A-1, Class 2-A-2, Class
2-A-3 and Class 2-A-4 Certificates.
Group 3: The Group 3 Senior Certificates and the Class 3-30-IO Component.
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Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3 hereto.
Group 3 Premium Mortgage Loan: Any Group 3 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is greater than or equal to
6.000% per annum. All of the Group 3 Mortgage Loans are Group 3 Premium Mortgage
Loans.
Group 3 Priority Amount: For any Distribution Date will equal the lesser of
(i) the aggregate Class Certificate Balance of the Class 3-A-3 and Class 3-A-4
Certificates for such Distribution Date and (ii) the product for such
Distribution Date of (a) the Shift Percentage, (b) the Group 3 Priority
Percentage and (c) the Non-PO Principal Amount for Loan Group 3.
Group 3 Priority Percentage: For any Distribution Date will equal (i) the
aggregate Class Certificate Balance of the Class 3-A-3 and Class 3-A-4
Certificates for such Distribution Date divided by (ii) the Pool Stated
Principal Balance (Non-PO Portion) of Loan Group 3 immediately prior to such
Distribution Date.
Group 3 Senior Certificates: The Class 3-A-1, Class 3-A-2, Class 3-A-3 and
Class 3-A-4 Certificates.
Group Subordinate Amount: With respect to any Distribution Date and any
Loan Group, the excess of the Pool Stated Principal Balance (Non-PO Portion) for
such Loan Group over the aggregate Class Certificate Balance of the Senior
Non-PO Certificates of the Related Group immediately prior to such date.
Holder: A Certificateholder.
Independent: When used with respect to any specified Person means such a
Person who (i) is in fact independent of the Depositor, the Trustee, the
Securities Administrator, the Master Servicer and the Servicers, (ii) does not
have any direct financial interest or any material indirect financial interest
in the Depositor, the Trustee, the Securities Administrator, the Master Servicer
or the Servicers or in an affiliate of any of them, and (iii) is not connected
with the Depositor, the Trustee, the Securities Administrator, the Master
Servicer or the Servicers 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.
Initial Class Certificate Balance: As to each Class of Certificates (other
than the Class 1-A-4, Class 1-A-6, Class 1-A-17, Class 2-A-3, Class 3-A-2, Class
30-IO, Exchangeable and Exchangeable REMIC Certificates), the Class Certificate
Balance set forth in the Preliminary Statement. The Class 1-A-4, Class 1-A-6,
Class 1-A-11, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 2-A-3, Class 3-A-2
and Class 30-IO Certificates are Interest Only Certificates and have no Initial
Class Certificate Balance.
Initial Component Notional Amount: As to each IO Component, the Component
Notional Amount set forth in the Preliminary Statement.
Initial Notional Amount: For the Class 30-IO Certificates, the sum of the
Initial Component Notional Amounts for the Class 1-30-IO, Class 2-30-IO and
Class 3-30-IO
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Components. For the Class 1-A-4, Class 1-A-6, Class 1-A-17, Class 2-A-3 and
Class 3-A-2 Certificates, the respective Notional Amounts set forth in the
Preliminary Statement.
Insurance Policy: With respect to any Mortgage Loan included in the Trust
Estate, any Primary Mortgage Insurance Policy or any other insurance policy
(including any policy covering any Mortgage Loan or Mortgaged Property,
including without limitation, any hazard insurance policy required pursuant to
Section 3.12, any title insurance policy described in Section 2.01 and any
Federal Housing Administration insurance policies and Department of Veterans
Affairs insurance policies), 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
interest-bearing Certificates (other than the LIBOR Certificates and the Class
30-IO Certificates) and each IO Component, the period from and including the
first day of the calendar month preceding the calendar month of such
Distribution Date to but not including the first day of the calendar month of
such Distribution Date. As to any Distribution Date and the LIBOR Certificates,
the period from and including the 25th day of the calendar month preceding the
calendar month in which such Distribution Date occurs and ending on the 24th day
of the calendar month in which such Distribution Date occurs.
Interest Distribution Amount: For any Distribution Date (to the extent of
the applicable Pool Distribution Amount) and each Class of interest-bearing
Certificates (other than the Class 30-IO Certificates), the sum of (i) the
Accrued Certificate Interest, subject to reduction pursuant to Section 5.02(c)
and (ii) any Class Unpaid Interest Shortfall for such Class. For any
Distribution Date and the Class 30-IO Certificates, the sum of the Component
Interest Distribution Amounts for the IO Components.
Interest Only Certificates: Any Class of Certificates entitled to
distributions of interest, but no distributions of principal. The Class 1-A-4,
Class 1-A-6, Class 1-A-11, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class
2-A-3, Class 3-A-2 and Class 30-IO Certificates are the only Classes of Interest
Only Certificates.
Intermediate Lower-Tier Certificate Sub-Account: The sub-account of the
Certificate Account designated by the Securities Administrator pursuant to
Section 3.09(i).
Intermediate Lower-Tier Distribution Amount: As defined in Section 5.02(a).
Intermediate Lower-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Lower-Tier Interests and such
amounts as shall from time to time be deemed held in the Intermediate Lower-Tier
Certificate Sub-Account.
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IO Component: Any of the Class 1-30-IO Component, the Class 2-30-IO
Component and the Class 3-30-IO Component.
LIBOR: As to any Distribution Date, the arithmetic mean of the London
Interbank Offered Rate quotations for one-month U.S. Dollar deposits, as
determined by the Securities Administrator in accordance with Section 5.09.
LIBOR Business Day: Any Business Day on which banks are open for dealing in
foreign currency and exchange in London, England and the City of New York.
LIBOR Certificates: Any of the Class 1-A-3, Class 1-A-4, Class 1-A-5, Class
1-A-6, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 3-A-1 and Class 3-A-2
Certificates.
Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
calendar month preceding the month of such Distribution Date and as to which the
applicable Servicer has certified (in accordance with the applicable Servicing
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 or Loan Group 3.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan-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.
Losses: As defined in Section 5.10.
Lower-Tier Distribution Amount: As defined in Section 5.02(a).
Lower-Tier REMIC: As defined in the Preliminary Statement, the assets of
which consist of the Mortgage Loans, such amounts as shall from time to time be
held in the Certificate Account (other than amounts held in respect of the
Intermediate Lower-Tier Certificate Sub-Account, the Upper-Tier Certificate
Sub-Account or the Exchangeable Certificates Grantor Trust
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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 Intermediate Lower-Tier
REMIC.
Master Servicer: CitiMortgage, Inc., and its successors-in-interest and, if
a successor master servicer is appointed hereunder, such successor, as master
servicer.
Master Servicer Custodial Account: The Eligible Account created and
maintained by the Master Servicer pursuant to Section 3.09 in the name of the
Master Servicer for the benefit of the Certificateholders and designated
"CitiMortgage, Inc., as Master Servicer, in trust for the registered holders of
Banc of America Funding Corporation Mortgage Pass-Through Certificates, Series
2006-6."
Master 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 Master
Servicer Custodial Account.
Master Servicer's Certificate: The monthly report required by Section 4.01.
Master Servicing Officer: Any officer of the Master Servicer involved in,
or responsible for, the administration and master servicing of the Mortgage
Loans whose name appears on a list of servicing officers furnished to the
Securities Administrator and the Trustee by the Master Servicer, as such list
may from time to time be amended.
Master Servicing Transfer Costs: All reasonable costs and expenses
(including attorney's fees) incurred by the Trustee or a successor master
servicer in connection with the transfer of master servicing or servicing from a
predecessor master servicer, including, without limitation, any costs or
expenses associated with the complete transfer of all master servicing data or
servicing data and the completion, correction or manipulation of such master
servicing data or servicing data as may be required by the Trustee or successor
master servicer to correct any errors or insufficiencies in the master servicing
data or servicing data or otherwise to enable the Trustee or a successor master
servicer to master service or service, as the case may be, the applicable
Mortgage Loans properly and effectively.
Maximum Initial Class Certificate Balance: As to each Class of Exchangeable
REMIC or Exchangeable Certificates (other than the Class 1-A-11, Class 1-A-18
and Class 1-A-19 Certificates), the Class Certificate Balance set forth in the
Preliminary Statement. The Class 1-A-11, Class 1-A-18 and Class 1-A-19
Certificates are Interest Only Certificates and have no Maximum Initial Class
Certificate Balance.
Maximum Initial Notional Amount: As to each Class of Exchangeable REMIC
Certificates that are Interest Only Certificates, the Notional Amount set forth
in the Preliminary Statement.
MERS: As defined in Section 2.01(b)(iii).
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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).
Moody's: βββββ�'β� Investors Service, Inc., or any successor thereto.
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on a Mortgaged Property securing a Mortgage Note or creating a first lien
on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan 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 in accordance with the terms of the related Mortgage Note.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement,
dated September 28, 2006, between BANA, as seller, and the Depositor, as
purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Master 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 β�-β�, βββββββ�
β�-β� and Exhibit D-3 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; (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) a code indicating the initial Servicer; (xvi) the
Appraised Value; (xvii) the closing date of the Mortgage Loan; and (xviii) a
code indicating whether the Mortgage Loan has a prepayment premium. With respect
to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule shall set
forth the following information, as of the Cut-off Date: (i) the number of
Mortgage Loans; (ii) the current aggregate outstanding principal balance of the
Mortgage Loans; (iii) the weighted average Mortgage Interest Rate of the
Mortgage Loans; and (iv) the weighted average months to maturity of the Mortgage
Loans.
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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
calendar month preceding the month of such Distribution Date reduced by the
Servicing Fee Rate for such Mortgage Loan.
Non-PO Percentage: As to any Discount Mortgage Loan, a fraction (expressed
as a percentage), the numerator of which is the Net Mortgage Interest Rate as of
the Cut-off Date of such Discount Mortgage Loan and the denominator of which is
6.300% for each Group 2 Discount Mortgage Loan. As to any Mortgage Loan that is
not a Discount Mortgage Loan, 100%.
Non-PO Principal Amount: As to any Distribution Date and any Loan Group,
the sum of (i) the sum of the applicable Non-PO Percentage of (a) the principal
portion of each Monthly Payment due on each Mortgage Loan in such Loan Group on
the related Due Date (net of unreimbursed Advances and other amounts as to which
the related Servicer is entitled to be reimbursed pursuant to the applicable
Servicing Agreement), (b) the Stated Principal Balance, as of the date of
repurchase, of (i) each Mortgage Loan in such Loan Group that was repurchased by
a Servicer pursuant to the applicable Servicing Agreement as of such
Distribution Date, (ii) each Mortgage Loan in such Loan Group repurchased by the
Sponsor pursuant to the Mortgage Loan Purchase Agreement or a Purchase
Obligation as of such Distribution Date, (iii) each Mortgage Loan in such Loan
Group repurchased by the Depositor pursuant to Section 2.04 or (iv) each
Mortgage Loan in such Loan Group purchased by the Master Servicer pursuant to
Section 10.01, (c) any Substitution Adjustment Amount (net of unreimbursed
Advances and other amounts as to which the related Servicer is entitled to be
reimbursed pursuant to the applicable Servicing Agreement) in connection with a
Defective Mortgage Loan in such Loan Group received during the calendar month
preceding the month of such Distribution Date, (d) any Liquidation Proceeds net
of unreimbursed Advances and other amounts as to which the related servicer is
entitled to be reimbursed pursuant to the applicable Servicing Agreement
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 calendar
month preceding the month of such Distribution Date, (e) with respect to each
Mortgage Loan in such Loan Group that became a Liquidated Mortgage Loan during
the calendar month preceding the month of such Distribution Date, the amount of
Liquidation Proceeds (excluding Excess
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Proceeds) allocable to principal received by a Servicer with respect to such
Mortgage Loan during such period and (f) with respect to each Mortgage Loan, all
Principal Prepayments other than Payahead Amounts on the Mortgage Loans in such
Loan Group received by a Servicer during the calendar month preceding the month
of such Distribution Date; and (ii) the Non-PO Recovery with respect to such
Loan Group for such Distribution Date.
Non-PO Recovery: As to any Distribution Date and Loan Group, the amount of
all Recoveries received with respect to such Loan Group during the calendar
month preceding the month of such Distribution Date less the PO Recovery with
respect to such Loan Group for such Distribution Date
Non-Supported Interest Shortfalls: As to any Distribution Date, the amount,
if any, by which the aggregate of Prepayment Interest Shortfalls exceeds the
aggregate 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 applicable 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.
Notional Amount: With respect to (a) the Class 1-A-4 Certificates and any
date of determination, the Class 1-A-4 Notional Amount, (b) the Class 1-A-6
Certificates and any date of determination, the Class 1-A-6 Notional Amount, (c)
the Class 1-A-11 Certificates and any date of determination, the Class β�-β�-ββ
ββββββββ ββββββ, (β�) the Class 1-A-17 Certificates and any date of
determination, the Class 1-A-17 Notional Amount, (e) the Class 1-A-18
Certificates and any date of determination, the Class 1-A-18 Notional Amount,
(f) the Class 1-A-19 Certificates and any date of determination, the Class
1-A-19 Notional Amount, (g) the Class 2-A-3 Certificates and any date of
determination, the Class 2-A-3 Notional Amount, (h) the Class 3-A-2 Certificates
and any date of determination, the Class 3-A-2 Notional Amount and (i) the Class
30-IO Certificates and any date of determination, the Class 30-IO Notional
Amount.
NYCEMA: A New York Consolidation, Extension and Modification Agreement.
Offered Certificates: The Senior, Class B-1, Class B-2, Class B-3 and Class
M 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 Master Servicer, as
the case may be, and delivered to the Trustee or the Securities Administrator,
as required in this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee
if such opinion is delivered to the Trustee, or acceptable to the Securities
Administrator if such opinion is delivered to the Securities Administrator, who
may be counsel for the Depositor or the Master
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Servicer, except that any opinion of counsel relating to the qualification of
the Trust Estate as three 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 M 2.35%
Class B-1 1.70%
Class B-2 1.05%
Class B-3 0.65%
Class B-4 0.40%
Class B-5 0.20%
Class B-6 0.00%
Original Subordinate Certificate Balance: $26,938,380.
OTS: The Office of Thrift Supervision.
Outstanding Certificate: Any Outstanding Exchangeable Certificate or
Outstanding Exchangeable REMIC Certificate.
Outstanding Exchangeable Certificate: Any Exchangeable Certificate issued
hereunder; provided, however, that upon the exchange of any Exchangeable
Certificate pursuant to Section 6.04 hereof, the Exchangeable Certificate so
exchanged shall be deemed no longer to be an Outstanding Exchangeable
Certificate, and each Exchangeable REMIC Certificate issued in exchange therefor
shall be deemed to be an Outstanding Exchangeable REMIC Certificate.
Outstanding Exchangeable REMIC Certificate: Any Exchangeable REMIC
Certificate issued hereunder; provided, however, that upon the exchange of any
Exchangeable REMIC Certificate pursuant to Section 6.04 hereof, the Exchangeable
REMIC Certificate so exchanged shall be deemed no longer to be an Outstanding
Exchangeable REMIC Certificate, and each Exchangeable Certificate issued in
exchange therefor shall be deemed to be an Outstanding Exchangeable Certificate.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which was
not the subject of a Principal Prepayment in Full, 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.
PAC Certificates: The Class 1-A-12, Class 1-A-13, Class 1-A-14, Class
1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20, Class 1-A-21, Class 1-A-22 and
Class 1-A-23 Certificates.
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PAC Principal Amount: As to any Distribution Date, the amount, if any, that
would reduce the aggregate Class Certificate Balance of the PAC Certificates to
the applicable balance shown in the table set forth in Exhibit O with respect to
such Distribution Date.
Pass-Through Rate: As to each Class of interest-bearing Certificates, each
interest-bearing Component and the Class 3-A-1 Interest, the per annum rate set
forth or described in the Preliminary Statement.
Payahead Amount: As to any Distribution Date and Mortgage Loan, early
prepayments of scheduled installments of principal and interest made by a
Mortgagor during the calendar month preceding the month of such Distribution
Date that are intended by such Mortgagor to be applied on subsequent Due Dates.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate (other than a Class of
Exchangeable REMIC or Exchangeable Certificates), the percentage obtained by
dividing the initial Certificate Balance of such Certificate (or the initial
notional amount for the Class 1-A-4, Class 1-A-6, Class 1-A-11, Class 1-A-17,
Class 1-A-18, Class 1-A-19, Class 2-A-3, Class 3-A-2 and Class 30-IO
Certificates) by the Initial Class Certificate Balance or Initial Notional
Amount, as applicable, of the Class of which such Certificate is a part. As to
any Exchangeable REMIC or Exchangeable Certificate, the percentage obtained by
dividing the current Certificate Balance of such Certificate (or current
notional amount for the Class 1-A-11, Class 1-A-18 and Class 1-A-19
Certificates) by the current Class Certificate Balance or current Notional
Amount, as applicable, of the Class of which such Certificate is a part.
Periodic Advance: With respect to each Servicer, shall have the meaning
given to term "Monthly Advance" in the applicable Servicing Agreement.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the
United States, βββββββ� Mac, ββββββ βββ� 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 βββββββ� Mac
or ββββββ βββ� 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 "P1" by βββββ�'β�, "F1" by Fitch and "A-1+" by
S & P;
(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
-27-
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 "P1" by βββββ�'β�, "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 "P1" by βββββ�'β�, "F1" by
Fitch and "A-1+" by S & P;
(v) investments in money market funds (including funds of the Master
Servicer, the Securities Administrator, the Trustee or their affiliates, or
funds for which an affiliate of the Master Servicer, the Securities
Administrator or the Trustee acts as advisor, as well as funds for which
the Master Servicer, the Securities Administrator, the Trustee and their
affiliates may receive compensation) rated "Aaa" by βββββ�'β�, "AAA" by Fitch
(if rated by Fitch) and "AAAm G" by S&P or otherwise approved in writing by
each Rating Agency; and
(vi) other obligations or securities that are acceptable to each
Rating Agency and, as evidenced by an Opinion of Counsel obtained by the
Master Servicer, Securities Administrator 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 Depositor 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).
PO Deferred Amount: As to any Distribution Date and the Class 30-PO
Certificates, the sum of the amounts by which the Class Certificate Balance of
the Class 30-PO Certificates will be reduced on such Distribution Date or has
been reduced on prior Distribution Dates as a result of Section 5.03(b) less the
sum of (a) the PO Recoveries for prior Distribution Dates and (b) the amounts
distributed to the Class 30-PO Certificates pursuant to Section 5.02(a)(iii) on
prior Distribution Dates.
PO Percentage: As to any Discount Mortgage Loan, 100% minus the Non-PO
Percentage for such Mortgage Loan. As to any Mortgage Loan that is not a
Discount Mortgage Loan, 0%.
PO Principal Amount: As to any Distribution Date and any Loan Group, (i)
the sum of the applicable PO Percentage of (a) the principal portion of each
Monthly Payment (net of unreimbursed Advances and other amounts as to which the
related Servicer is entitled to be reimbursed pursuant to the applicable
Servicing Agreement) 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)
each Mortgage Loan in such Loan Group that was repurchased by a Servicer
pursuant to the applicable Servicing Agreement as of such Distribution Date,
(ii) each Mortgage Loan in such Loan Group repurchased by the Sponsor pursuant
to the Mortgage Loan Purchase Agreement or a Purchase Obligation as of such
Distribution Date, (iii) each Mortgage Loan in such Loan Group repurchased by
the Depositor pursuant to Section 2.04, or (iv) each Mortgage Loan in each Loan
Group purchased by the Master Servicer pursuant to Section 10.01; (c) any
Substitution Adjustment Amount (net of unreimbursed Advances and other amounts
as to which the related Servicer is entitled to be reimbursed pursuant to the
applicable Servicing Agreement)in connection with any Defective Mortgage Loan in
such Loan Group received with respect to such Distribution Date; (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans in
such Loan Group that are not yet Liquidated Mortgage Loans received by a
Servicer during the calendar month preceding the month of such Distribution
Date; (e) with respect to each Mortgage Loan in such Loan Group that became a
Liquidated Mortgage Loan during the calendar month preceding the month of such
Distribution Date, the amount of Liquidation Proceeds (excluding Excess
Proceeds) allocable to principal received by a Servicer with respect to such
Mortgage Loan during such period; and (f) all Principal Prepayments other than
Payahead Amounts on the Mortgage Loans in such Loan Group received by a Servicer
during the calendar month preceding the month of such Distribution Date and (ii)
the PO Recovery for such Distribution Date.
PO Recovery: As to any Distribution Date, the lesser of (a) the PO Deferred
Amount for the Class 30-PO Certificates for such Distribution Date and (b) an
amount equal to the sum as to each Mortgage Loan as to which there has been a
Recovery received during the calendar month preceding the month of such
Distribution Date, of the product of (x) the PO Percentage with respect to such
Mortgage Loan and (y) the amount of the Recovery with respect to such Mortgage
Loan received during the calendar month preceding the month of such Distribution
Date.
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Pool Distribution Amount: As to any Distribution Date and Loan Group, the
excess of (a) the sum of (i) the aggregate of (A) the interest portion of any
Monthly Payment on a Mortgage Loan in such Loan Group (net of the Servicing Fee)
and the principal portion of any Monthly Payment on a Mortgage Loan in such Loan
Group due on the Due Date in the month in which such Distribution Date occurs
and which is received prior to the related Determination Date and (B) all
Periodic Advances made by a Servicer (or the Master 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 applicable Servicer in respect of such
Loan Group and such Distribution Date deposited to the Master Servicer Custodial
Account pursuant to Section 3.09(e)(vi); (ii) all Liquidation Proceeds (other
than Excess Proceeds) received on the Mortgage Loans in such Loan Group during
the calendar month preceding the month of such Distribution Date and deposited
to the Master Servicer Custodial Account pursuant to Section 3.09(e)(iii); (iii)
all Principal Prepayments received on the Mortgage Loans in such Loan Group
during the calendar month preceding the month of such Distribution Date and
deposited to the Master Servicer Custodial Account pursuant to Section
3.09(e)(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(e)(vii); (v) any other amounts in the Master
Servicer Custodial Account deposited therein pursuant to Section 3.09(e)(iv),
(v), (viii), (ix) and (x), in respect of such Distribution Date and such Loan
Group; (vi) any Reimbursement Amount required to be included pursuant to Section
5.02; and (vii) any Non-PO Recovery with respect to such Distribution Date and
Loan Group over (b) any amounts permitted to be withdrawn from the Master
Servicer Custodial Account pursuant to clauses (i) through (viii), inclusive, of
Section 3.11 in respect of such Loan Group.
Pool Stated Principal Balance: As to any Distribution Date and any Loan
Group, the aggregate Stated Principal Balance of all Mortgage Loans in such Loan
Group that were Outstanding Mortgage Loans immediately following the Due Date in
the month preceding the month in which such Distribution Date occurs.
Pool Stated Principal Balance (Non-PO Portion): As to any Distribution Date
and any of Loan Group, the sum of the product, for each Mortgage Loan of such
Loan Group, of (a) the Non-PO Percentage of such Mortgage Loan multiplied by (b)
the Stated Principal Balance of such Mortgage Loan that was an Outstanding
Mortgage Loan immediately following the Due Date in the month preceding the
month in which such Distribution Date occurs.
Premium Mortgage Loan: Any Group 1 Premium Mortgage Loan, Group 2 Premium
Mortgage Loan and Group 3 Premium Mortgage Loan.
Prepayment Interest Shortfall: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the calendar
month preceding the month of such Distribution Date, 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.
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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 ββββββ βββ� or βββββββ� Mac.
Principal Only Certificates: Any Class of Certificates entitled to
distributions of principal, but to no distributions of interest. The Class 30-PO
Certificates are the only Principal Only Certificates.
Principal Prepayment: With respect to each Mortgage Loan, any payment or
other recovery of principal on a Mortgage Loan (other than Liquidation Proceeds
or Payahead Amounts) 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.
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 that is not a Restricted Class, the portion of the Subordinate
Principal Distribution Amounts allocable to such Class, equal to the product of
the Subordinate Principal Distribution Amounts for 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%.
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 Section 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 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 applicable Servicer Custodial Account for distribution in
the month of repurchase and (y) if the Person repurchasing such Mortgage Loan is
servicing such Mortgage Loan under the related Servicing Agreement, the
Servicing Fee for such Mortgage Loan.
Rate Determination Date: As to any Class of LIBOR Certificates, the second
LIBOR Business Day prior to the beginning of the applicable Interest Accrual
Period for such Class and such Distribution Date.
Rating Agency: Each of S&P, Fitch and βββββ�'β�. If any such organization or
a successor is no longer in existence, "Rating Agency" shall be such nationally
recognized
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statistical rating organization, or other comparable Person, as is designated by
the Depositor, notice of which designation shall be given to the Trustee, the
Master Servicer and the Securities Administrator. 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: 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.
Regular Interest: A "regular interest" in a REMIC within the meaning of
Section 860G(a)(1) of the Code.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. Sections 229.1100 - 229.1123, as such may be amended from time to
time, and subject to such clarification and interpretation as have been provided
by the Commission in the adopting release (Asset-Backed Securities, Securities
Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or its staff
from time to time.
Regular Interest: A "regular interest" in a REMIC within the meaning of
Section 860G(a)(1) of the Code.
Related: As to any Class of Exchangeable REMIC Certificates, each Class of
Exchangeable Certificates in its Combination. As to any Class of Exchangeable
Certificates, each Class of Exchangeable REMIC Certificates in its Combination
Related Group: For Loan Group 1, Group 1; for Loan Group 2, Group 2 and for
Loan Group 3, Group 3.
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Related Loan Group: For Group 1, Loan Group 1; for Group 2, Loan Group 2;
and for Group 3, Loan Group 3.
Relevant Servicing Criteria: The Servicing Criteria applicable to the
various parties, as set forth on Exhibit Q attached hereto. For clarification
purposes, multiple parties can have responsibility for the same Relevant
Servicing Criteria. With respect to a Servicing Function Participant engaged by
the Master Servicer, the Securities Administrator, the Custodian or any
Servicer, 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. The Reserve Fund and the Yield Maintenance Agreement
will not be assets of any REMIC created hereunder.
REMIC Certificate Maturity Date: The "latest possible maturity date" of the
Upper-Tier Regular Interests.
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: The 18th day of each month beginning in October 2006 (or,
if such day is not a Business Day, the preceding Business Day).
REO Disposition Period: As defined in Section 3.15.
REO Proceeds: Proceeds, net of any related expenses of a 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 a Servicer servicing the
related Mortgage Loan 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).
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Reporting Servicer: As defined in Section 3.22(c)(i).
Request for Release: The Request for Release submitted by a Servicer to the
Custodian on behalf of the Trustee, substantially in the form attached hereto as
Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from time to time under this Agreement
in respect of such Mortgage Loan.
Reserve Fund: The Eligible Account created and maintained by the Securities
Administrator pursuant to Section 3.09(d) in the name of the Securities
Administrator, on behalf of the Trustee, for the benefit of the Holders of the
Class 3-A-1 Certificates and designated "Reserve Fund, βββββ� Fargo Bank, N.A.,
as Securities Administrator for U.S. Bank National Association, as Trustee, in
trust for registered holders of Banc of America Funding Corporation Mortgage
Pass-Through Certificates, Series 2006-6." Amounts on deposit in the Class 3-A-1
Reserve Fund shall not be invested. The Reserve Fund shall not be an asset of
any REMIC formed under this Agreement.
Reserve Fund Grantor Trust: That portion of the Trust exclusive of the
REMICs consisting of (i) the right of the Class 3-A-1 Certificates to receive
amounts from the Reserve Fund, (ii) the Yield Maintenance Agreement and (iii)
the Class 3-A-1 Interests.
Residual Certificate: The Class 1-A-R Certificate.
Responsible Officer: When used with respect to the Trustee or the
Securities Administrator, any officer of the Corporate Trust Department of the
Trustee or the Securities Administrator, as applicable, 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 or Securities Administrator, as applicable, 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).
ββββββββ-βββββ� Certification: As defined in Section 3.22(e).
Securities Administrator: βββββ� Fargo Bank, N.A., and its
successors-in-interest and, if a successor securities administrator is appointed
hereunder, such successor, as securities administrator.
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 1-A-R, Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9,
Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class
1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20,
Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24,
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Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 3-A-1, Class 3-A-2,
Class 3-A-3, Class 3-A-4, Class 30-IO and Class 30-PO Certificates.
Senior Credit Support Depletion Date: The date on which the aggregate Class
Certificate Balance of the Subordinate Certificates has been reduced to zero.
Senior Non-PO Certificates: The Senior Certificates other than the Class
30-PO Certificates.
Senior Percentage: With respect to any Distribution Date and Loan Group,
the percentage, carried to six places rounded up, obtained by dividing (i) the
sum of the aggregate Class Certificate Balance of the Senior Non-PO Certificates
of the Related Group immediately prior to such Distribution Date, by (ii) the
Pool Stated Principal Balance (Non-PO Portion) of such Loan Group for such
Distribution Date.
Senior Prepayment Percentage: For any Distribution Date and Loan Group
during the five (5) years beginning on the first Distribution Date, 100%. The
Senior Prepayment Percentage for any Loan Group and for any Distribution Date
occurring on or after the fifth anniversary of the first Distribution Date will,
except as provided herein, be as follows: for any Distribution Date in the first
(1st) 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 (2nd) 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 (3rd) 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 (4th) 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 (5th) or
later years thereafter, the Senior Percentage for such Loan Group for such
Distribution Date (unless on any of the foregoing Distribution Dates, the Total
Senior Percentage exceeds the initial Total Senior Percentage, in which case the
Senior Prepayment Percentage for each Loan Group for such Distribution Date will
once again equal 100%). Notwithstanding the foregoing, no decrease in the Senior
Prepayment Percentage for a Loan Group will occur unless both of the Senior Step
Down Conditions are satisfied.
Senior Principal Distribution Amount: As to any Distribution Date and any
Loan Group, the sum of (a) the Senior Percentage for such Loan Group of the
applicable Non-PO Percentage of the amounts described in clauses (i)(a) through
(d) of the definition of "Non-PO Principal Amount" for such Distribution Date
and Loan Group and (b) the Senior Prepayment Percentage for such Loan Group of
(1) the applicable Non-PO Percentage of the amounts described in clauses (i)(e)
and (f) and (2) the amount described in clause (ii) of the definition of "Non-PO
Principal Amount" for such Distribution Date and Loan Group.
Senior Step Down Conditions: As of any Distribution Date and 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
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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 such 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 SUBORDINATE
DISTRIBUTION DATE OCCURRING CERTIFICATE BALANCE
----------------------------------- --------------------
October 2011 through September 2012 30%
October 2012 through September 2013 35%
October 2013 through September 2014 40%
October 2014 through September 2015 45%
October 2015 and thereafter 50%
Servicer: Any of βββββ� Fargo Bank, SunTrust, Washington Mutual or Chase,
each in their capacity as a servicer of the Mortgage Loans, or any successor
servicer appointed as herein provided.
Servicer Custodial Accounts: The separate accounts created and maintained
by each of the Servicers pursuant to the applicable Servicing Agreement.
Servicing Advance: With respect to each Servicer, shall have the meaning
given to the term "Servicing Advances" in the applicable Servicing Agreement.
Servicing Agreements: Any of the βββββ� Fargo Servicing Agreement, the
SunTrust Servicing Agreement, the Washington Mutual Servicing Agreement and the
Chase Servicing Agreement.
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 Servicer, as defined in the applicable
Servicing Agreement.
Servicing Fee Rate: With respect to each Mortgage Loan, as defined in the
applicable Servicing Agreement.
Servicing File: With respect to each Mortgage Loan, as defined in the
applicable Servicing Agreement.
Servicing Function Participant: Any Subcontractor utilized by the Master
Servicer, the Securities Administrator or the Custodian that is "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB.
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Servicing Officer: With respect to each Servicer, as defined in the related
Servicing Agreement.
Servicing Transfer Costs: All reasonable costs and expenses of the Master
Servicer or the Trustee, as applicable, related to any termination of a
Servicer, appointment of a successor Servicer or the transfer and assumption of
servicing by the Master Servicer or the Trustee, as applicable, with respect to
any Servicing Agreement (including, without limitation, (i) all legal costs and
expenses and all due diligence costs and expenses associated with an evaluation
of the potential termination of the Servicer as a result of an event of default
by such Servicer and (ii) 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 Master Servicer or the Trustee, as
applicable, to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Master Servicer or the Trustee, as applicable, to
service the Mortgage Loans properly and effectively).
Shift Percentage: For any Distribution Date will be the percentage
indicated below:
DISTRIBUTION DATE OCCURRING IN SHIFT PERCENTAGE
-------------------------------------- ----------------
October 2006 through September 2011... 0%
October 2011 through September 2012... 30%
October 2012 through September 2013... 40%
October 2013 through September 2014... 60%
October 2014 through September 2015... 80%
October 2015 and thereafter........... 100%
Similar Law: As defined in Section 6.02(e).
Sponsor: Bank of America, National Association, 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 net of unreimbursed expenses and unreimbursed Advances
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
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Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction
or authority of the Master Servicer, the Securities Administrator or the
Custodian.
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 and Class
3-LS Interest equal to the ratio among the Group Subordinate Amounts of Loan
Group 1, Loan Group 2 and Loan Group 3.
Subordinate Certificates: The Class B and Class M 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 any Loan Group, an amount equal to the sum of (a) the Subordinate
Percentage for such Loan Group of the applicable Non-PO Percentage of the
amounts described in clauses (i)(a) through (d) of the definition of "Non-PO
Principal Amount" for such Distribution Date and Loan Group and (b) the
Subordinate Prepayment Percentage for such Loan Group of the applicable Non-PO
Percentage of the amounts described in clauses (i)(e) and (f) and (2) the amount
described in clause (ii) of the definition of "Non-PO Principal Amount" for such
Distribution Date and Loan Group.
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 credit grade not lower in quality than that of the Defective Mortgage Loan,
(vii) have a remaining term to maturity not greater than (and not more than one
(1) year less than) that of the Defective Mortgage Loan; (viii) have the same
lien priority as the Defective Mortgage Loan; and (ix) comply with each Mortgage
Loan representation and warranty set forth in the Mortgage Loan Purchase
Agreement or the related Servicing Agreement, as the case may be. More than one
Substitute Mortgage Loan may be substituted for a Defective Mortgage Loan if
such Substitute Mortgage Loans meet the foregoing attributes in the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
SunTrust: SunTrust Mortgage, Inc., in its capacity as a Servicer under the
SunTrust Servicing Agreement.
SunTrust Servicing Agreement: Collectively, (i) the Flow Sale and Servicing
Agreement, dated as of February 1, 2004, by and between BANA (as successor in
interest to Banc of America Mortgage Capital Corporation), as purchaser, and
SunTrust, as seller, (ii) that
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certain Amendment No. 1, dated as of June 1, 2004, by and between BANA and
SunTrust, (iii) that certain Master Assignment, Assumption and Recognition
Agreement, dated September 1, 2004, by and among BAMCC, SunTrust, BANA and
Wachovia Bank, National Association, (iv) that certain Amendment No. 2, dated as
of November 1, 2004, by and between BANA and SunTrust, (v) that certain
Regulation AB Compliance Addendum to the Flow Sale and Servicing Agreement,
dated as of January 1, 2006, by and between BANA and SunTrust, (vi) that certain
Memorandum of Sale, dated as of May 25, 2006, by and between BANA and SunTrust,
(vii) that certain Memorandum of Sale, dated as of June 9, 2006, by and between
BANA and SunTrust, (viii) that certain Memorandum of Sale, dated as of July 25,
2006, by and between BANA and SunTrust, and (ix) the Assignment, Assumption and
Recognition Agreement, dated September 28, 2006, by and among BANA, the
Depositor, the Trustee, the Master Servicer and SunTrust.
Tax Matters Person: Any person designated as "tax matters person" in
accordance with Section 5.06 and the manner provided under Treasury Regulation
Section 1.860F-4(d) and Treasury Regulation Section 301.6231(a)(7)-1.
Telerate Page 3750: As defined in Section 5.09.
Total Senior Percentage: With respect to any Distribution Date, the
percentage, carried six places rounded up, obtained by dividing (x) the
aggregate Class Certificate Balance of the Senior Non-PO Certificates by (y) the
aggregate Pool Stated Principal Balance (Non-PO Portion) for all Loan Groups
with respect to such Distribution Date.
Treasury Regulations: The final and temporary regulations promulgated under
the Code by the U.S. Department of the Treasury.
Trust: The trust created by this Agreement, which shall be named the "Banc
of America Funding 2006-6 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 right to receive amounts, if any, payable on behalf of any Mortgagor
from the Buy-Down Account relating to any Buy-Down Mortgage Loan, (v) the
Depositor's rights under the Servicing Agreements and the Mortgage Loan Purchase
Agreement (including any security interest created thereby), (vi) the Securities
Administrator's rights under the Yield Maintenance Agreement and (vii) the
Servicer Custodial Accounts, the Master Servicer Custodial Account, the
Certificate Account and the Reserve Fund 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. The Buy-Down Account shall
not be part of the Trust Estate.
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Trustee: U.S. Bank National Association, and its successors-in-interest
and, if a successor trustee is appointed hereunder, such successor, as trustee.
Uncertificated Lower-Tier Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Intermediate Lower-Tier REMIC and is
entitled to monthly distributions as provided in Section 5.02(a) hereof. Any of
the Class 1-L Interest, Class 1-LS Interest, Class 1-LIO Interest, Class 2-L
Interest, Class 2-LS Interest, Class 2-LIO Interest, Class 2-LPO Interest, Class
3-L Interest, Class 3-LS Interest and Class 3-LIO Interest are Uncertificated
Lower-Tier Interests.
Uncertificated Intermediate Lower-Tier Interest: A regular interest in the
Intermediate Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and is entitled to monthly distributions as provided in Section 5.02(a) hereof.
Any of the Class 1-A-IT1 Interest, Class 1-A-IT2 Interest, Class 1-A-IT3
Interest, Class 1-A-IT4 Interest, Class 1-A-IT5 Interest, Class 1-A-IT6
Interest, Class 1-A-IT7 Interest, Class 1-A-IT8 Interest, Class 1-A-ITR
Interest, Class 1-ITIO Interest, Class 2-A-IT1 Interest, Class 2-A-IT2 Interest,
Class 2-ITIO Interest, Class 2-ITPO Interest, Class 3-A-IT1 Interest, Class
3-A-IT2 Interest, Class 3-ITIO Interest, Class M-IT1 Interest, Class B-IT1
Interest, Class B-IT2 Interest, Class B-IT3 Interest, Class B-IT4 Interest,
Class B-IT5 Interest and Class B-IT6 Interest are Uncertificated Intermediate
Lower-Tier Interests.
Undercollateralized Amount: As defined in Section 5.02.
Undercollateralized Group: As defined in Section 5.02.
Underwriter's Exemption: An exemption listed in footnote 1 of, and as
amended by, Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (August
22, 2002) and any successor exemption.
Uninsured Cause: Any cause of damage to a Mortgaged Property, the cost of
the complete restoration of which is not fully reimbursable under the hazard
insurance policies required to be maintained pursuant to Section 3.12.
Upper-Tier Certificate Sub-Account: The deemed sub-account of the
Certificate Account designated by the Securities Administrator pursuant to
Section 3.09(i).
Upper-Tier Regular Interest: As defined in the Preliminary Statement.
Upper-Tier REMIC: As defined in the Preliminary Statement, the assets of
which consist of the Uncertificated Intermediate Lower-Tier Interests and such
amounts as shall from time to time be deemed to be held in the Upper-Tier
Certificate Sub-Account.
U.S. Person: A citizen or resident of the United States, a corporation or
partnership (unless, in the case of a partnership, Treasury Regulations are
adopted that provide otherwise) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, including an
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury
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Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. As of any date of determination, (a) 1%
of all Voting Rights shall be allocated to the Holders of the Class 1-A-4
Certificates, (b) 1% of all Voting Rights shall be allocated to the Holders of
the Class 1-A-6 Certificates, (c) 1% of all Voting Rights shall be allocated to
the Holders of the Class 1-A-11 Certificates, (d) 1% of all Voting Rights shall
be allocated to the Holders of the Class 1-A-17 Certificates, (e) 1% of all
Voting Rights shall be allocated to the Holders of the Class 1-A-18
Certificates, (f) 1% of all Voting Rights shall be allocated to the Holders of
the Class 1-A-19 Certificates, (g) 1% of all Voting Rights shall be allocated to
the Holders of the Class 2-A-3 Certificates, (h) 1% of all Voting Rights shall
be allocated to the Holders of the Class 3-A-2 Certificates, (i) 1% of all
Voting Rights shall be allocated to the Holders of the Class 30-IO Certificates,
(j) 1% of all Voting Rights shall be allocated to the Holder of the Residual
Certificate and (k) the remaining Voting Rights shall be allocated among Holders
of the remaining Classes of Senior Certificates in proportion to the Certificate
Balances of their respective Certificates on such date.
Washington Mutual: Washington Mutual Bank, in its capacity as a Servicer
under the Washington Mutual Servicing Agreement.
Washington Mutual Servicing Agreement: Collectively, (i) that certain
Mortgage Loan Purchase and Sale Agreement (Amended and Restated), dated as of
July 1, 2003, by and among Washington Mutual Bank fsb, Washington Mutual and
BANA (as successor in interest to BAMCC) as amended by (a) that certain Master
Assignment, Assumption and Recognition Agreement (the "MAAR"), dated as of July
1, 2004, by and among BAMCC, BANA and Washington Mutual and (b) that certain
Regulation AB Amendment to the Mortgage Loan Purchase and Sale Agreement, dated
as of January 1, 2006, by and among Washington Mutual Bank fsb, Washington
Mutual and BANA, (ii) the Servicing Agreement (Amended and Restated), dated as
of July 1, 2003, by and between BANA and Washington Mutual, as amended by (a)
the MAAR and (b) that certain Regulation AB Amendment to the Servicing
Agreement, dated as of January 1, 2006, by and between Washington Mutual and
BANA, (iii) that certain Term Sheet, dated as of June 21, 2006, by and between
Washington Mutual and BANA and (iv) the Assignment, Assumption and Recognition
Agreement, dated September 28, 2006, by and among BANA, the Depositor, the
Trustee, the Master Servicer and Washington Mutual.
βββββ� Fargo Bank: βββββ� Fargo Bank, N.A., in its capacity as Servicer under
the βββββ� Fargo Servicing Agreement.
βββββ� Fargo Servicing Agreement: Collectively, (i) that certain Second
Amended and Restated Master Seller's Warranties and Servicing Agreement, dated
as of May 1, 2006, by and between BANA and βββββ� Fargo Bank, (ii) that certain
Second Amended and Restated Master Mortgage Loan Purchase Agreement, dated as of
May 1, 2006, by and between BANA and βββββ� Fargo Bank, (iii) that certain
Assignment and Conveyance Agreement, dated as of May 24, 2006, and (iv) the
Assignment, Assumption and Recognition Agreement, dated September 28, 2006, by
and among BANA, the Depositor, the Trustee, the Master Servicer and βββββ� Fargo
Bank.
-ββ-
βββββ� βββββββββββ� Agreement: The yield maintenance agreement between the
Securities Administrator, on behalf of the Trust, and the Counterparty, which
will be for the benefit of the Class 3-A-1 Certificates, substantially in the
form attached hereto as Exhibit O. The Yield Maintenance Agreement shall not be
an asset of any REMIC formed under this Agreement.
Yield Maintenance Agreement Payment: For any Distribution Date prior to and
including the Distribution Date in March 2013, the amount, if any, required to
be paid by the Counterparty to the Securities Administrator under the Yield
Maintenance Agreement.
Section 1.02 Interest Calculations. All calculations of interest will be
made on a 360-day year consisting of twelve (12) 30-day months. All dollar
amounts calculated hereunder shall be rounded to the nearest βββββ� with one-half
of one βββββ� being rounded down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor, concurrently
with the execution and delivery hereof, hereby sells, transfers, assigns, sets
over and otherwise conveys to the Trustee on behalf of the Trust for the benefit
of the Certificateholders, without recourse, all the right, title and interest
of the Depositor in and to the Mortgage Loans 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, including the rights of the Depositor as
assignee of the Sponsor with respect to the Sponsor's rights under the Servicing
Agreements. 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 U.S. Bank National
Association, as trustee for holders of Banc of America Funding Corporation
Mortgage Pass-Through Certificates, Series 2006-6, 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
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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 and other than with respect to the
Mortgage Loans purchased by the Sponsor from βββββ� Fargo Bank, 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 "U.S. Bank National Association, as
trustee for the holders of Banc of America Funding Corporation Mortgage
Pass-Through Certificates, Series 2006-6" (which may be included in a
blanket assignment or assignments), together with, except as provided below
and other than with respect to the Mortgage Loans purchased by the Sponsor
from βββββ� Fargo Bank, originals of all interim recorded assignments of
such mortgage or a copy of such interim assignment certified by the
applicable 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 Master Servicer shall enforce the
obligations of the applicable 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) other than with respect to the Mortgage Loans purchased by the
Sponsor from βββββ� Fargo Bank, 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;
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(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 (other than
with respect to any Mortgage Loan secured by Cooperative Stock purchased by
the Sponsor from βββββ� Fargo Bank), 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;
(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,
as the case may be, a copy of such Assignment of Mortgage in blank rather than
in the name of the Trustee and has caused the applicable Servicer to retain the
completed Assignment of Mortgage for recording as described below, unless such
Mortgage has been recorded in the name of MERS or its designee. In addition, if
the Depositor is unable to deliver or cause the delivery of any original
Mortgage Note due to the loss of such original Mortgage Note, the Depositor may
deliver a copy of such Mortgage Note, together with a lost note affidavit, and
shall thereby be deemed to have satisfied the document delivery requirements of
this Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot deliver (A)
the Mortgage, (B) all interim recorded assignments, (C) all assumption,
modification, consolidation or extension agreements, if any, or (D) the lender's
title policy, if any, (together with all riders thereto), if applicable,
satisfying the requirements of clause (ii), (iii), (iv) or (v) above,
respectively, concurrently with the execution and delivery hereof because such
document or
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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
applicable, has not been delivered to any of the related Servicer, the Sponsor
or the Depositor, as applicable, by the applicable title insurer, if any, 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, as the case
may be, 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 (1) 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 an Officer's Certificate to such effect
to the Trustee. The Depositor shall forward or cause to be forwarded to the
Trustee or a Custodian, on behalf of the Trustee, as the case may be, (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 applicable Servicer to the Trustee or a
Custodian on the Trustee's behalf, as the case may be. 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 shall prepare, execute and deliver
or cause to be prepared, executed and delivered, on behalf of the Trust, such a
document to the public recording office.
Upon discovery by the Depositor or notice from βββββ� Fargo Bank, the Master
Servicer, the Securities Administrator or Trustee that a Document Transfer Event
has occurred, the Depositor shall, with respect to Mortgage Loans purchased by
the Sponsor from βββββ� Fargo Bank, deliver or cause to be delivered to the
Trustee or a Custodian, on behalf of the Trustee, within 60 days copies (which
may be in electronic form mutually agreed upon by the Depositor and the Trustee
or such Custodian) of the following additional documents or instruments to the
Mortgage File with respect to each such Mortgage Loan; provided, however, that
originals of such documents or instruments shall be delivered to the Trustee or
a Custodian on behalf of the Trustee, as applicable, if originals are required
under the law in which the related Mortgaged Property is located in order to
exercise all remedies available to the Trust under applicable law following
default by the related Mortgagor:
(1) other than if the related Mortgage has been recorded in the name
of MERS or its designee, originals of all interim recorded assignments of such
mortgage or a copy of such interim assignments certified by βββββ� Fargo Bank
(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);
(2) the original or a certified copy of the lender's title insurance
policy;
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(3) the original Mortgage with evidence of recording thereon, and the
original recorded power of attorney, if the Mortgage was executed pursuant to a
power of attorney, with evidence of recording thereon or, if such Mortgage or
power of attorney has been submitted for recording but has not been returned
from the applicable public recording office, has been lost or is not otherwise
available, a copy of such Mortgage or power of attorney, as the case may be,
certified to be a true and complete copy of the original submitted for
recording; and
(4) 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;
(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).
With respect to each Mortgage Loan, as promptly as practicable subsequent
to such transfer and assignment, the Master Servicer shall (except for any
Mortgage which has been recorded in the name of MERS or its designee) enforce
the obligations of the related Servicer pursuant to the related Servicing
Agreement to (I) cause each Assignment of Mortgage to be in proper form for
recording in the appropriate public office for real property records within the
time period required in the applicable Servicing Agreement 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 related Servicer has not received the information required to prepare such
assignment in recordable form, such 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 accordance with the applicable Servicing
Agreement.
No recording of an Assignment of Mortgage will be required in a state if
either (i) the Depositor furnishes to the Trustee and the Securities
Administrator an unqualified Opinion of Counsel reasonably acceptable to the
Trustee and the Securities Administrator 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
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by either Rating Agency in order to obtain the initial ratings on the
Certificates on the Closing Date. Exhibit J attached hereto sets forth the list
of all states where recordation is required by any Rating Agency to obtain the
initial ratings of the Certificates. The Securities Administrator and the
Trustee may rely and shall be protected in relying upon the information
contained in such Exhibit J.
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 the Trustee's behalf, will cause the applicable
Servicer to remit to the Master Servicer for deposit in the Master Servicer
Custodial Account the portion of such payment that is required to be deposited
in the such account pursuant to Section 3.09.
Section 2.02 Acceptance by the Trustee or Custodian of the Mortgage Loans.
Subject to the provisions of the following paragraph, the Trustee declares that
it, or a Custodian as its agent, will hold the documents referred to in Section
2.01 and the other documents delivered to it or a Custodian as its agent, as the
case may be, 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 shall deliver or cause a
Custodian to deliver to the Depositor and the Master Servicer a certification in
the form attached hereto as Exhibit K (the "Initial Certification") to the
effect that, except as may be specified in a list of exceptions attached
thereto, such Person has received the original Mortgage Note relating to each of
the Mortgage Loans listed on the Mortgage Loan Schedule.
Within 90 days after the execution and delivery of this Agreement, the
Trustee shall review, or cause a Custodian, on behalf of the Trustee, to review,
the Mortgage Files in such Person's possession, and shall deliver to the
Depositor and the Master Servicer a certification in the form attached hereto as
Exhibit L (the "Final Certification") to the effect that, as to each Mortgage
Loan listed in the Mortgage Loan Schedule, except as may be specified in a list
of exceptions attached to such Final Certification, such Mortgage File contains
all of the items required to be delivered pursuant to Section 2.01(b). In
performing any such review, the Trustee or a Custodian, as the case may be, may
conclusively rely on the purported genuineness of any such document and any
signature thereon.
If, in the course of such review, the Trustee, or a Custodian on its
behalf, 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 Master Servicer, the Trustee, a Custodian or the
Securities Administrator discovers a breach by a Servicer, the Sponsor or the
Depositor of any representation, warranty or covenant under the Servicing
Agreements, the Mortgage Loan Purchase Agreement or this Agreement, as the case
may be, 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 Master
Servicer, the Sponsor, such Servicer, the Securities Administrator, the Trustee
and the Depositor of such failure to meet the requirements of Section 2.01 or of
such breach and request that the applicable Servicer, the Sponsor or the
Depositor, as
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applicable, 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 Depositor, the Sponsor or the applicable Servicer, as
the case may be, 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 applicable Servicer's, Sponsor's or Depositor's
obligation, as the case may be, under the applicable Servicing Agreement, the
Mortgage Loan Purchase Agreement or this Agreement, as the case may be, and
cause the applicable Servicer, the Sponsor or the Depositor, as the case may be,
to either (a) other than in the case of Washington Mutual, 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.
Notwithstanding any contrary provision of this Agreement, no substitution
pursuant to this Section 2.02 shall be made more than 90 days after the Closing
Date unless the Depositor delivers to the Securities Administrator an Opinion of
Counsel, which Opinion of Counsel shall not be at the expense of the Trustee,
the Securities Administrator or the Trust Estate, addressed to the Trustee and
the Securities Administrator, to the effect that such substitution will not (i)
result in the imposition of the tax on "prohibited transactions" on any REMIC
created hereunder or contributions after the Start-up Day, as defined in
Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any
REMIC created hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding.
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 applicable Mortgage Loans
identified in the related Mortgage Loan Schedule based solely upon the review of
items (i) and (xi) in the definition of Mortgage Loan Schedule. Neither the
Trustee nor any Custodian shall have any responsibility for determining whether
any document is valid and binding, whether the text of any assignment or
endorsement is in proper or recordable form, whether any document has been
recorded in accordance with the requirements of any applicable jurisdiction, or
whether a blanket assignment is permitted in any applicable jurisdiction.
If the Trustee receives written notice from the Depositor, the Master
Servicer or the Securities Administrator of a breach of any representation or
warranty of a related Servicer or the Sponsor, the Trustee, on behalf of the
Trust, shall enforce the rights of the Trust under the Servicing Agreements, the
Mortgage Loan Purchase Agreement and this Agreement for the benefit of the
Certificateholders. If the Trustee receives written notice from the Depositor,
the Master Servicer or the Securities Administrator of a breach of the
representations or warranties with respect to the Mortgage Loans set forth in a
Servicing Agreement, the Trustee, on behalf of the Trust, shall enforce the
right of the Trust to be indemnified for such breach of representation or
warranty. In addition, if the Trustee receives written notice from the
Depositor, the Master
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Servicer or the Securities Administrator of a breach of a representation with
respect to a Mortgage Loan set forth in clauses (k) or (o) 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"), but in the case of a breach of a
representation set forth in clauses (k) or (o) of paragraph 3 of the Mortgage
Loan Purchase Agreement, only to the extent the applicable Servicer does not so
reimburse the Trust. It is understood and agreed that, except for any
indemnification provided in the Servicing Agreements and the payment of any
Reimbursement Amount, the obligation of a Servicer, the Sponsor or the Depositor
to cure or to repurchase (or, other than in the case of Washington Mutual, to
substitute for) 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 a Servicer,
the Sponsor or the Depositor in respect of such omission, defect or breach
available to the Trustee on behalf of the Trust and the Certificateholders.
With respect to the representations and warranties relating to the Mortgage
Loans 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, the Master Servicer 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 at
the time the representation or warranty was made, such inaccuracy shall be
deemed a breach of the applicable representation or warranty.
It is understood and agreed that the representations and warranties
relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement
shall survive delivery of the Mortgage Files to the Trustee or a Custodian on
the Trustee's behalf and shall inure to the benefit of the Certificateholders
notwithstanding any restrictive or qualified endorsement or assignment. It is
understood and agreed that the obligations of the Sponsor set forth in this
Section 2.02 to cure, substitute for or repurchase a Mortgage Loan pursuant to
the Mortgage Loan Purchase Agreement constitute the sole remedies available to
the Certificateholders and to the Trustee on their behalf respecting a breach of
the representations and warranties contained in the Mortgage Loan Purchase
Agreement.
The representations and warranties of each Servicer with respect to the
applicable Mortgage Loans in the related Servicing Agreement, which have been
assigned to the Trustee hereunder, were made as of the date specified in such
Servicing Agreement. To the extent that any fact, condition or event with
respect to a Mortgage Loan constitutes a breach of both (i) a representation or
warranty of a Servicer under the related Servicing Agreement and (ii) a
representation or warranty of the Sponsor under the Mortgage Loan Purchase
Agreement, the only right or remedy of the Trustee or of any Certificateholder
shall be the Trustee's right, on behalf of the Trust, to enforce the obligations
of the applicable Servicer under any applicable representation or warranty made
by it. It is hereby acknowledged that the Sponsor shall have no obligation or
liability with respect to any breach of a representation or warranty made by it
with respect to the Mortgage Loans if the fact, condition or event constituting
such breach also
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constitutes a breach of a representation or warranty made by the applicable
Servicer in the applicable Servicing Agreement, without regard to whether such
Servicer fulfills its contractual obligations in respect of such representation
or warranty. It is hereby further acknowledged that the Depositor shall have no
obligation or liability with respect to any breach of any representation or
warranty with respect to the Mortgage Loans (except as set forth in Section
2.04) under any circumstances.
With respect to each Substitute Mortgage Loan the applicable Servicer, the
Sponsor or the Depositor, as the case may be, shall deliver to the Trustee (or a
Custodian on behalf of the Trustee), for the benefit of the Certificateholders,
the documents and agreements 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
Depositor, the Sponsor or a Servicer (other than Washington Mutual) has
substituted a Substitute Mortgage Loan.
The Master 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 Master Servicer shall deliver the amended Mortgage Loan
Schedule to the Securities Administrator, the Trustee and any Custodian. Upon
such substitution of a Mortgage Loan by the Depositor, the Sponsor or a Servicer
(other than Washington Mutual), each Substitute Mortgage Loan shall be subject
to the terms of this Agreement in all respects and the Depositor or the Sponsor,
as the case may be, shall be deemed to have made to the Trustee with respect to
such Substitute Mortgage Loan, as of the date of substitution, similar
representations and warranties to those made with respect to the Defective
Mortgage Loan and the applicable Servicer shall be deemed to have made to the
Trustee with respect to such Substitute Mortgage Loan, as of the date of
substitution, the mortgage loan representations and warranties made pursuant to
the applicable Servicing Agreement. Upon any such substitution and the deposit
to the Master Servicer Custodial Account of any required Substitution Adjustment
Amount (as described in the next paragraph) and receipt by the Trustee of a
Request for Release, the Trustee shall release, or shall direct a Custodian to
release, the Mortgage File relating to such Defective Mortgage Loan to
applicable Person and shall execute and deliver at such Person's direction such
instruments of transfer or assignment prepared by such Person, without recourse,
as shall be necessary to vest title in such Person or its designee to the
Trustee's interest in any Defective Mortgage Loan substituted for pursuant to
this Section 2.02.
For any month in which the Depositor, the Sponsor or a Servicer (other than
Washington Mutual) 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 substituted by such
Person 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
substituted by such Person (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
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to such Defective Mortgage Loans shall be remitted by such Person to the Master
Servicer for deposit to the Master Servicer Custodial Account on or before the
18th day of the month succeeding the calendar month during which the related
Mortgage Loan is required to be purchased or replaced hereunder.
The Trustee shall retain or shall cause a Custodian to retain, as
applicable, possession and custody of each Mortgage File in accordance with and
subject to the terms and conditions set forth herein. The Master Servicer shall
cause to be promptly delivered to the Trustee or a Custodian on behalf of the
Trustee, as the case may be, 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 Master 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).
In connection with making the certifications required hereunder, to the extent a
title search or opinion of counsel has been provided in lieu of a title policy
for any Mortgage Loan, the Trustee or a Custodian on its behalf, as applicable,
shall only be responsible for confirming that a title search or opinion of
counsel has been provided for such Mortgage Loan.
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer. The Master Servicer hereby makes the following representations and
warranties to the Depositor, the Securities Administrator and the Trustee, as of
the Closing Date:
(i) The Master Servicer is a corporation duly organized and validly
existing in good standing under the laws of the State of New York 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 securing a Mortgage Loan is located if the laws of such
state require licensing or qualification in order to conduct business of
the type conducted by the Master Servicer. The Master 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 Master Servicer and the consummation of the
transactions contemplated hereby have been duly and validly authorized.
This Agreement, assuming due authorization, execution and delivery by the
other parties hereto, evidences the valid, binding and enforceable
obligation of the Master 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 Master Servicer to
make this Agreement valid and binding upon the Master Servicer in
accordance with its terms.
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(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 Master 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 Master Servicer and
will not result in the breach of any term or provision of the charter or
by-laws of the Master 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 Master Servicer or its
property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Master Servicer or its
property is subject.
(iv) There is no action, suit, proceeding or investigation pending or,
to the best knowledge of the Master Servicer, threatened against the Master
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 Master Servicer, or in any material
impairment of the right or ability of the Master 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 Master Servicer
contemplated herein, or which would materially impair the ability of the
Master Servicer to perform under the terms of this Agreement.
The representations and warranties made pursuant to this Section 2.03 shall
survive delivery of the respective Mortgage Files to the Trustee or a Custodian
on the Trustee's behalf and shall inure to 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:
(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.
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(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 any of its creditors.
(iv) Each Mortgage Loan is a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code and Treasury Regulation Section 1.860G-2.
It is understood and agreed that the representations and warranties set
forth in this Section 2.04 shall survive delivery of the respective Mortgage
Files to the Trustee or the related Custodian and shall inure to the benefit of
the Trustee, notwithstanding any restrictive or qualified endorsement or
assignment.
Upon discovery by any of the Depositor, the Master Servicer, the Securities
Administrator or the Trustee 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 a
breach of the representation that each Mortgage Loan is 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 relates to the representation that
each Mortgage Loan is 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 Master Servicer for deposit to the Master 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.
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, Class
3-A-1, Class 30-IO and Exchangeable Certificates), the IO Components, the Class
3-A-1 Interest 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
Uncertificated Intermediate Lower-Tier Interests as classes of "regular
interests" and the Class ILR Interest as the single class of "residual interest"
in the Intermediate Lower-Tier REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively and (ii) the Uncertificated Lower-Tier
Interests as 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.
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Section 2.06 Designation of Start-up Day. The Closing Date is hereby
designated as the "start-up day" of each of the Upper-Tier REMIC, the
Intermediate Lower-Tier REMIC and Lower-Tier REMIC within the meaning of Section
860G(a)(9) of the Code.
Section 2.07 REMIC Certificate Maturity Date. Solely for purposes of
satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest
possible maturity date" of the Upper-Tier Regular Interests, the Intermediate
Lower-Tier REMIC and the Lower-Tier REMIC is one month after the maturity of the
latest maturing Mortgage Loan.
Section 2.08 Execution and Delivery of Certificates. (a) The Trustee (i) in
exchange for the Mortgage Loans and all other assets included in the definition
of "Trust Estate," receipt of which is hereby acknowledged, acknowledges the
issuance of and hereby declares that it holds the Uncertificated Lower-Tier
Interests on behalf of the Intermediate Lower-Tier REMIC and the
Certificateholders and that it holds the Uncertificated Intermediate Lower-Tier
Interests on behalf of the Upper-Tier REMIC and the Certificateholders and (ii)
in exchange for the Uncertificated Intermediate Lower-Tier Interests, has caused
the Securities Administrator to execute and deliver to or upon the order of the
Depositor, Certificates (other than the Exchangeable Certificates) in authorized
Denominations which, together with the Uncertificated Intermediate Lower-Tier
Interests and the Uncertificated Lower-Tier Interests, evidence ownership of the
entire Trust Estate.
(b) In addition, the Securities Administrator shall, from time to time as
requested by beneficial owners of Exchangeable REMIC Certificates or
Exchangeable Certificates pursuant to Section 5.11, exchange Exchangeable REMIC
Certificates for Exchangeable Certificates and vice versa.
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 2006-6 Trust" and does
hereby appoint U.S. Bank National Association as Trustee in accordance with the
provisions of this Agreement.
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
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(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.
Neither the Trustee nor the Securities Administrator shall 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 MASTER SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicing of the Mortgage Loans. For and on behalf of
the Certificateholders, the Master Servicer shall supervise, monitor and oversee
the obligations of the Servicers to service and administer their respective
Mortgage Loans in accordance with the terms of the applicable Servicing
Agreement and shall have full power and authority to do any and all things which
it may deem necessary or desirable in connection with such master servicing and
administration. In performing its obligations hereunder, the Master Servicer
shall act in a manner consistent with this Agreement, subject to the prior
sentence, and with Customary Servicing Procedures. Furthermore, the Master
Servicer shall oversee and consult with each Servicer as necessary from
time-to-time to carry out the Master Servicer's obligations hereunder, shall
receive, review and evaluate all reports, information and other data provided to
the Master Servicer by each Servicer and shall cause each Servicer to perform
and observe the covenants, obligations and conditions to be performed or
observed by such Servicer under the applicable Servicing Agreement. The Master
Servicer shall independently and separately monitor each Servicer's servicing
activities with respect to each related Mortgage Loan, reconcile the results of
such monitoring with such information provided in the previous sentence on a
monthly basis and coordinate corrective adjustments to the Servicers' and the
Master Servicer's records, and based on such reconciled and corrected
information, prepare the Master Servicer's Certificate and any other information
and statements required hereunder. The Master Servicer shall reconcile the
results of its Mortgage Loan monitoring with the actual remittances of the
Servicers to the Master Servicer Custodial Account pursuant to the applicable
Servicing Agreements.
Continuously from the date hereof until the termination of the Trust, the
Master Servicer shall enforce the obligations of the Servicers to collect all
payments due under the terms and provisions of the Mortgage Loans when the same
shall become due and payable to the extent such procedures shall be consistent
with the applicable Servicing Agreement.
The relationship of the Master Servicer (and of any successor to the Master
Servicer as master servicer under this Agreement) to the Trustee and the
Securities Administrator 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.
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Section 3.02 Monitoring of Servicers. (a) The Master Servicer shall be
responsible for reporting to the Trustee, the Securities Administrator and the
Depositor the compliance by each Servicer with its duties under the related
Servicing Agreement. In the review of each Servicer's activities, the Master
Servicer may rely upon an officer's certificate of the Servicer with regard to
such Servicer's compliance with the terms of its Servicing Agreement. In the
event that the Master Servicer, in its judgment, determines that a Servicer
should be terminated in accordance with its Servicing Agreement, or that a
notice should be sent pursuant to such Servicing Agreement with respect to the
occurrence of an event that, unless cured, would constitute grounds for such
termination, the Master Servicer shall notify the Depositor, the Securities
Administrator and the Trustee thereof and the Master Servicer shall issue such
notice or take such other action as it deems appropriate.
(b) The Master Servicer, for the benefit of the Trust and the
Certificateholders, shall enforce the obligations of each Servicer under the
related Servicing Agreement, and shall, in the event that a Servicer fails to
perform its obligations in accordance with the related Servicing Agreement,
subject to the preceding paragraph, terminate the rights and obligations of such
Servicer thereunder and act as successor Servicer of the related Mortgage Loans
under the applicable Servicing Agreement or cause the Trustee to enter into a
new Servicing Agreement with a successor Servicer selected by the Master
Servicer; provided, however, it is understood and acknowledged by the parties
hereto that there will be a period of transition (not to exceed 90 days) before
the actual servicing functions can be fully transferred to such successor
Servicer. Such enforcement, including, without limitation, the legal prosecution
of claims, termination of Servicing Agreements and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer, in its good faith business judgment,
would require were it the owner of the related Mortgage Loans. The Master
Servicer shall pay the costs of such enforcement at its own expense, 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 Loans or (ii) from a specific recovery of costs,
expenses or attorneys fees against the party whom such enforcement is directed,
provided that the Master Servicer and the Trustee, as applicable, shall not be
required to prosecute or defend any legal action except to the extent that the
Master Servicer or the Trustee, as applicable, shall have received reasonable
indemnity for its costs and expenses in pursuing such action.
(c) To the extent that the costs and expenses of the Master Servicer or the
Trustee, as applicable, related to any termination of a Servicer, appointment of
a successor Servicer or the transfer and assumption of servicing by the Master
Servicer or the Trustee, as applicable, with respect to any Servicing Agreement
(including, without limitation, (i) all legal costs and expenses and all due
diligence costs and expenses associated with an evaluation of the potential
termination of the Servicer as a result of an event of default by such Servicer
under the related Servicing Agreement and (ii) all costs and expenses associated
with the complete transfer of servicing, including all servicing files and all
servicing data and the completion, correction or manipulation of such servicing
data as may be required by the successor Servicer to correct any errors or
insufficiencies in the servicing data or otherwise to enable the successor
Servicer to service the Mortgage Loans in accordance with the related Servicing
Agreement) are not fully and timely reimbursed by the terminated Servicer, the
Master Servicer or the Trustee, as applicable, shall be entitled to
reimbursement of such costs and expenses from the Master
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Servicer Custodial Account; provided that if such servicing transfer costs are
ultimately reimbursed by the terminated Servicer, then the Master Servicer or
the Trustee, as applicable, shall remit such amounts that are reimbursed by the
terminated Servicer to the Master Servicer Custodial Account.
(d) The Master Servicer shall require each Servicer to comply with the
remittance requirements and other obligations set forth in the related Servicing
Agreement.
(e) If the Master Servicer acts as Servicer, it will not assume liability
for the representations and warranties of the Servicer, if any, that it
replaces.
(f) Subject to the conditions set forth in this Section 3.02(f), the Master
Servicer is permitted to utilize one or more Subcontractors to perform certain
of its obligations hereunder. The Master 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 Master 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 Master Servicer of any Servicing Function Participant, the
Master 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
Master Servicer. The Master 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.
Notwithstanding the foregoing, if the Master Servicer engages a
Subcontractor in connection with the performance of any of its duties under this
Agreement, the Master Servicer shall be responsible for determining whether such
Subcontractor is an Additional Servicer.
The Master Servicer shall indemnify the Depositor, the Sponsor, the
Trustee, the Custodian and the Securities Administrator and any of their
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
Master Servicer's obligation set forth in the preceding paragraph or the failure
of the Master 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 Master
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 involved in the performance of its obligations as
Master Servicer hereunder. These policies must insure the Master Servicer
against losses resulting from dishonest or fraudulent acts committed by the
Master Servicer's personnel, any employees of outside firms that provide data
processing services for the Master Servicer, and temporary contract employees or
student interns. No
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provision of this Section 3.03 requiring such fidelity bond and errors and
omissions insurance shall diminish or relieve the Master 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 ββββββ βββ� in the ββββββ Mae Servicing Guide
or by βββββββ� Mac in the βββββββ� βββ� βββββββ�' & Servicers' Guide, as amended or
restated from time to time, or in an amount as may be permitted to the Master
Servicer by express waiver of ββββββ βββ� or βββββββ� Mac. In the event that any
such policy or bond ceases to be in effect, the Master Servicer shall obtain a
comparable replacement policy or bond from an insurer or issuer, meeting the
requirements set forth above as of the date of such replacement.
Section 3.04 Access to Certain Documentation. The Master Servicer shall
provide, and the Master Servicer shall cause each Servicer to provide in
accordance with the related Servicing Agreement, to the OCC, the OTS, the FDIC
and to comparable regulatory authorities supervising Holders of Certificates and
the examiners and supervisory agents of the OCC, the OTS, the FDIC and such
other authorities, access to the documentation required by applicable
regulations of the OCC, the OTS, the FDIC and such other authorities with
respect to the Mortgage Loans. Such access shall be afforded without charge, but
only upon reasonable and prior written request and during normal business hours
at the offices designated by the Master Servicer and the related Servicer. In
fulfilling such request for access, the Master Servicer shall not be responsible
to determine the sufficiency of any information provided by such Servicer.
Nothing in this Section 3.04 shall limit the obligation of the Master Servicer
and the related Servicer to observe any applicable law and the failure of the
Master Servicer or the related 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. (a)
The Master Servicer shall not take, or permit any Servicer (to the extent such
action is prohibited under the applicable Servicing Agreement) to take, any
action that would result in noncoverage under any applicable Primary Mortgage
Insurance Policy of any loss which, but for the actions of the Master Servicer
or such Servicer, would have been covered thereunder. The Master Servicer shall
use its best reasonable efforts to cause each Servicer (to the extent required
under the related Servicing Agreement) to keep in force and effect (to the
extent that the Mortgage Loan requires the Mortgagor to maintain such
insurance), primary mortgage insurance applicable to each Mortgage Loan in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. The Master Servicer shall not, and shall not permit
any Servicer (to the extent required under the related Servicing Agreement) to,
cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in
effect at the date of the initial issuance of the Mortgage Note and is required
to be kept in force hereunder except in accordance with the provisions of this
Agreement and the related Servicing Agreement, as applicable.
(b) The Master Servicer agrees to present, or to cause each Servicer (to
the extent required under the related Servicing Agreement) to present, on behalf
of the Trust, the Trustee and the Certificateholders, claims to the insurer
under any Primary Mortgage Insurance Policies and, in this regard, to take such
reasonable action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to
Sections 3.08 and 3.09, any amounts collected by the Master Servicer or any
Servicer under any
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Primary Mortgage Insurance Policies shall be deposited in the Master Servicer
Custodial Account, subject to withdrawal pursuant to Section 3.11.
Section 3.06 Rights of the Depositor, the Securities Administrator and the
Trustee in Respect of the Master Servicer. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer hereunder and may,
but is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer hereunder and in connection with any such
defaulted obligation to exercise the related rights of the Master Servicer
hereunder; provided that the Master Servicer shall not be relieved of any of its
obligations hereunder by virtue of such performance by the Depositor or its
designee. None of the Securities Administrator, the Trustee or the Depositor
shall have any responsibility or liability for any action or failure to act by
the Master Servicer and the Securities Administrator, the Trustee or the
Depositor shall not be obligated to supervise the performance of the Master
Servicer hereunder or otherwise.
Section 3.07 Trustee to Act as Master Servicer. (a) In the event the Master
Servicer or any successor master servicer shall for any reason no longer be the
Master Servicer hereunder (including by reason of an Event of Default), the
Trustee as trustee hereunder shall within 90 days of such time, assume, if it so
elects, or shall appoint a successor Master Servicer to assume, all of the
rights and obligations of the Master Servicer hereunder arising thereafter. Any
such assumption shall be subject to Sections 7.02 and 8.05.
(b) The predecessor Master Servicer at its expense shall, upon request of
the Trustee, deliver to the assuming party all master servicing documents and
records and an accounting of amounts collected or held by the Master Servicer,
and shall transfer control of the Master Servicer Custodial Account and any
investment accounts to the successor Master Servicer, and otherwise use its best
efforts to effect the orderly and efficient transfer of its rights and duties as
Master Servicer hereunder to the assuming party. The Trustee shall be entitled
to be reimbursed from the predecessor Master Servicer (or the Trust if the
predecessor Master Servicer is unable to fulfill such obligations) for all
Master Servicing Transfer Costs.
Section 3.08 Servicer Custodial Accounts and Escrow Accounts. (a) The
Master Servicer shall enforce the obligation of each Servicer to establish and
maintain a Servicer Custodial Account in accordance with the applicable
Servicing Agreement, with records to be kept with respect thereto on a loan by
loan basis, into which accounts shall be deposited within 48 hours (or as of
such other time specified in the related Servicing Agreement) of receipt all
collections of principal and interest on any Mortgage Loan and all collections
with respect to any REO Property received by a Servicer, including Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds, Recoveries and Advances
made from the Servicer's own funds (less servicing compensation as permitted by
the applicable Servicing Agreement in the case of any Servicer) and all other
amounts to be deposited in the Servicer Custodial Account. The Master Servicer
is hereby authorized to make withdrawals from and deposits to the related
Servicer Custodial Account for purposes required or permitted by this Agreement.
(b) The Master Servicer shall also enforce the obligation of each Servicer
to establish and maintain a Buy-Down Account in accordance with the applicable
Servicing Agreement, with records to be kept with respect thereto on a Mortgage
Loan by Mortgage Loan basis, into which
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accounts any Buy-Down Funds shall be deposited within 48 hours (or as of such
other time specified in the related Servicing Agreement) of receipt thereof. The
Master Servicer is hereby authorized to make withdrawals from and deposits to
the related Buy-Down Account for purposes required or permitted by this
Agreement. In addition, the Master Servicer shall enforce the obligation of each
Servicer to withdraw from the Buy-Down Account and deposit in immediately
available funds in the Servicer Custodial Account an amount which, when added to
such Mortgagor's payment, will equal the full monthly payment due under the
related Mortgage Note.
(c) To the extent required by the related Servicing Agreement and by the
related Mortgage Note and not violative of current law, the Master Servicer
shall enforce the obligation of each Servicer to establish and maintain one or
more escrow accounts (for each Servicer, collectively, the "Escrow Account") and
deposit and retain therein all collections from the Mortgagors (or Advances by
such Servicer) for the payment of taxes, assessments, hazard insurance premiums
or comparable items for the account of the Mortgagors. Nothing herein shall
require the Master Servicer to compel a Servicer to establish an Escrow Account
in violation of applicable law.
Section 3.09 Collection of Mortgage Loan Payments; Master Servicer
Custodial Account; Certificate Account; Reserve Fund; and Yield Maintenance
Agreement. (a) Continuously from the date hereof until the principal and
interest on all Mortgage Loans are paid in full, the Master Servicer shall
enforce the obligations of the Servicers to collect all payments due under the
terms and provisions of the Mortgage Loans when the same shall become due and
payable to the extent such procedures shall be consistent with the applicable
Servicing Agreement.
(b) The Securities Administrator shall establish and maintain the
Certificate Account, which shall be deemed to consist of six sub-accounts and
into which the Master Servicer will deposit on or prior to 11:00 a.m. New York
time, five (5) calendar days preceding each Distribution Date (or, if such
calendar day is not a Business Day, the succeeding Business Day) all amounts on
deposit in the Master Servicer Custodial Account for distribution to
Certificateholders.
(c) The Master Servicer shall establish and maintain the Master Servicer
Custodial Account, which shall be an Eligible Account. The Master Servicer
shall, promptly upon receipt, deposit in the Master Servicer Custodial Account
and retain therein any amounts which are required to be deposited in the Master
Servicer Custodial Account by the Master Servicer.
(d) (i) The Securities Administrator shall establish and maintain the
Reserve Fund, held in trust for the benefit of the Holders of the Class 3-A-1
Certificates. The Securities Administrator shall deposit in the Reserve Fund on
the date received by it the related Yield Maintenance Agreement Payment, if any,
received from the Counterparty for the related Distribution Date. Funds on
deposit in the Reserve Fund shall remain uninvested. On each Distribution Date,
the Securities Administrator shall withdraw from the Reserve Fund the Yield
Maintenance Agreement Payment, if any, received in respect of such Distribution
Date and shall distribute such amount to the Class 3-A-1 Certificates.
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(ii) The Securities Administrator and the Trustee shall account for
the Reserve Fund and the Yield Maintenance Agreement and the rights with
respect thereto as, for federal income tax purposes, a "grantor trust" as
described in Subpart E of Part I of Subchapter J of the Code and Treasury
Regulation Section 301.7701-4(c)(2) and not as assets of any REMIC created
pursuant to this Agreement. The Securities Administrator shall apply for a
taxpayer identification number on IRS Form SS-4 and any similarly required
state or local forms or using any other acceptable method for all tax
entities. The Securities Administrator shall furnish or caused to be
furnished to the Holders of the Class 3-A-1 Certificates and shall file or
cause to be filed IRS Form 1041 and such other forms as may be required by
the Code and regulations promulgated thereunder and any similar state or
local laws with respect to the allocable shares of income and expenses with
respect to the assets of the Reserve Fund Grantor Trust at the time and in
the manner required by the Code and regulations promulgated thereunder and
any similar state or local laws. The beneficial owners of the Yield
Maintenance Agreement and the Reserve Fund are the Holders of the Class
3-A-1 Certificates. The Reserve Fund is an "outside reserve fund" within
the meaning of Treasury Regulations Section 1.860G-2(h) that is owned by
the holders of the Class 3-A-1 Certificates.
(iii) Any amounts in the Reserve Fund paid by the Securities
Administrator pursuant to this Section 3.09(d) to the Class 3-A-1
Certificates shall be accounted for by the Securities Administrator as
amounts paid to the Class 3-A-1 Certificates from, for federal income tax
purposes, a grantor trust as described in Subpart E of Part I of Subchapter
J of the Code and Treasury Regulation Section 301.7701-4(c)(2) unless
required otherwise by applicable law or an applicable taxing authority. The
Securities Administrator shall prepare, sign and file all of the tax
returns in respect of such grantor trust. In addition, the Securities
Administrator shall account for the right of the Class 3-A-1 Certificates
to receive amounts from the Reserve Fund as rights in limited recourse
interest rate cap contracts written by the Counterparty in favor of the
Class 3-A-1 Certificates. Thus, for tax purposes, each Class 3-A-1
Certificate shall be treated as representing not only ownership of a
"regular interest" in the Upper-Tier REMIC within the meaning of Code
Section 860G(a)(1), but also ownership of an interest in a notional
principal contract.
(iv) For federal tax return and information reporting purposes, the
right of the Holders of the Class 3-A-1 Certificates to receive payments
under the Yield Maintenance Agreement shall be assumed to have a value of
zero as of the Closing Date unless and until required otherwise by an
applicable taxing authority.
(e) On a daily basis within one (1) Business Day of receipt (except as
otherwise specifically provided herein), the Master Servicer shall deposit or
cause to be deposited in the Master Servicer Custodial Account the following
payments and collections remitted to the Master Servicer by each Servicer from
its respective Servicer Custodial Account pursuant to the related Servicing
Agreement or otherwise or received by the Master Servicer in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest due on the Mortgage Loans on or before the Cut-off Date)
and the following amounts required to be deposited hereunder:
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(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) (A) all Insurance Proceeds and Liquidation Proceeds, other than
Insurance Proceeds to be (1) applied to the restoration or repair of the
Mortgaged Property, (2) released to the Mortgagor in accordance with
Customary Servicing Procedures or (3) required to be deposited to an Escrow
Account pursuant to Section 3.08 and (B) any Insurance Proceeds released
from an Escrow Account;
(iv) any amount required to be deposited by the Master Servicer
pursuant to Section 3.09(f) in connection with any losses on Permitted
Investments with respect to the Master Servicer Custodial Account;
(v) any amounts relating to REO Property required to be remitted by
the applicable Servicer;
(vi) Periodic Advances made by the applicable Servicer pursuant to the
related Servicing Agreement (or, if applicable, by the Master Servicer or
the Trustee pursuant to Section 3.19 or the Trustee pursuant to Section
8.01) and any Compensating Interest paid by the applicable Servicer
pursuant to the related Servicing Agreement;
(vii) all Purchase Prices, all Substitution Adjustment Amounts and all
Reimbursement Amounts to the extent received by the Master Servicer;
(viii) any Recoveries;
(ix) any Buy-Down Funds required to be deposited pursuant to Section
3.08; and
(x) any other amounts required to be deposited hereunder.
If the Master Servicer shall deposit any amount not required to be
deposited, it may at any time withdraw such amount from the Master Servicer
Custodial Account, any provision herein to the contrary notwithstanding. All
funds required to be deposited in the Master Servicer Custodial Account shall be
held by the Master Servicer in trust for the Certificateholders until disbursed
in accordance with this Agreement or withdrawn in accordance with Section 3.11.
(f) Each institution at which the Master Servicer Custodial Account is
maintained shall invest the funds therein as directed in writing by the Master
Servicer in Permitted Investments, which shall mature not later than the date on
which the Master Servicer is required to remit to the Securities Administrator
pursuant to Section 3.09(b) and shall not be sold or disposed of prior to its
maturity. All such Permitted Investments shall be made in the name of the
Trustee, for the benefit of the Certificateholders. All Master Servicer
Custodial Account Reinvestment Income shall be for the benefit of the Master
Servicer as part of its master servicing compensation and shall be remitted to
the Master Servicer monthly as provided herein.
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The amount of any losses realized in the Master Servicer Custodial Account
incurred in any such account in respect of any such investments shall promptly
be deposited by the Master Servicer from its own funds in the Master Servicer
Custodial Account.
(g) Each institution at which the Certificate Account is maintained shall
invest the funds therein if directed in writing by the Securities Administrator
in Permitted Investments that are obligations of the institution that maintains
the Certificate Account, which shall mature on the Distribution Date and shall
not be sold or disposed of prior to its maturity. All such Permitted Investments
shall be made in the name of the Trustee, for the benefit of the
Certificateholders. All income and gains net of any losses realized since the
preceding Distribution Date from Permitted Investments of funds in the
Certificate Account shall be for the benefit of the Securities Administrator as
its compensation and the amount of any losses realized in the Certificate
Account in respect of any such Permitted Investments shall promptly be deposited
by the Securities Administrator from its own funds in the Certificate Account.
(h) The Master Servicer shall give notice to the Depositor, the Trustee,
the Securities Administrator and the Rating Agencies of any proposed change of
location of the Master Servicer Custodial Account not later than 30 days after
and not more that 45 days prior to any change thereof. The Securities
Administrator shall give notice to the Depositor, the Trustee, the Master
Servicer and the Rating Agencies of any proposed change of the location of the
Certificate Account maintained by the Securities Administrator not later than 30
days after and not more than 45 days prior to any change thereof. The creation
of the Master Servicer Custodial Account and the Certificate Account shall be
evidenced by a certification substantially in the form attached hereto as
Exhibit F.
(i) The Securities Administrator shall designate each of the Intermediate
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 assets of the Trust Estate by the Depositor), the
Securities Administrator shall, from funds available on deposit in the
Certificate Account, be deemed to deposit into the Intermediate Lower-Tier
Certificate Sub-Account, the Lower-Tier Distribution Amount. The Securities
Administrator shall then immediately, from funds available in the Intermediate
Lower-Tier Certificate Sub-Account, be deemed to deposit into the Upper-Tier
Certificate Sub-Account, the Intermediate Lower-Tier Distribution Amount.
Section 3.10 Access to Certain Documentation and Information Regarding the
Mortgage Loans. The Master Servicer shall afford and shall enforce the
obligation of the Servicers to afford the Securities Administrator and 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 Master Servicer or the applicable Servicer.
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Section 3.11 Permitted Withdrawals from the Certificate Account and the
Master Servicer Custodial Account. (a)The Securities Administrator shall
withdraw funds from the Certificate Account for distributions to
Certificateholders in the manner specified in this Agreement. In addition, the
Master Servicer may from time to time make withdrawals from the Master Servicer
Custodial Account for the following purposes:
(i) to pay to the Servicers (to the extent not previously retained by
them), the Servicing Fee to which they are entitled pursuant to the
Servicing Agreements and to pay itself any Master Servicer Custodial
Account Reinvestment Income;
(ii) to pay to the Securities Administrator and the Trustee any
amounts due to the Securities Administrator and the Trustee under this
Agreement (including, but not limited to, all amounts provided for under
Section 3.02, Section 3.07, Section 8.05 and Section 9.11, other than the
amounts provided for in the first sentence of Section 9.11);
(iii) to reimburse the Servicers (or, if applicable, itself or the
Trustee) for unreimbursed Advances made pursuant to the related Servicing
Agreement (or in the case of itself or the Trustee, pursuant to Section
3.19 or Section 8.01, as applicable), such right of reimbursement pursuant
to this clause (iii) being limited first to amounts received on the
Mortgage Loans serviced by such Servicer in the related Loan Group in
respect of which any such Advance was made and then limited to amounts
received on all the Mortgage Loans serviced by such Servicer (or, if
applicable, the Master Servicer or the Trustee) in respect of which any
such Advance was made;
(iv) to reimburse the Servicers (or, if applicable, itself or the
Trustee) for any Nonrecoverable Advance previously made, such right of
reimbursement pursuant to this clause (iv) 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 and then
limited to amounts received on all the Mortgage Loans serviced by such
Servicer (of, if applicable, the Master Servicer or the Trustee);
(v) to reimburse the Servicers for Insured Expenses from the related
Insurance Proceeds;
(vi) to pay to the purchaser, with respect to each Mortgage Loan or
REO Property that has been purchased pursuant to Section 2.02 or 2.04, all
amounts received thereon after the date of such purchase;
(vii) 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;
(viii) to withdraw any amount deposited in the Master Servicer
Custodial Account and not required to be deposited therein; and
(ix) to clear and terminate the Master Servicer Custodial Account upon
termination of this Agreement pursuant to Section 10.01.
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If the Master Servicer shall remit to the Securities Administrator any amount
not required to be remitted, it may at any time direct the Securities
Administrator 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 Securities
Administrator which describes the amounts remitted in error to the Securities
Administrator for deposit to the Certificate Account.
(b) 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 Upper-Tier Regular Interests and the Class 1-A-R
Certificate (in respect of the Class UR Interest) as provided in Sections 5.01
and 5.02. The Certificate Account shall be cleared and terminated upon
termination of this Agreement pursuant to Section 10.01.
Section 3.12 Maintenance of Hazard Insurance and Other Insurance. (a) For
each Mortgage Loan, the Master Servicer shall enforce any obligation of the
Servicers under the related Servicing Agreements to maintain or cause to be
maintained fire, flood and hazard insurance with extended coverage customary in
the area where the Mortgaged Property is located in accordance with the related
Servicing Agreements. It is understood and agreed that such insurance provided
for in this Section 3.12 shall be with insurers meeting the eligibility
requirements set forth in the applicable Servicing Agreement and that no
earthquake or other additional insurance is to be required of any Mortgagor or
to be maintained on property acquired in respect of a defaulted loan, other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance.
(b) Pursuant to Sections 3.08 and 3.09, any amounts collected by the Master
Servicer, or by any Servicer, under any insurance policies (other than amounts
to be applied to the restoration or repair of the property subject to the
related Mortgage or released to the Mortgagor in accordance with the applicable
Servicing Agreement) shall be deposited into the Master Servicer Custodial
Account, subject to withdrawal pursuant to Sections 3.09 and 3.11. Any cost
incurred by the Master Servicer or any Servicer in maintaining any such
insurance if the Mortgagor defaults in its obligation to do so shall be added to
the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so
permit; provided, however, that the addition of any such cost shall not be taken
into account for purposes of calculating the distributions to be made to
Certificateholders and shall be recoverable by the Master Servicer or such
Servicer pursuant to Sections 3.08 and 3.09.
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Section 3.13 Presentment of Claims and Collection of Proceeds. The Master
Servicer shall (to the extent provided in the applicable Servicing Agreement)
cause the related Servicer to, prepare and present on behalf of the Trust and
the Certificateholders all claims under the Insurance Policies and take such
actions (including the negotiation, settlement, compromise or enforcement of the
insured's claim) as shall be necessary to realize recovery under such policies.
Any proceeds disbursed to the Master Servicer (or disbursed to a Servicer and
remitted to the Master Servicer) in respect of such policies, bonds or contracts
shall be promptly deposited in the Master Servicer Custodial Account upon
receipt, except that any amounts realized that are to be applied to the repair
or restoration of the related Mortgaged Property as a condition precedent to the
presentation of claims on the related Mortgage Loan to the insurer under any
applicable Insurance Policy need not be so deposited (or remitted).
Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption Agreements. To
the extent provided in the applicable Servicing Agreement and to the extent
Mortgage Loans contain enforceable due-on-sale clauses, the Master Servicer
shall cause the Servicers to enforce such clauses in accordance with the
applicable Servicing Agreement. If applicable law prohibits the enforcement of a
due-on-sale clause or such clause is otherwise not enforced in accordance with
the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan is
assumed, the original Mortgagor may be released from liability in accordance
with the applicable Servicing Agreement.
Section 3.15 Realization Upon Defaulted Mortgage Loans; REO Property. (a)
The Master Servicer shall cause each Servicer (to the extent required under the
related Servicing Agreement) 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, all in accordance with the
applicable Servicing 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 Master Servicer shall
enforce the obligation of the Servicers, to the extent provided in the
applicable Servicing Agreement, to (i) cause the name of the Trust to be placed
on the title to such REO Property and (ii) ensure that the title to such REO
Property references this Agreement. The Master Servicer shall, to the extent
provided in the applicable Servicing Agreement, cause the applicable Servicer to
sell any REO Property as expeditiously as possible and in accordance with the
provisions of this Agreement and the related Servicing Agreement, as applicable.
Pursuant to its efforts to sell such REO Property, the Master Servicer shall
cause the applicable Servicer to protect and conserve such REO Property in the
manner and to the extent required by the applicable Servicing Agreement, subject
to the REMIC Provisions. In the event that the Trust Estate acquires any
Mortgaged Property as aforesaid or otherwise in connection with a default or
imminent default on a Mortgage Loan, the Master Servicer shall enforce the
obligation of the related Servicer to dispose of such Mortgaged Property within
the time period specified in the applicable Servicing Agreement, but in any
event within three years after the acquisition by the Servicer for the Trust
(such period, the "REO Disposition Period") unless (i) the Servicer provides to
the Trustee, the Master Servicer and the Securities Administrator an Opinion of
Counsel to the effect that the holding by the Trust of such Mortgaged Property
subsequent to three years after its acquisition will not result in the
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imposition of taxes on "prohibited transactions" of the Trust as defined in
Section 860F of the Code or under the law of any state in which real property
securing a Mortgage Loan owned by the Trust is located or cause any REMIC
created hereunder to fail to qualify as a REMIC for federal income tax purposes
or for state tax purposes under the laws of any state in which real property
securing a Mortgage Loan owned by the Trust is located at any time that any
Certificates are outstanding or (ii) the Servicer shall have applied for and
received an extension of such period from the Internal Revenue Service, in which
case the Trust Estate may continue to hold such Mortgaged Property for the
period of such extension.
(c) The Master Servicer shall, to the extent required by the related
Servicing Agreement, cause the applicable Servicer to deposit all funds
collected and received in connection with the operation of any REO Property in
the Servicer Custodial Account.
(d) The applicable Servicer, upon the final disposition of any REO
Property, shall be entitled to reimbursement for any related unreimbursed
Advances and other unreimbursed advances as well as any unpaid Servicing Fees
from Liquidation Proceeds received in connection with the final disposition of
such REO Property; provided that any such unreimbursed Advances as well as any
unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to
final disposition, out of any net rental income or other net amounts derived
from such REO Property.
(e) The Liquidation Proceeds from the final disposition of the REO
Property, net of any payment to the applicable Servicer as provided above shall
be deposited in the related Servicer Custodial Account on or prior to the
Determination Date in the month following receipt thereof and be remitted by
wire transfer in immediately available funds to the Master Servicer for deposit
into the Master Servicer Custodial Account.
Notwithstanding any other provision of this Agreement, the Master Servicer
shall not permit any Mortgaged Property acquired by the Trust to 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, (ii) result in
the receipt by any REMIC created hereunder of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net
income from foreclosure property" which is subject to taxation under the REMIC
Provisions or (iii) subject any REMIC created hereunder to the imposition of any
federal, state or local income taxes on the income earned from such Mortgaged
Property under Section 860G(c) of the Code or otherwise, unless the Master
Servicer or related Servicer, as applicable, has agreed to indemnify and hold
harmless the Trust with respect to the imposition of any such taxes.
Notwithstanding any other provision of this Agreement, the Master Servicer
and the Securities Administrator, as applicable, shall comply with all federal
withholding requirements with respect to payments to Certificateholders of
interest or original issue discount that the Master Servicer or the Securities
Administrator reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for any such withholding. Without
limiting the foregoing, the Securities Administrator agrees that it will not
withhold with respect to payments of interest or original issue discount in the
case of a Certificateholder that has
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furnished or caused to be furnished an effective Form W-8 or an acceptable
substitute form or a successor form and who is not a "10 percent shareholder"
within the meaning of Code Section 871(h)(3)(B) or a "controlled foreign
corporation" described in Code Section 881(c)(3)(C) with respect to the Trust or
the Depositor. In the event the Securities Administrator withholds any amount
from interest or original issue discount payments or advances thereof to any
Certificateholder pursuant to federal withholding requirements, the Securities
Administrator shall indicate the amount withheld to such Certificateholder.
Section 3.16 Trustee to Cooperate; Release of Mortgage Files. Upon the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer or
the related Servicer of a notification that payment in full will be escrowed in
a manner customary for such purposes, the Master Servicer or the related
Servicer will immediately notify the Trustee (or, at the direction of the
Trustee, a Custodian) by delivering, or causing to be delivered, two copies (one
of which will be returned to the related Servicer with the Mortgage File) of a
Request for Release (which may be delivered in an electronic format acceptable
to the Trustee and the Master Servicer or the related Servicer). Upon receipt of
such request, the Trustee or a Custodian, as applicable, shall within seven (7)
Business Days release the related Mortgage File to the Master Servicer or the
related Servicer. The Trustee shall at the Master Servicer's or the related
Servicer's direction execute and deliver to the Master Servicer or the related
Servicer the request for reconveyance, deed of reconveyance or release or
satisfaction of mortgage or such instrument releasing the lien of the Mortgage
relating to the Mortgage Loan, in each case provided by the Master Servicer or
the related Servicer, together with the Mortgage Note with written evidence of
cancellation thereon. If the Mortgage has been recorded in the name of MERS or
its designee, the Master Servicer shall enforce the applicable Servicer's
obligation under the related Servicing Agreement 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 of the Mortgage Loan.
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 Primary Mortgage Insurance Policy, 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 a Custodian, as
applicable, shall, upon delivery to the Trustee (or, at the direction of the
Trustee, a Custodian) of a Request for Release signed by a Master Servicing
Officer or a Servicing Officer, release the Mortgage File within seven (7)
Business Days to the Master Servicer or the related Servicer. Subject to the
further limitations set forth below, the Master Servicer or the applicable
Servicer shall cause the Mortgage Files so released to be returned to the
Trustee or a Custodian, as applicable, when the need therefor no longer exists,
unless the Mortgage Loan is liquidated and the proceeds thereof are deposited in
the related Servicer Custodial Account, in which case such Servicer shall
deliver to the Trustee or a Custodian, as applicable, a Request for Release,
signed by a Servicing Officer.
If the Master Servicer or any related Servicer at any time seeks to
initiate a foreclosure proceeding in respect of any Mortgaged Property as
authorized by this Agreement or the Servicing Agreement, the Master Servicer or
any related Servicer shall deliver or cause to be delivered to the Trustee, for
signature, as appropriate, any court pleadings, requests for trustee's
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sale or other documents necessary to effectuate such foreclosure or any legal
action brought to obtain judgment against the Mortgagor on the Mortgage Note or
the Mortgage or to obtain a deficiency judgment or to enforce any other remedies
or rights provided by the Mortgage Note or the Mortgage or otherwise available
at law or in equity.
Section 3.17 Documents, Records and Funds in Possession of the Master
Servicer to be Held for the Trustee. Notwithstanding any other provisions of
this Agreement, the Master Servicer shall cause each Servicer to transmit to the
Trustee (or a Custodian on behalf of the Trustee) as required by this Agreement
and the Servicing Agreements all documents and instruments in respect of a
Mortgage Loan coming into the possession of the Servicer from time to time and
shall account fully to the Trustee for any funds received by the Master Servicer
or the related Servicer or which otherwise are collected by the Master Servicer
or the related Servicer as Liquidation Proceeds, Recoveries or Insurance
Proceeds in respect of any Mortgage Loan. All Mortgage Files and funds collected
or held by, or under the control of, the Master Servicer or the related 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 Master Servicer Custodial Account or any Servicer
Custodial Account, shall be held by the Master Servicer or the related Servicer
for and on behalf of the Trustee and shall be and remain the sole and exclusive
property of the Trustee on behalf of the Trust, subject to the applicable
provisions of this Agreement and the related Servicing Agreement. The Master
Servicer also agrees that it shall not, and shall enforce any requirement under
the related Servicing Agreement that the related Servicer shall not, knowingly
create, incur or subject any Mortgage File or any funds that are deposited in
any Master Servicer Custodial Account, any Servicer Custodial Account, the
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 Master Servicer or 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 Master Servicer shall be entitled to set off against
and deduct from any such funds any amounts that are properly due and payable to
the Master Servicer under this Agreement.
Section 3.18 Master Servicer Compensation. As compensation for its services
hereunder, the Master Servicer shall be entitled to the Master Servicer
Custodial Account Reinvestment Income. The Master Servicer shall be required to
pay all expenses incurred by it in connection with its master servicing
activities hereunder and shall not be entitled to reimbursement therefor except
as specifically provided in this Agreement.
Section 3.19 Advances. The Master Servicer shall enforce the obligations of
each Servicer to make a Periodic Advance in accordance with the applicable
Servicing Agreement. A Servicer shall be entitled to be reimbursed from the
applicable Servicer Custodial Account for all Advances of its own funds made
pursuant to the related Servicing Agreement. Based upon information set forth in
the servicer reports, the Master Servicer shall inform the Securities
Administrator of the amount of the Periodic Advance to be made by a Servicer on
each applicable Advance Date no later than the related Remittance Date. If a
Servicer fails to make any required Periodic Advance pursuant to the related
Servicing Agreement, the Master Servicer shall (i) unless the Master Servicer
determines that such Periodic Advance would not be
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recoverable in its good faith business judgment, make such Periodic Advance not
later than the Business Day on which the Master Servicer is required to remit
funds to the Securities Administrator pursuant to Section 3.09(b) and (ii) to
the extent such failure leads to the termination of the Servicer and until such
time as a successor Servicer is appointed, continue to make Periodic Advances
required pursuant to the related Servicing Agreement for any Distribution Date,
within the same time frame set forth in (i) above, unless the Master Servicer
determines (to the extent provided in the related Servicing Agreement) that such
Periodic Advance would not be recoverable. If the Master Servicer is unable to
make a Periodic Advance required to be made by it in accordance with this
Section 3.19, the Master Servicer shall immediately, and in no event later than
5:00 P.M. New York time on the Business Day on which the Master Servicer is
required to remit funds to the Securities Administrator pursuant to Section
3.09(b), give written notice thereof to the Trustee, the Securities
Administrator and the Depositor.
Section 3.20 Annual Statement as to Compliance. (a)Each of the Master
Servicer and the Securities Administrator shall deliver, and shall cause any
Additional Servicer engaged by it to deliver, or otherwise make available to the
Depositor and the Securities Administrator (and the Securities Administrator
will forward to the Trustee and each Rating Agency), no later than March 15th of
each calendar year beginning in 2007, an Officer's Certificate (each, together
with such similar certificate delivered by each Servicer as described in Section
3.20(b), 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 case of an Additional
Servicer has been made under such officers' supervision and (b) to the best of
such officer's knowledge, based on such review, such party has fulfilled all of
its obligations under this Agreement or such applicable agreement in 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 the nature and status
thereof. Such Compliance Statements shall contain no restrictions or limitations
on its use. The obligations of the Master Servicer and the Securities
Administrator under this Section apply to each entity that acted as Master
Servicer or Securities Administrator, as applicable, during the applicable
period, whether or not such entity is acting as Master Servicer or Securities
Administrator at the time such Compliance Statement is required to be delivered.
(b) In the event the Master Servicer or the Securities Administrator 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 Master Servicer or the Securities Administrator 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. The Master Servicer shall enforce any
obligation of each Servicer, to the extent set forth in the related Servicing
Agreement, to deliver to the Master Servicer a Compliance Statement within the
time frame set forth in, and in such form and substance as may be required
pursuant to, the related Servicing Agreement. The Master Servicer shall include
such Compliance Statements of the Servicers with its own Compliance Statement to
be submitted pursuant to this Section 3.20.
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Section 3.21 Assessments of Compliance and Attestation Reports. (a)Each of
the Master Servicer, the Securities Administrator 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
Securities Administrator 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, together with such similar report delivered
by each Servicer as described in Section 3.21(c), an "Assessment of
Compliance"), 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 10-K
is required to be filed, the Master Servicer, the Securities Administrator and
the Custodian shall each forward to the Securities Administrator and the
Depositor 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 Master
Servicer, the Securities Administrator and the Custodian (or any Servicing
Function Participant engaged by them) submit their assessments to the Securities
Administrator and the Depositor, 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 Securities
Administrator shall confirm that the Assessments of Compliance, taken
individually address the Relevant Servicing Criteria for each party as set forth
on Exhibit Q and on any similar exhibit set forth in each Servicing Agreement in
respect of each Servicer 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. The Custodian and any Servicing
Function Participant engaged by it shall not be required to deliver or cause the
delivery of such Assessments of Compliance 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.
(b) Each of the Master Servicer, the Securities Administrator 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 Master Servicer, the Securities Administrator,
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, together with such similar report delivered by each
Servicer as described in Section 3.21(c), an "Attestation Report") to the
Securities Administrator and the Depositor, to the effect
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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. If requested by the Depositor, such report shall contain or be
accompanied by a consent of such accounting firm to inclusion or incorporation
of such report in the Depositor's registration statement on Form S-3 relating to
the Offered Certificates and the Form 10-K for the Trust.
Promptly after receipt of such Attestation Reports, the Securities
Administrator shall confirm that each Assessment of Compliance is coupled with a
related Attestation Report and shall notify the Depositor of any exceptions. The
Master Servicer shall include each such Attestation Report furnished to it by
the Servicers with its own Attestation Report to be submitted to the Securities
Administrator pursuant to this Section 3.21. None of the Master Servicer, the
Securities Administrator or any Servicing Function Participant engaged by 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. The Custodian and any
Servicing Function Participant engaged by it shall not be required to deliver or
cause the delivery of such Attestation Report 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) The Master Servicer shall enforce any obligation of each Servicer, to
the extent set forth in the related Servicing Agreement, to deliver to the
Master Servicer an Assessment of Compliance and related Attestation Report
within the time frame set forth in, and in such form and substance as may be
required pursuant to, the related Servicing Agreement. The Master Servicer shall
include such Assessments of Compliance and Attestation Reports of the Servicers
with its own Assessment of Compliance and related Attestation Report to be
submitted pursuant to this Section 3.21.
(d) In the event the Master Servicer, the Custodian or the Securities
Administrator 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 Master Servicer or the
Securities Administrator was subject to this Agreement.
Section 3.22 Reports to the Commission. (a) The Securities Administrator
and the Master Servicer shall reasonably cooperate with the Depositor in
connection with the Trust's
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satisfying its reporting requirements under the Exchange Act. Without limiting
the generality of the foregoing, the Securities Administrator 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 Master Servicer 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 Securities Administrator 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 Securities Administrator
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 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 R hereto to the Depositor and the Securities Administrator and
directed and approved by the Depositor pursuant to the following paragraph, and
the Securities Administrator 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 R hereto, within 5 calendar days after the related
Distribution Date, (i) the parties described on Exhibit R shall be required to
provide to the Securities Administrator (at βββ�.βββ�.βββββββββββββ@ββββββββββ.βββ�
with a copy by facsimile to 410-715-2380) and the Depositor, to the extent known
by a responsible officer thereof, in βββββ�-compatible format, or in such other
format as otherwise agreed upon by the Securities Administrator and such party,
any Additional Form 10-D Disclosure, if applicable, together with an Additional
Disclosure Notification in the form of Exhibit V 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 Securities
Administrator shall compile all such information provided to it in a Form 10-D
prepared by it. The Securities Administrator has no duty under this Agreement to
monitor or enforce the performance by the parties listed on Exhibit R 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
Securities Administrator 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 Securities Administrator shall, upon
request, forward electronically a copy of the Form 10-D to the Master Servicer
for review and, only if Additional Form 10-D Disclosure is contained therein,
the Securities Administrator shall forward such Form 10-D to the Depositor for
review. Within 2 Business Days after receipt of such copy, the Depositor shall
notify the Securities Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-D. In the absence
of any written changes or approval, the Securities Administrator shall be
entitled to assume that such Form 10-D is in final form and the Securities
Administrator may proceed with the execution and filing of the Form 10-D. A duly
authorized officer of the Master Servicer shall sign each Form 10-D. If a Form
10-D cannot be filed on time or if a previously filed Form 10-D needs to be
amended, the Securities Administrator will follow the procedures set forth in
Section 3.22(f)(ii). Form 10-D requires the registrant to indicate (by checking
"yes" or "no") that it "(1) has filed all
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reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days." The Depositor hereby represents to the
Securities Administrator that the Depositor has filed all such required reports
during the preceding 12 months and that is has been subject to such filing
requirement for the past 90 days. The Depositor shall notify the Securities
Administrator in writing, no later than the fifth calendar day after the related
Distribution Date with respect to the filing of a report on Form 10-D, if the
answer to either question should be "no." The Securities Administrator shall be
entitled to rely on such representations in preparing, executing and/or filing
any such report. Promptly (but no later than 1 Business Day) after filing with
the Commission, the Securities Administrator will make available on its internet
website a final executed copy of each Form 10-D prepared and filed by the
Securities Administrator. The signing party at the Master Servicer can be
contacted at the address specified in Section 11.05. Each party to this
Agreement acknowledges that the performance by the Master Servicer and
Securities Administrator 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 upon
the Servicers, the Custodian and any Servicing Function Participant strictly
observing deadlines no later than these set forth in this paragraph that are
applicable to the parties to this Agreement in the delivery to the Securities
Administrator of any necessary Additional Form 10-D Disclosure pursuant to the
related Servicing Agreements, any custodial agreement or any other applicable
agreement. Neither the Master Servicer nor the Securities Administrator shall
have any liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or timely
file such Form 10-D, where such failure results from the Master Servicer's or
the Securities Administrator's inability or failure to receive, on a timely
basis, any information from any other party hereto or any Servicer, Custodian or
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.
(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 Securities
Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form
and substance as required by the Exchange Act. Each such Form 10-K shall include
the following items, in each case to the extent they have been delivered to the
Securities Administrator within the applicable time frames set forth in this
Agreement and the related Servicing Agreements:
(i) a Compliance Statement for each Servicer, the Master Servicer and
the Securities Administrator (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,
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that the Securities Administrator, 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 ββββββββ-βββββ� 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
be reported by the parties set forth on Exhibit S to the Depositor and the
Securities Administrator and directed and approved by the Depositor pursuant to
the following paragraph, and the Securities Administrator will have no duty or
liability for any failure hereunder to determine or prepare any Additional Form
10-K Disclosure, except as set forth in this Section 3.22(c).
As set forth on Exhibit S 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 S shall be required to provide to the
Securities Administrator (at βββ�.βββ�.βββββββββββββ@ββββββββββ.βββ� with a copy by
facsimile to 410-715-2380) and the Depositor, to the extent known by a
responsible officer thereof, in βββββ�-compatible format, or in such other format
as otherwise agreed upon by the Securities Administrator and such party,
together with an Additional Disclosure Notification in the form attached hereto
as Exhibit V 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 Securities Administrator shall compile all such
information provided to it in a Form 10-K prepared by it. The Securities
Administrator has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit S 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 Securities
Administrator 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 Securities Administrator shall forward
electronically a copy of the Form 10-K to the Master Servicer and Depositor for
review. Within three Business Days after receipt of such copy, the Depositor
shall notify the Securities Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K. A senior
officer of the Master Servicer in charge of the master servicing function shall
sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Securities Administrator will follow
the procedures set forth in Section 3.22(h)(ii). Form 10-K requires the
registrant to indicate (by checking "yes" or "no") that it "(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the
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preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days." The Depositor hereby represents to the Securities
Administrator that the Depositor has filed all such required reports during the
preceding 12 months and that is has been subject to such filing requirement for
the past 90 days. The Depositor shall notify the Securities Administrator in
writing, no later than March 15th with respect to the filing of a report on Form
10-K, if the answer to either question should be "no." The Securities
Administrator shall be entitled to rely on such representations in preparing,
executing and/or filing any such report. Promptly (but no later than 1 Business
Day) after filing with the Commission, the Securities Administrator will make
available on its internet website a final executed copy of each Form 10-K
prepared and filed by the Securities Administrator. The signing party at the
Master Servicer can be contacted at the address specified in Section 11.05. The
parties to this Agreement acknowledge that the performance by the Master
Servicer and the Securities Administrator 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
Servicers, 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 Securities
Administrator of any necessary Additional Form 10-K Disclosure, any Compliance
Statement and any Assessment of Compliance and Attestation Report pursuant to
the related Servicing Agreements, any custodial agreement or any other
applicable agreement. Neither the Master Servicer nor the Securities
Administrator shall have any liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, arrange for
execution and/or timely file such Form 10-K, where such failure results from the
Securities Administrator's inability or failure to receive, on a timely basis,
any information from any other party hereto or any Servicer or 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 Securities Administrator 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 T hereto to the Depositor and the Securities
Administrator and directed and approved by the Depositor pursuant to the
following paragraph, and the Securities Administrator will have no duty or
liability for any failure hereunder to determine or prepare any Additional Form
8-K Disclosure Information, or any Form 8-K, except as set forth in this Section
3.22(d).
As set forth on Exhibit T 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 Securities Administrator
(at βββ�.βββ�.βββββββββββββ@ββββββββββ.βββ� with a copy by facsimile to
410-715-2380) and to the Depositor, to the extent known by a responsible officer
thereof, in βββββ�-compatible format, or in such other format as otherwise agreed
upon by the
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Securities Administrator and such party, any Form 8-K Disclosure Information, if
applicable, together with an Additional Disclosure Notification in the form
attached hereto as Exhibit V 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 Securities Administrator shall compile all such
information provided to it in a Form 8-K prepared by it. The Securities
Administrator has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit T 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 Securities Administrator 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 Securities Administrator shall forward
electronically a copy of the Form 8-K to the Master Servicer and Depositor for
review. No later than the close of business New York City time on the 3rd
Business Day after the Reportable Event, the Depositor shall notify the
Securities Administrator in writing (which may be furnished electronically) of
any changes to or approval of such Form 8-K. In the absence of receipt of any
written changes or approval, the Securities Administrator shall be entitled to
assume that such Form 8-K is in final form and the Securities Administrator may
proceed with the execution and filing of the Form 8-K. A duly authorized officer
of the Master Servicer shall sign the Form 8-K and shall return the signed Form
8-K to the Securities Administrator no later than noon New York City time on the
fourth Business Day after the Reportable Event. If a Form 8-K cannot be filed on
time or if a previously filed Form 8-K needs to be amended, the Securities
Administrator will follow the procedures set forth in Section 3.22(h)(ii).
Promptly (but no later than 1 Business Day) after filing with the Commission,
the Securities Administrator will, make available on its internet website a
final executed copy of each Form 8-K prepared and filed by the Securities
Administrator. The signing party at the Master Servicer can be contacted at the
address specified in Section 11.05. The parties to this Agreement acknowledge
that the performance by the Securities Administrator 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 also contingent upon the Servicers, 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 Securities Administrator of any necessary Form 8-K Disclosure
Information pursuant to the related Servicing Agreements, any custodial
agreement or any other applicable agreement. Neither the Master Servicer nor the
Securities Administrator shall have any liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 8-K, where such failure results from
the Securities Administrator's inability or failure to receive, on a timely
basis, any information from any other party hereto or any Servicer, Custodian or
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 "ββββββββ-βββββ�
Certification"), exactly as set forth in Exhibit M attached hereto, required to
be included therewith pursuant to the ββββββββ-βββββ� Act. The Securities
Administrator shall provide, and shall cause any Servicing Function Participant
engaged by it to provide, to the Person who signs the ββββββββ-βββββ�
Certification (the "Certifying Person"), by March 15th of each year in which
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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, together with such similar certification delivered by each Servicer as
described in Section 3.22(f), a "Back-up Certification"), in the form attached
hereto as Exhibit R, upon which the Certifying Person, the entity for which the
Certifying Person acts as an officer, and such entity's officers, directors and
affiliates (collectively with the Certifying Person, "Certification Parties")
can reasonably rely. The senior officer of the Master Servicer in charge of the
master servicing function shall serve as the Certifying Person on behalf of the
Trust. In the event the Master Servicer, the Securities Administrator or any
Servicing Function Participant engaged by such parties 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. Notwithstanding the foregoing, the Master
Servicer shall not be obligated to sign the ββββββββ-βββββ� Certification in the
event that it does not receive any Back-up Certification required to be
furnished to it pursuant to this section or any Servicing Agreement or Custodial
Agreement.
(f) Pursuant to the related Servicing Agreements, the Master Servicer shall
enforce the obligation of each Servicer to provide the Back-up Certification
required pursuant to each of the Servicing Agreements.
(g) Upon any filing with the Commission prepared and filed by the
Securities Administrator, the Securities Administrator shall promptly deliver or
make available to the Depositor a copy of any such executed report, statement or
information.
(h) (i) The obligations set forth in paragraphs (a) through (g) 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 Securities Administrator is able to do
so under applicable law, unless otherwise requested by the Depositor, the
Securities Administrator shall prepare and file with the Commission a Form 15
Suspension Notification executed by the Master Servicer with respect to the
Trust, with a copy to the Depositor. 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 Securities Administrator and the
Securities Administrator shall recommence preparing and filing reports on Form
8-K, Form 10-D and Form 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 (h) of this
Section.
(ii) In the event that the Securities Administrator is unable to timely
file with the Commission all or any required portion of any Form 8-K, Form 10-D
or Form 10-K required to be filed by this Agreement because required disclosure
information was either not delivered to it or delivered to it after the delivery
deadlines set forth in this Agreement or for any other reason, the Securities
Administrator will immediately electronically notify the Depositor and the
Master Servicer of such inability to make a timely filing with the Commission.
In the case of Form 10-
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D and Form 10-K, the Securities Administrator, the Master Servicer, the Trustee
and the Depositor will cooperate to prepare and file a Form 12b-25 and a Form
10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange
Act. In the case of Form 8-K, the Securities Administrator will, upon receipt of
all required Form 8-K Disclosure Information and upon the approval and direction
of the Depositor, include such disclosure information on the next Form 10-D. In
the event that any previously filed Form 8-K, Form 10-D or Form 10-K needs to be
amended in connection with any Additional Form 10-D Disclosure (other than, in
the case of Form 10-D, for the purpose of restating any Monthly Statement),
Additional Form 10-K Disclosure or Form 8-K Disclosure Information, the
Securities Administrator will notify the Depositor and such other parties to the
transaction as are affected by such amendment, and such parties will cooperate
to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15,
Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by a duly
authorized officer (and a senior officer with respect to the Form 10-K) of the
Master Servicer. The parties to this Agreement acknowledge that the performance
by the Master Servicer and the Securities Administrator of their duties under
this Section 3.22(h) related to the timely preparation, arrangement for
execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K,
Form 10-D or Form 10-K is contingent upon each such party performing its duties
under this Section 3.22(h). Neither the Master Servicer nor the Securities
Administrator shall have any liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, arrange for
execution and/or timely file any such Form 15, Form 12b-25 or any amendments to
Forms 8-K, Form 10-D or Form 10-K, where such failure results from the
Securities Administrator's inability or failure to receive, on a timely basis,
any information from any other party hereto or any Servicer, the Custodian or
any Servicing Function Participant needed to prepare, arrange for execution or
file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form
10-K, not resulting from its own negligence, bad faith or willful misconduct.
(i) Notwithstanding the provision of Section 11.01, this Section 3.22 may
be amended without the consent of the Certificateholders.
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ARTICLE IV
MASTER SERVICER'S CERTIFICATE
Section 4.01 Master 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 Master Servicer shall
deliver to the Securities Administrator, a Master Servicer's Certificate based
solely on the information provided by the Servicers (in substance and format
mutually acceptable to the Master Servicer and the Securities Administrator)
certified by a Master Servicing Officer setting forth the information necessary
in order for the Securities Administrator to perform its obligations under this
Agreement. The Securities Administrator may conclusively rely upon the
information contained in a Master Servicer's Certificate delivered by the Master
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 Master Servicer's Certificate, the Securities Administrator
shall distribute out of the Certificate Account, the Intermediate Lower-Tier
Certificate Sub-Account, the Exchangeable Certificates Grantor Trust 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 Securities Administrator shall agree upon, such
Certificateholder's Percentage Interest in the amount to which the related Class
of Certificates is entitled in accordance with the priorities set forth below in
Section 5.02.
None of the Holders of any Class of Certificates, the Depositor, the Master
Servicer, the Securities Administrator 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,
the Securities Administrator shall withdraw from the Certificate Account (to the
extent funds are available therein) (1) to the extent not previously paid, the
amounts payable to the Master Servicer, the Securities Administrator and the
Trustee pursuant to Section 3.09(f) and (g) and Section 3.11 and shall pay such
funds to itself, the Master Servicer and the Trustee, as applicable, and (2)
based solely on the information contained in the Master Servicer's Certificate,
the Pool Distribution Amount for each Loan Group, and shall apply such funds to
the Certificates in the following
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order of priority and to the extent of such funds, paying each Group solely from
the Pool Distribution Amount for the Related Loan Group, in the following order
of priority and to the extent of such funds:
(i) concurrently to each Class of Senior Certificates and IO Component
of such Group, an amount allocable to interest equal to the Interest
Distribution Amount for such Class or Component Interest Distribution
Amount for such Component and any shortfall being allocated among such
Classes or Component in proportion to the amount of the Interest
Distribution Amount or Component Interest Distribution Amount, as the case
may be, that would have been distributed in the absence of such shortfall
but, until the Accretion Termination Date, amounts that would have been
distributed pursuant to this clause to the Class 1-A-15 Certificates may be
distributed instead as principal to the Class 1-A-2 Certificates in
accordance with Section 5.02(b)(v);
(ii) other than in the case of Group 2, to the Senior Non-PO
Certificates of such Group, in an aggregate amount up to the Senior
Principal Distribution Amount for the related Loan Group, such distribution
to be allocated among such Classes in accordance with Section 5.02(b), and
with respect to Group 2, concurrently, (a) to the Class 30-PO Certificates
and (b) to the Senior Non-PO Certificates of Group 2, pro rata, (A) to the
Senior Non-PO Certificates of Group 2, in an aggregate amount up to the
Senior Principal Distribution Amount for Loan Group 2, such distribution to
be allocated among such Classes in accordance with Section 5.02(b) and (B)
to the Class 30-PO Certificates, in an aggregate amount up to the PO
Principal Amount for Loan Group 2;
(iii) in the case of Group 2, to the Class 30-PO Certificates, to pay
any applicable PO Deferred Amounts (after giving effect to the distribution
to the Class 30-PO Certificates of the PO Recovery for Loan Group 2), up to
the Subordinate Principal Distribution Amounts from amounts otherwise
distributable to the Subordinated Certificate, first to the Class B-6
Certificates pursuant to clause (iv)(N) below, second to the Class B-5
Certificates, pursuant to clause (iv)(L) below, third to the Class B-4
Certificates, pursuant to clause (iv)(J) below, fourth to the Class B-3
Certificates, pursuant to clause (iv)(H) below, fifth to the Class B-2
Certificates, pursuant to clause (iv)(F) below, sixth to the Class B-1
Certificates, pursuant to clause (iv)(D) below and finally to the Class M
Certificates, pursuant to clause (iv)(B) below;
(iv) to each Class of Subordinate Certificates, subject to paragraph
(d) below, in the following order of priority:
(A) to the Class M Certificates, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(B) to the Class M Certificates an amount allocable to principal
equal to its Pro Rata Share for such Distribution Date less any amount
used to pay the applicable PO Deferred Amounts pursuant to clause
(iii) above until the Class Certificate Balance thereof has been
reduced to zero;
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(C) to the Class B-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(D) to the Class B-1 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
any amount used to pay the applicable PO Deferred Amounts pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(E) to the Class B-2 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(F) to the Class B-2 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
any amount used to pay the applicable PO Deferred Amounts pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(G) to the Class B-3 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(H) to the Class B-3 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
any amount used to pay the applicable PO Deferred Amounts pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(I) to the Class B-4 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(J) to the Class B-4 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
any amount used to pay the applicable PO Deferred Amounts pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(K) to the Class B-5 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(L) to the Class B-5 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
any amount used to pay the applicable PO Deferred Amounts pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(M) to the Class B-6 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date; and
(N) to the Class B-6 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
any amount used to pay the applicable PO Deferred Amounts pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero; and
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(v) to the Holder of the Class 1-A-R Certificate, any amounts
remaining in the Upper-Tier Certificate Sub-Account and the Intermediate
Lower-Tier Certificate Sub-Account and any remaining Pool Distribution
Amounts.
No Class of Certificates or Component will be entitled to any
distributions with respect to the amount payable pursuant to clause (ii) of
the definition of "Interest Distribution Amount" or "Component Interest
Distribution Amount" after its Class Certificate Balance or Notional
Amount, as the case may be, has been reduced to zero.
For Group 2 and on any Distribution Date, amounts distributed in
respect of the Class PO Deferred Amounts (including the distribution of the
PO Recoveries) will not reduce the Class Certificate Balance of the Class
30-PO Certificates.
All distributions in respect of the Interest Distribution Amount for a
Class or the Component Interest Distribution Amount for an IO Component
will be applied first with respect to the amount payable pursuant to clause
(i) of the definition of "Interest Distribution Amount" or "Component
Interest Distribution Amount" as applicable, and second with respect to the
amount payable pursuant to clause (ii) of such definitions.
On each Distribution Date, the Securities Administrator shall
distribute any Reimbursement Amount sequentially to each Class of
Certificates then outstanding which bore the loss to which such
Reimbursement Amount relates, beginning with the most senior of such
Classes of Certificates, up to, with respect to each Class, the amount of
loss borne by such Class. Any Reimbursement Amount remaining after the
application described in the preceding sentence shall be included in the
Pool Distribution Amount for the applicable Loan Group.
On each Distribution Date, the Securities Administrator shall
distribute any PO Recovery to the Holders of the Class 30-PO Certificates.
(vi) Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, interest shall be distributed in respect of the
Uncertificated Lower-Tier Interests (other than the Class 2-LPO Interest)
at the pass-through rate thereon, as described in the next to last
paragraph of this Section 5.02(a)(vi). 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" and (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."
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All distributions of principal shall be made first to the Class 2-LPO
Interest so as to keep the principal balance of the Class 2-LPO Interest
equal to the Class Certificate Balance of the Class 30-PO Certificates;
second, to the Class 1-LS Interest, the Class 2-LS Interest and the Class
3-LS Interest so as to keep the principal balances thereof (computed to
eight decimal places) equal to 0.100% of the Group Subordinate Amount for
Loan Group 1, Loan Group 2 and Loan Group 3, respectively (except that if
any such amount is greater than on the preceding Distribution Date, the
least amount of principal shall be distributed to the Class 1-LS Interest,
the Class 2-LS Interest and the Class 3-LS Interest, such that the
Subordinate Balance Ratio is maintained), and third, any remaining
principal to the Class 1-L Interest, the Class 2-L Interest and the Class
3-L Interest. Any distributions of principal made to the Uncertificated
Lower-Tier Interests pursuant to this paragraph shall be made from the
Group 1 Mortgage Loans to the Uncertificated Lower-Tier Interests beginning
with the numeral "1," from the Group 2 Mortgage Loans to the Uncertificated
Lower-Tier Interests beginning with the numeral "2" and from the Group 3
Mortgage Loans to the Uncertificated Lower-Tier Interests beginning with
the numeral "3."
Realized Losses shall be applied after all distributions have been
made on each Distribution Date first, to the Class 2-LPO Interest so as to
keep the principal balance of the Class 2-LPO Interest equal to the Class
Certificate Balance of the Class 30-PO Certificates; second, to the Class
1-LS Interest, the Class 2-LS Interest and the Class 3-LS Interest so as to
keep the principal balances thereof (computed to eight decimal places)
equal to 0.100% of the Group Subordinate Amount for Loan Group 1, Loan
Group 2 and Loan Group 3, respectively (except that if any such amount is
greater than on the preceding Distribution Date, the least amount of
Realized Losses shall be allocated to the Class 1-LS Interest, the Class
2-LS Interest and the Class 3-LS Interest such that the Subordinate Balance
Ratio is maintained); and third, the remaining Realized Losses shall be
allocated to the Class 1-L Interest, the Class 2-L Interest and the Class
3-L Interest. Any Realized Losses allocated to the Uncertificated
Lower-Tier Interests pursuant to this paragraph shall be (a) from Realized
Losses allocated to Loan Group 1 in the case of Uncertificated Lower-Tier
Interests beginning with the numeral "1," (b) from Realized Losses
allocated to Loan Group 2 in the case of Uncertificated Lower-Tier
Interests beginning with the numeral "2" and (c) from Realized Losses
allocated to Loan Group 3 in the case of Uncertificated Lower-Tier
Interests beginning with the numeral "3."
As of any date, the aggregate principal balance of the Class 1-L
Interest and the Class 1-LS Interest shall equal the aggregate Pool Stated
Principal Balance (Non-PO Portion) of Loan Group 1. As of any date, the
aggregate principal balance of the Class 2-L Interest and the Class 2-LS
Interest shall equal the aggregate Pool Stated Principal Balance (Non-PO
Portion) of Loan Group 2. As of any date, the aggregate principal balance
of the Class 3-L Interest and the Class 3-LS Interest shall equal the
aggregate Pool Stated Principal Balance (Non-PO Portion) of Loan Group 3.
As of any date, (i) the notional amount of the Class 1-LIO Interest will be
equal to the Class 1-30-IO Notional Amount, (ii) the notional amount of the
Class 2-LIO Interest will be equal to the Class 2-30-IO Notional Amount and
(iii) the notional amount of the Class 3-LIO Interest will be equal to the
Class 3-30-IO Notional Amount. As of any Distribution Date, the principal
balance of the Class 2-LPO Interest will be equal to the Class Certificate
Balance of the Class 30-PO Certificates.
The pass-through rate with respect to the Class 1-L Interest and the
Class 1-LS Interest shall be 6.250% per annum. The pass-through rate with
respect to the Class 2-L Interest and the Class 2-LS Interest shall be
6.300% per annum. The pass-through rate
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with respect to the Class 3-L Interest and the Class 3-LS Interest shall be
6.000% per annum. The pass-through rate with respect to the Class 1-LIO
Interest, the Class 2-LIO Interest and the Class 3-LIO Interest shall be
the same as the Pass-Through Rate for the Class 1-30-IO Component, the
Class 2-30-IO Component and the Class 3-30-IO Component, respectively, as
each such rate is described in the Preliminary Statement. The Class 2-LPO
Interest is a principal-only interest and is not entitled to distributions
of interest.
Amounts distributed to the Uncertificated Lower-Tier Interests in
respect of principal and interest with respect to any Distribution Date are
referred to herein collectively as the "Lower-Tier Distribution Amount."
(vii) Distributions on the Uncertificated Intermediate Lower-Tier
Interests. On each Distribution Date, each Uncertificated Intermediate
Lower-Tier Interest (other than the Class 1-ITIO Interest, the Class 2-ITIO
Interest, the Class 3-ITIO Interest, the Class 1-A-6 Interest, the Class
1-A-7 Interest and the Class 1-A-8 Interest) shall receive distributions in
respect of principal in an amount equal to the amount of principal
distributed to its respective Corresponding Upper-Tier Class, Classes or
Component, as provided herein and shall have its principal 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, Classes or Component. In the case of the Class 1-A-6
Interest, Class 1-A-7 Interest and Class 1-A-8 Interest, the Class
Certificate Balance of the Corresponding Classes (other than any Notional
Amount) shall be allocated to the Class 1-A-6 Interest, Class 1-A-7
Interest and Class 1-A-8 Interest in proportion to the Initial Class
Certificate Balance of the Corresponding Classes. On each Distribution
Date, each Uncertificated Intermediate Lower-Tier Interest (other than the
Class 2-ITPO Interest, the Class 1-A-6 Interest, the Class 1-A-7 Interest
and the Class 1-A-8 Interest) shall receive distributions in respect of
interest in an amount equal to the Interest Accrual Amounts and Unpaid
Interest Shortfalls, as the case may be, in respect of its Corresponding
Upper-Tier Class, Classes or Component, in each case to the extent actually
distributed thereon. On each Distribution Date, the Class 1-A-6 Interest,
the Class 1-A-7 Interest and the Class 1-A-8 Interest shall receive
distributions in respect of interest at its pass-through rate specified
below as applied to its principal or notional balance in an amount that
will be equal to the Interest Accrual Amounts and Unpaid Interest
Shortfalls, as the case may be, in respect of its proportionate share of
its Corresponding Upper-Tier Class, Classes or Component, as determined by
the initial principal balance of such Class 1-A-6 Interest, the Class 1-A-7
Interest and the Class 1-A-8 Interest, in each case to the extent actually
distributed thereon. Such amounts distributed to the Uncertificated
Intermediate Lower-Tier Interests in respect of principal and interest with
respect to any Distribution Date are referred to herein collectively as the
"Intermediate Lower-Tier Distribution Amount."
As of any date, the principal balance or notional amount of each
Uncertificated Intermediate Lower-Tier Interest other than the Class 1-A-6
Interest, the Class 1-A-7 Interest and the Class 1-A-8 Interest equals the
aggregate of the Class Certificate Balances, Component Balances or Notional
Amounts of the respective Corresponding Upper-Tier Class, Classes or
Component. As of any date, the aggregate principal balance of Class 1-A-6
Interest, the Class 1-A-7 Interest and the Class 1-A-8 Interest shall equal
the aggregate Class Certificate Balance of each of the respective
Corresponding Upper-Tier Class, Classes or Component (without respect to
any notional balances). The initial principal balance or notional amount of
each Uncertificated Intermediate Lower-Tier Interest other than the Class
1-A-6 Interest, the Class 1-A-7 Interest and the Class 1-A-8 Interest
equals the aggregate of the Initial Class Certificate Balances, Component
Balance or Initial Notional Amounts of the respective Corresponding
Upper-Tier Class, Classes or Component. The initial principal balance of
the Class 1-A-6 Interest shall equal $43,024,500; the initial principal
balance of the Class 1-A-7 Interest shall equal $5,300,000; and the initial
principal balance of the Class 1-A-8 Interest shall equal $70,158,500.
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The pass-through rate with respect to the Class 1-A-IT1 Interest,
Class 1-A-IT2 Interest, Class 1-A-IT3 Interest, Class 1-A-IT4 Interest,
Class 1-A-IT5 Interest, Class 1-A-IT6 Interest, Class 1-A-IT7 Interest,
Class 1-A-IT8 Interest 1-A-ITR Interest shall be 6.250% per annum. The
pass-through rate with respect to the Class 2-A-IT1 Interest and the Class
2-A-IT2 Interest shall be 6.300% per annum. The pass-through rate with
respect to the Class 3-A-IT1 Interest and Class 3-A-IT2 shall be 6.000% per
annum. The pass-through rate with respect to the Class M-IT1 Interest, the
Class B-IT1 Interest, Class B-IT2 Interest, Class B-IT3 Interest, Class
B-IT4 Interest, Class B-IT5 Interest and Class B-IT6 Interest shall be the
weighted average of the Class 1-LS Interest, the Class 2-LS Interest and
the Class 3-LS Interest. The pass-through rate with respect to the Class
1-ITIO Interest shall be a per annum rate equal to the Pass-Through Rate of
the Class 1-30-IO Component. The pass-through rate with respect to the
Class 2-ITIO Interest shall be a per annum rate equal to the Pass-Through
Rate of the Class 2-30-IO Component. The pass-through rate with respect to
the Class 3-ITIO Interest shall be a per annum rate equal to the
Pass-Through Rate of the Class 3-30-IO Component. The Class 2-ITPO Interest
is a principal-only interest and is not entitled to distributions of
interest.
(b) (i) With respect to the Group 1 Senior Certificates:
I. On each Distribution Date occurring prior to the Accretion Termination
Date, the Accrual Distribution Amount will be allocated, sequentially, to the
Class 1-A-2 and Class 1-A-15 Certificates, in that order, until their Class
Certificate Balances have been reduced to zero.
II. On each Distribution Date prior to the Senior Credit Support Depletion
Date, the amount distributable to the Group 1 Senior Certificates (other than
the Exchangeable Certificates) pursuant to Section 5.02(a)(ii)(A) 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;
second, concurrently, to the Class 1-A-9 and 1-A-10 Certificates, pro
rata, up to the Group 1 Priority Amount.
third, concurrently as follows:
(i) 35.2811642589%, sequentially, as follows:
(a) concurrently, to the Class 1-A-1, Class 1-A-3 and Class
1-A-5 Certificates, pro rata, until their Class Certificate
Balances have been reduced to zero; and
(b) sequentially, to the Class 1-A-7 and Class 1-A-8
Certificates, in that order, until their Class Certificate
Balances have been reduced to zero;
(ii) 64.7188357411%, sequentially, as follows:
(a) sequentially, to the Class 1-A-12, Class 1-A-13 and
Class 1-A-14 Certificates, in that order, up to the PAC Principal
Amount for such Distribution Date;
(b) sequentially, to the Class 1-A-2 and Class 1-A-15
Certificates, in that order, until their Class Certificate
Balances have been reduced to zero;
(c) sequentially, to the Class 1-A-12 and Class 1-A-13, in
that order, up to their Maximum Initial Class Certificate
Balances;
(d) to the Class 1-A-14 Certificates, until their Class
Certificate Balance has been reduced to zero; and
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(e) to the Class 1-A-16 Certificates, until their Class
Certificate Balance has been reduced to zero; and
fourth, concurrently, to the Class 1-A-9 Certificates and Class 1-A-10
Certificates, pro rata, up to their Maximum Initial Class Certificate
Balances.
(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 Non-PO Certificates
pursuant to Section 5.02(a)(ii)(A) for such Distribution Date, will be
distributed, concurrently, to the Class 2-A-1, Class 2-A-2 and Class 2-A-4
Certificates, pro rata, until their Class Certificate Balances has been
reduced to zero.
(iii) With respect to the Group 3 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support Depletion
Date, the amount distributable to the Group 3 Senior Certificates pursuant
to Section 5.02(a)(ii)(A) for such Distribution Date, will be distributed,
sequentially, as follows:
first, concurrently, to the Class 3-A-3 and Class 3-A-4
Certificates, pro rata, up to the Group 3 Priority Amount;
second, to the Class 3-A-1 Certificates, until their Class
Certificate Balance has been reduced to zero; and
third, concurrently, to the Class 3-A-3 and Class 3-A-4
Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero.
With respect to any of the preceding distribution priorities, if two or
more Classes of Certificates in a Group are paying concurrently but only until
the Class Certificate Balances of fewer than all of such Classes are reduced to
zero, the amount distributable in accordance with any such priority will equal
the lesser of (a) the remaining Senior Principal Distribution Amount for the
related Loan Group available to pay such Classes in accordance with such
priority and (b) the remaining Senior Principal Distribution Amount for such
Loan Group, which when distributed in accordance with such priority, will result
in the Class Certificate Balance of designated Class or Classes being reduced to
zero.
On each Distribution Date on or after the Senior Credit Support Depletion
Date, notwithstanding the allocation and priority set forth above, the portion
of the Pool Distribution Amount with respect to a Loan Group available to be
distributed as principal of the Senior Non-PO Certificates of the Related Group
shall be distributed, concurrently, as principal of such Classes of Senior
Certificates (other than the Exchangeable Certificates), pro rata, on the basis
of their respective Class Certificate Balances or in the case of a Class of
Exchangeable REMIC Certificates, the sum of its Class Certificate Balance and
the proportionate share of the Class Certificate Balances of all related
Exchangeable Classes, until the Class Certificate Balances thereof are reduced
to zero.
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On each Distribution Date, the amount distributable as principal to a Class
of Exchangeable Certificates shall equal its Class Principal Distribution
Amount. Such amount shall reduce proportionately the amount distributable as
principal to the Related Class or Classes of Exchangeable REMIC Certificates.
The Class 1-A-4, Class 1-A-6, Class 1-A-11, Class 1-A-17, Class 1-A-18,
Class 1-A-19, Class 2-A-3, Class 3-A-2 and Class 30-IO Certificates are Interest
Only Certificates and are not entitled to distributions in respect of principal.
Notwithstanding the foregoing, on each Distribution Date prior to the
Senior Credit Support Depletion Date but on or after the date on which the
aggregate Class Certificate Balance of the Senior Non-PO Certificates of a Group
have been reduced to zero, amounts otherwise distributable as principal payments
from the Related Loan Group on the Subordinate Certificates will be paid as
principal to the remaining Classes of Senior Non-PO Certificates together with
the applicable Senior Principal Distribution Amount in accordance with the
priorities set forth for the applicable Group in (b)(i), (ii) or (iii) above,
provided that on such Distribution Date (a) the Aggregate Subordinate Percentage
for such Distribution Date is less than twice the initial Aggregate Subordinate
Percentage or (b) the outstanding principal balance of the Mortgage Loans
(including, for this purpose, any Mortgage Loans in foreclosure, any REO
Property and any Mortgage Loan for which the Mortgagor has filed for bankruptcy
after the Closing Date) delinquent 60 days or more (averaged over the preceding
six month period), as a percentage of the aggregate Class Certificate Balance of
the Subordinate Certificates, is equal to or greater than 50%. If the Senior
Non-PO Certificates of two Groups remain outstanding, the distributions
described above will be made to the Senior Non-PO Certificates of such Groups,
pro rata, in proportion to the aggregate Class Certificate Balance of the Senior
Non-PO 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 Non-PO Certificates of a Group is greater than
the Adjusted Pool Amount (Non-PO Portion) of the related Loan Group (any such
Group, the "Undercollateralized Group" and any such excess, the
"Undercollateralized Amount"), all amounts otherwise distributable as principal
on the Subordinate Certificates pursuant to Section 5.02(a)(iv)(L), (J), (H),
(F), (D) and (B), in that order, will be paid as principal to the Senior Non-PO
Certificates of the Undercollateralized Group together with the applicable
Senior Principal Distribution Amount in accordance with the priorities set forth
for the applicable Group above under (b)(i), (ii) or (iii) until the aggregate
Class Certificate Balance of the Senior Non-PO Certificates of the
Undercollateralized Group equals the Adjusted Pool Amount (Non-PO Portion) of
the Related Loan Group. Also, the amount of any Class Unpaid Interest Shortfalls
and Component Unpaid Interest Shortfalls with respect to the Undercollateralized
Group (including any Class Unpaid Interest Shortfalls or Component Unpaid
Interest Shortfalls for such Distribution Date) will be paid to the
Undercollateralized Group (including the IO Component of such
Undercollateralized Group) pursuant to Section 5.02(a)(i) prior to the payment
of any Undercollateralized Amount from amounts otherwise distributable as
principal on the Subordinate Certificates pursuant to Section 5.02(a)(iv)(N),
(L), (J), (H),(F), (D) and (B), in that order. Such amount will be paid to the
Senior Non-PO Certificates and IO Component of such Undercollateralized Group in
accordance with the priorities set forth in Section 5.02(a)(i) up to their
Interest Distribution Amounts or Component Interest Distribution Amounts for
such Distribution Date.
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The PO Deferred Amounts for the Class 30-PO Certificates will be paid from
amounts otherwise distributable as principal on the Subordinate Certificates
before any payments are made pursuant to the preceding paragraph.
(c) On each Distribution Date, Accrued Certificate Interest for each Class
of Certificates (other than the Class 30-PO Certificates) and Accrued Component
Interest for each IO Component for such Distribution Date shall be reduced by
such Class' or Component's pro rata share, based on such Class' Interest
Distribution Amount or Component's Component Interest Distribution Amount for
such Distribution Date, without taking into account the allocation made by this
Section 5.02(c), of an amount equal to the sum of (A) Non-Supported Interest
Shortfalls incurred on any Mortgage Loans during the calendar month preceding
the month of such Distribution Date, (B) on and after the Senior Credit Support
Depletion Date, any other Realized Loss on the Mortgage Loans in the related
Loan Group or related Loan Groups allocable to interest and (C) Relief Act
Reductions incurred on any Mortgage Loans during the calendar month preceding
the month of such Distribution Date.
(d) Notwithstanding the priority and allocation contained in Section
5.02(a)(iv), if with respect to each 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 that have a lower order of payment priority than such Class,
divided by (ii) the aggregate Pool Stated Principal Balance (Non-PO Portion) 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 will be made to any Class of Subordinate
Certificates junior to 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 is reduced to zero,
notwithstanding the previous sentence, any funds remaining will be distributed
sequentially to the Subordinate Certificates that are Restricted Classes in
order of their payment priority (beginning with the Class of Subordinate
Certificates that is a Restricted Class then outstanding highest in order of
payment priority).
(e) Any amounts distributed to the Class 3-A-1 Certificates from the
Reserve Fund shall be deemed to be a distribution to such Certificates from, for
federal income tax purposes, a grantor trust as described in Subpart E of Part I
of Subchapter J of the Code and Treasury Regulation Section 301.7701-4(c)(2).
Section 5.03 Allocation of Losses. (a) No later than five (5) Business Days
prior to the related Distribution Date, the Master Servicer shall inform the
Securities Administrator 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 Securities
Administrator 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).
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(b) On each Distribution Date, the Class Certificate Balance of the Class
30-PO Certificates shall be reduced on each Distribution Date by the amount, if
any, by which the Class Certificate Balance of the Class 30-PO Certificates
(after giving effect to the amounts to be distributed as a distribution of
principal) exceeds the Adjusted Pool Amount (PO Portion) for Loan Group 2 for
such Distribution Date.
The Class Certificate Balance of the Subordinate Certificates then
outstanding with the lowest payment priority shall be reduced or increased on
each Distribution Date by the amount, if any, necessary such that the aggregate
of the Class Certificate Balances of all outstanding Classes of Senior Non-PO
Certificates and Subordinate Certificates (after giving effect to the amounts to
be distributed as distributions of principal and the allocation of PO Deferred
Amounts) shall equal the aggregate Adjusted Pool Amount (Non-PO Portion) of the
Loan Groups for such Distribution Date.
After the Senior Credit Support Depletion Date, the Class Certificate
Balances of the Senior Non-PO Certificates of each Group in the aggregate shall
be reduced or increased on each Distribution Date by the amount, if any,
necessary such that the aggregate of the Class Certificate Balances of all
outstanding Classes of Senior Non-PO Certificates of such Group (after giving
effect to the amounts to be distributed as distributions of principal on such
Distribution Date) equals, the Adjusted Pool Amount (Non-PO Portion) for the
Related Loan Group for such Distribution Date.
Any such reduction or increase shall be allocated among the Senior Non-PO
Certificates of a Group, pro rata, based on their Class Certificate Balances
immediately prior to such Distribution Date, or in the case of the Class 1-A-15
Certificates, their Initial Class Certificate Balance, if lower, 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 Certificates shall be made subsequent to
the allocation of Realized Losses for such Distribution Date. In the event that
after the allocation of Realized Losses for a Distribution Date, the Calculated
Principal Distribution for a Class of Subordinate Certificates is greater than
the Class Certificate Balance of such Class, the excess shall be distributed
first, sequentially, to the Classes of Subordinate Certificates then outstanding
(beginning with the Class of Subordinate Certificates then outstanding highest
in order of payment priority) until the respective Class Certificate Balance of
each such Class is reduced to zero and then to the Senior Non-PO Certificates,
pro rata.
(e) After the Senior Credit Support Depletion Date, on any Distribution
Date on which the Class 1-A-9 Loss Allocation Amount is greater than zero, the
Class Certificate Balance of the Class 1-A-9 Certificates will be reduced by the
Class 1-A-9 Loss Allocation Amount and, notwithstanding Section 5.03(b), the
Class Certificate Balance of the Class 1-A-10
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Certificates will not be reduced by the Class 1-A-9 Loss Allocation Amount.
Notwithstanding the foregoing, on any Distribution Date in which the Class
1-A-10 Loss Amount exceeds the Class Certificate Balance of the Class 1-A-9
Certificates prior to any reduction for the Class 1-A-9 Loss Allocation Amount,
such excess will be distributed in reduction of the Class Certificate Balance of
the Class 1-A-10 Certificates. Any increase in the Class Certificate Balance
allocated to the Class 1-A-10 Certificates pursuant to Section 5.03(b) will
instead increase the Class Certificate Balance of the Class 1-A-9 Certificates.
After the Senior Credit Support Depletion Date, on any Distribution Date on
which the Class 3-A-3 Loss Allocation Amount is greater than zero, the Class
Certificate Balance of the Class 3-A-3 Certificates will be reduced by the Class
3-A-3 Loss Allocation Amount and, notwithstanding Section 5.03(b), the Class
Certificate Balance of the Class 3-A-4 Certificates will not be reduced by the
Class 3-A-3 Loss Allocation Amount. Notwithstanding the foregoing, on any
Distribution Date in which the Class 3-A-4 Loss Amount exceeds the Class
Certificate Balance of the Class 3-A-3 Certificates prior to any reduction for
the Class 3-A-3 Loss Allocation Amount, such excess will be distributed in
reduction of the Class Certificate Balance of the Class 3-A-4 Certificates. Any
increase in the Class Certificate Balance allocated to the Class 3-A-4
Certificates pursuant to Section 5.03(b) will instead increase the Class
Certificate Balance of the Class 3-A-3 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 a Class exceeds its Initial Class
Certificate Balance (or Aggregate Denomination, in the case of a Class of
Exchangeable or Exchangeable REMIC Certificates) plus, in the case of the Class
1-A-15 Certificates, any Accrual Distribution Amounts previously added thereto,
less all distributions of principal previously distributed in respect of such
Class on prior Distribution Dates (excluding in the case of any Class of
Subordinate Certificates any principal otherwise payable to such Class of
Subordinate Certificates but used to pay any related Class PO Deferred Amount).
(g) With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.03 will be allocated to each Uncertificated
Lower-Tier Interest as described in Section 5.02 and to each Uncertificated
Intermediate Lower-Tier Interest in an amount equal to the Realized Losses
allocated to such Uncertificated Intermediate Lower-Tier Interest's
Corresponding Upper-Tier Class, Classes or Component.
Section 5.04 Statements to Certificateholders. (a)Prior to the Distribution
Date in each month, based upon the information provided to the Securities
Administrator on the Master Servicer's Certificate delivered to the Securities
Administrator pursuant to Section 4.01 and with respect to subsections (xxii)
and (xxiii) below, after consultation with the Depositor, the Securities
Administrator shall determine the following information with respect to such
Distribution Date:
(i) the actual Distribution Date, the related Record Date, the Rate
Determination Date and the Interest Accrual Period for each Class for such
Distribution Date;
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(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, the Accrual Distribution Amount, any Class Unpaid
Interest Shortfall and Component Unpaid Interest Shortfall included in such
distribution and any remaining Class Unpaid Interest Shortfall and
Component Unpaid Interest Shortfall after giving effect to such
distribution;
(v) if the distribution to the Holders of such Class of Certificates
is less than the full amount that would be distributable to such Holders if
there were sufficient funds available therefor, the amount of the shortfall
and the allocation thereof as between principal and interest;
(vi) the Class Certificate Balance of each Class of Certificates and
the Component Balance of each Component 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 Total Senior
Percentage, the Senior Prepayment Percentage, the Subordinate Percentage,
the Aggregate Subordinate Percentage and the Subordinate Prepayment
Percentage for such Distribution Date;
(ix) the amount of the Servicing Fee paid to or retained by each
Servicer with respect to each Loan Group and such Distribution Date;
(x) the Pass-Through Rate for each such Class of Certificates and each
IO Component with respect to such Distribution Date;
(xi) 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;
(xii) 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;
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(xiii) 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 aggregate 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;
(xiv) 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;
(xv) for each Loan Group, the aggregate amount of Realized Losses
incurred during the preceding calendar month and for each Group or any PO
Deferred Amounts for such Distribution Date;
(xvi) the Notional Amount for each Class of Interest Only Certificates
and the Notional Amount for each IO Component for such Distribution Date;
(xvii) for each Loan Group, the Reimbursement Amount;
(xviii) for each Loan Group, the amount of Recoveries, the PO Recovery
and the Non-PO Recovery;
(xix) any expenses or indemnification amounts paid by the Trust, the
specific purpose of each payment and the parties to whom such payments were
made;
(xx) any material modifications, extensions or waivers to Mortgage
Loan terms, fees, penalties or payments since the previous Distribution
Date;
(xxi) for each Loan Group, the number and aggregate Stated Principal
Balance of the Mortgage Loans, the weighted average Mortgage Interest Rate,
the weighted average remaining term to maturity of the Mortgage Loans, each
as of the close of business on the last day of the calendar month preceding
such Distribution Date;
(xxii) unless such information is otherwise set forth in the Form 10-D
relating to such Distribution Date and provided that the Securities
Administrator is reasonably able to include such information in the
statement, material breaches of Mortgage Loan representations and
warranties of which the Securities Administrator has knowledge or has
received written notice;
(xxiii) unless such information is otherwise set forth in the Form
10-D relating to such Distribution Date and provided that the Securities
Administrator is reasonably able to include such information in the
statement, material breaches of any covenants under this Agreement of which
the Securities Administrator has knowledge or has received written notice;
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(xxiv) the Yield Maintenance Agreement Payment paid to the Class 3-A-1
Certificates; and
(xxv) a statement as to whether any exchanges of Exchangeable or
Exchangeable REMIC Certificates have taken place since the preceding
Distribution Date, and, if applicable, the Class designations, Class
Certificate Balances, Notional Amounts, Pass Through Rates, and any
interest and principal paid, including any shortfalls allocated, of any
Classes of Exchangeable REMIC Certificates or Exchangeable Certificates
that were received by the Certificateholder as a result of such exchange.
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 Mortgage Loan would be delinquent with
respect to a Monthly Payment due on a Due Date if such Monthly 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
Monthly Payment if such Monthly 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 Securities Administrator,
based upon information supplied to it on the Master Servicer's Certificate,
shall make available to each Holder of a Certificate, each Rating Agency and the
Master Servicer, a statement setting forth the information set forth in Section
5.04(a) (each, a "Monthly Statement").
In the case of information furnished pursuant to clauses (iii) and (iv) of
Section 5.04, the amounts shall be expressed as a dollar amount per Certificate
with a $1,000 denomination.
On each Distribution Date, the Securities Administrator shall prepare and
furnish to each Financial Market Service, in electronic or such other format and
media mutually agreed upon by the Securities Administrator, the Financial Market
Service and the Depositor, the information contained in the Master Servicer's
Certificate described in Section 4.01 for such Distribution Date.
The Securities Administrator will make the Monthly Statement to
Certificateholders (and, at its option, any additional files containing the same
or additional information in an alternative format) available each month to
Certificateholders and other parties to this Agreement via the Securities
Administrator's Internet website. The Securities Administrator's Internet
website shall initially be located at "βββ�.βββββββ�.βββ�." Assistance in using the
website can be obtained by calling the Securities Administrator's customer
service desk at (βββ�) βββ�-ββββ. 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 Securities Administrator 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 Securities Administrator shall provide
timely and adequate notification to all above parties regarding any such
changes.
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Within a reasonable period of time after the end of each calendar year, the
Securities Administrator 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, in each case aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Securities Administrator shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Securities Administrator pursuant to any requirements of the
Code as from time to time in force.
The Securities Administrator shall deliver to the Holders of Certificates
any reports or information the Securities Administrator is required by this
Agreement or the Code, Treasury Regulations or REMIC Provisions to deliver to
the Holders of Certificates, and the Securities Administrator 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 Securities Administrator deems necessary or appropriate or is required by
the Code, Treasury Regulations, and the REMIC Provisions including, but not
limited to, (i) information to be reported to the Holder of the Residual
Certificate for quarterly notices on Schedule Q (Form 1066) (which information
shall be forwarded to the Holder of the Residual Certificate by the Securities
Administrator), (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 Securities Administrator
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 created hereunder, nothing contained in this Agreement, including without
limitation Section 7.03 hereof, shall be interpreted to require the Securities
Administrator 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 created hereunder shall have a taxable year
ending on December 31st and shall maintain its books on the accrual method of
accounting.
(b) The Securities Administrator shall prepare or cause to be prepared,
shall execute or cause to be executed by such Person as is required by the Code,
Treasury Regulations or state or local tax laws, regulations or rules 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 created hereunder 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 created hereunder and the
Certificateholders the schedules, statements or information at such times and in
such manner as may be required thereby. The Master Servicer shall provide on a
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timely basis to the Securities Administrator or its designee such information
with respect to the assets of the Trust Estate as is in its possession and
reasonably required by the Securities Administrator to enable it to perform its
obligations under this Article V. Within 30 days of the Closing Date, the
Securities Administrator shall obtain for each REMIC created hereunder 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 created hereunder 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 Securities Administrator will maintain or cause to be maintained
such records relating to each REMIC created hereunder, including but not limited
to records relating to the income, expenses, assets and liabilities of the Trust
Estate, and the initial fair market value and adjusted basis of the Trust Estate
property and assets determined at such intervals as may be required by the Code
or the Treasury Regulations, as may be necessary to prepare the foregoing
returns, schedules, statements or information.
Section 5.06 Tax Matters Person. The Tax Matters Person shall have the same
duties with respect to 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 the
Upper-Tier REMIC, Intermediate Lower-Tier REMIC and the Lower-Tier REMIC. By its
acceptance of the Class 1-A-R Certificate, such Holder irrevocably appoints the
Securities Administrator as its agent to perform all of the duties of the Tax
Matters Person for the Upper-Tier REMIC, Intermediate Lower-Tier REMIC and the
Lower-Tier REMIC.
Section 5.07 Rights of the Tax Matters Person in Respect of the Securities
Administrator. The Securities Administrator shall afford the Tax Matters Person,
upon reasonable notice during normal business hours, access to all records
maintained by the Securities Administrator in respect of its duties hereunder
and access to officers of the Securities Administrator responsible for
performing such duties. Upon request, the Securities Administrator 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 Securities Administrator shall make available to the Tax
Matters Person such books, documents or records relating to the Securities
Administrator'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 Securities Administrator and is not
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obligated to supervise the performance of the Securities Administrator under
this Agreement or otherwise.
Section 5.08 REMIC and Exchangeable Certificate Grantor Trust Related
Covenants. For as long as any REMIC or Exchangeable Certificate created
hereunder shall exist, the Trustee, the Securities Administrator, the Depositor
and the Master Servicer shall act in accordance herewith to assure continuing
treatment of each REMIC created hereunder as a REMIC and the Exchangeable
Certificate Grantor Trust as a "grantor trust" within the meaning of the Code
and related regulations and avoid the imposition of tax on any REMIC or
Exchangeable Certificate Grantor Trust created hereunder. In particular:
(a) Neither the Securities Administrator nor the Trustee shall create, or
permit the creation of, any "interests" in any REMIC created hereunder within
the meaning of Code Section 860D(a)(2) other than the interests represented by
the Upper-Tier Regular Interests, the Residual Certificate, the Uncertificated
Intermediate Lower-Tier Interests and the Uncertificated Lower-Tier Interests.
(b) Except as otherwise provided in the Code, (i) the Depositor and the
Master 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, or deemed contributed, to any REMIC created hereunder after the
start-up day unless such contribution would not subject the Trust Estate to the
100% tax on contributions to a REMIC created hereunder after the start-up day of
such REMIC imposed by Code Section 860G(d).
(c) Neither the Securities Administrator, on behalf of the Trust Estate or
the Trustee, nor the Trustee, shall accept on behalf of any REMIC created
hereunder any fee or other compensation for services and none of the Securities
Administrator, the Trustee or the Master Servicer shall knowingly accept, on
behalf of the Trust Estate any income from assets other than those permitted to
be held by a REMIC.
(d) Neither the Securities Administrator, on behalf of the Trust Estate or
the Trustee, nor the Trustee, shall sell or permit the sale of all or any
portion of the Mortgage Loans (other than in accordance with Sections 2.02 or
2.04), unless such sale is pursuant to a "qualified liquidation" of the
applicable REMIC as defined in Code Section 860F(a)(4)(A) and in accordance with
Article X.
(e) The Securities Administrator shall maintain books with respect to the
Trust and each REMIC created hereunder on a calendar year taxable year basis and
on an accrual basis.
None of the Master Servicer, the Securities Administrator or 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 Master Servicer and the
Depositor, the Securities Administrator may engage in the activities otherwise
prohibited by the foregoing paragraphs (b), (c) and (d); provided that the
Master Servicer shall have delivered to the Securities Administrator an Opinion
of Counsel to the effect that such transaction will not result in the imposition
of a tax on any
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REMIC created hereunder and will not disqualify any such REMIC from treatment as
a REMIC; and, provided further, that the Master Servicer shall have demonstrated
to the satisfaction of the Securities Administrator that such action will not
adversely affect the rights of the Holders of the Certificates and the
Securities Administrator and that such action will not adversely impact the
rating of the Certificates. None of the Master Servicer, the Securities
Administrator, the Trustee or any Servicer 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 Interest Rate, defer or
forgive the payment thereof of any principal or interest payments, reduce the
Stated 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, none of the Master Servicer, the Securities Administrator,
the Trustee or any Servicer 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 Determination of LIBOR.
On each Rate Determination Date for a Class of LIBOR Certificates, the
Securities Administrator shall determine LIBOR for the applicable Distribution
Date on the basis of the British Bankers' Association ("BBA") "Interest
Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate
page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used
herein, "Telerate page 3750" means the display designated as page 3750 on the
Reuters Telerate Service.
If on any Rate Determination Date for a Class of LIBOR Certificates, the
Securities Administrator is unable to determine LIBOR on the basis of the method
set forth in the preceding paragraph, LIBOR for the applicable Distribution Date
will be whichever is higher of (x) LIBOR as determined on the previous Rate
Determination Date for such Class of LIBOR Certificates or (y) the Reserve
Interest Rate. The "Reserve Interest Rate" will be the rate per annum which the
Securities Administrator determines to be either (A) the arithmetic mean
(rounding such arithmetic mean upwards if necessary to the nearest whole
multiple of 1/16%) of the one-month U.S. Dollar lending rates that New York City
banks selected by the Securities Administrator are quoting, on the relevant Rate
Determination Date, to the principal London offices of at least two leading
banks in the London interbank market or (B) in the event that the Securities
Administrator can determine no such arithmetic mean, the lowest one-month U.S.
Dollar lending rate that the New York City banks selected by the Securities
Administrator are quoting on such Rate Determination Date to leading European
banks.
If on any Rate Determination Date for a Class of LIBOR Certificates, the
Securities Administrator is required but is unable to determine the Reserve
Interest Rate in the manner provided in the preceding paragraph, LIBOR for the
applicable Distribution Date will be LIBOR as determined on the previous Rate
Determination Date for such Class of LIBOR Certificates, or,
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in the case of the first Rate Determination Date for which the Securities
Administrator is required to determine LIBOR, 5.33%.
The establishment of LIBOR by the Securities Administrator and the
Securities Administrator's subsequent calculation of the rates of interest
applicable to each of the LIBOR Certificates in the absence of manifest error,
will be final and binding. After a Rate Determination Date, the Securities
Administrator shall provide the Pass-Through Rates of the LIBOR Certificates for
the related Distribution Date to Beneficial Owners or Holders of LIBOR
Certificates who place a telephone call to the Securities Administrator at (301)
815-6600 and make a request therefor.
Section 5.10 Master Servicer, Securities Administrator and Trustee
Indemnification. (a) 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.
(b) 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 Master 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
Master Servicer, the Master 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 Master Servicer's covenants.
(c) 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 Securities
Administrator 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 Securities Administrator, the Securities Administrator 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 Securities Administrator's
covenants.
(d) The Class 3-A-1 Interest that corresponds to the Class 3-A-1
Certificates will be entitled to receive interest and principal payments at the
times and in the amounts equal to those made on the Class 3-A-1 Certificates,
except that, for federal income tax purposes, the maximum interest rate payable
on the Class 3-A-1 Interest will equal the "Pass-Through Rate" for the Class
3-A-1 Certificates designated in the Preliminary Statement and payments made in
respect of the Yield Maintenance Agreement shall not be paid to the Class 3-A-1
Interest.
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Section 5.11 Grantor Trust Administration with Respect to the Exchangeable
Certificates.
(a) The Trustee and the Securities Administrator shall treat the portions
of the Trust Estate consisting of any interests in the Exchangeable REMIC
Certificates beneficially owned in the form of Exchangeable Certificates and
rights with respect thereto as assets of the Exchangeable Certificate Grantor
Trust and provisions of this Agreement shall be interpreted consistently with
this treatment. Each beneficial owner of Exchangeable REMIC Certificates that
elects to hold its interest in the Exchangeable REMIC Certificates in the form
of Exchangeable Certificates pursuant to Sections 6.03 and 6.04 of this
Agreement shall be deemed to have instructed the Securities Administrator to
deposit the applicable Exchangeable REMIC Certificates into the Exchangeable
Certificates Grantor Trust and all distributions in respect of such Exchangeable
REMIC Certificates shall be deposited into the Exchangeable Certificates Grantor
Trust Account. Funds in the Exchangeable Certificates Grantor Trust Account
shall remain uninvested. The Securities Administrator hereby designates the
Exchangeable Certificates Grantor Trust Account as a sub-account of the
Certificate Account.
(b) On each Distribution Date, the Securities Administrator shall be deemed
to deposit all distributions in respect of the Exchangeable REMIC Certificates
deemed received by it from the Upper-Tier Certificate Account pursuant to
paragraph (a) of this Section 5.11 in the Exchangeable Certificates Grantor
Trust Account, and shall immediately distribute such amounts in respect of the
related Exchangeable Certificates.
(c) Any beneficial owner of Exchangeable Certificates that exchanges such
Exchangeable Certificates for the related Exchangeable REMIC Certificates shall
be deemed to have instructed the Securities Administrator to remove such
Exchangeable REMIC Certificates from the Grantor Trust, so that distributions on
such Exchangeable REMIC Certificates are made directly from the Upper-Tier
Certificate Account to such beneficial owner.
(d) The Securities Administrator and the Trustee shall account for the
Exchangeable Certificates Grantor Trust and the rights with respect thereto as,
for federal income tax purposes, a grantor trust as described in Subpart E of
Part I of Subchapter J of the Code and Treasury Regulation Section
301.7701-4(c)(2) and not as assets of any REMIC created pursuant to this
Agreement. The Securities Administrator shall apply for a taxpayer
identification number on IRS Form SS-4 and any similarly required state or local
forms. The Securities Administrator shall furnish or caused to be furnished to
the Holders of the related Exchangeable Certificates and shall file or cause to
be filed IRS Form 1041 and such other forms as may be required by the Code and
regulations promulgated thereunder and any similar state or local laws with
respect to the allocable shares of income and expenses with respect to the
assets of the Exchangeable Certificates Grantor Trust at the time and in the
manner required by the Code and regulations promulgated thereunder and any
similar state or local laws. The Securities Administrator shall sign any forms
required above.
Section 5.12 Distributions on the Exchangeable Certificates. On each
Distribution Date, the Securities Administrator shall withdraw from the
Exchangeable Certificates Grantor Trust Account the Class Distribution Amount
for each Class with an Outstanding Exchangeable Certificate and shall make the
appropriate distributions to the Certificateholders of each such
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Class. All distributions of such Class Distribution Amount that are made with
respect to a particular Class shall be made pro rata among all Certificates of
such Class in proportion to their respective Class Certificate Balances, with no
preference or priority of any kind. As among any Outstanding Exchangeable
Classes, distributions shall be made to such Certificates, pro rata, in
proportion to the Class Certificate Balance of each such Class.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. The Classes of Senior Certificates and the
Subordinate Certificates shall be substantially in the forms attached hereto as
ββββββββ β�-βββ�, β�-βββ�, β�-βββ�, β�-βββ�, β�-βββ�, β�-βββ�, β�-βββ�, A-1A7, A-1A8, β�-βββ�,
β�-ββββ, β�-ββββ, β�-ββββ, β�-ββββ, β�-ββββ, β�-ββββ, A-1A16, A-1A17, A-1A18, A-1A19,
A-1A20, A-1A21, A-1A22, A-1A23, A-1A24, A-2A1, A-2A2, A-2A3, A-2A4, A-3A1,
A-3A2, A-3A3, A-3A4, A-30IO, A-30PO, B-M, 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
Securities Administrator and shall be authenticated and delivered by the
Securities Administrator to or upon the order of the Depositor upon receipt by
the Trustee of the documents specified in Section 2.01. The Classes of
Certificates shall be available to investors in minimum denominations of initial
Certificate Balance (or initial notional amount) 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 M, 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 Securities Administrator 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 Securities Administrator shall bind the Securities Administrator,
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
Securities Administrator 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.
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Section 6.02 Registration of Transfer and Exchange of Certificates. (a) The
Securities Administrator shall cause to be kept at an office or agency in the
city in which the Corporate Trust Office of the Securities Administrator is
located a Certificate Register in which, subject to such reasonable regulations
as it may prescribe, the Securities Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Securities Administrator shall initially serve as
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided.
(b) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of a like Class, tenor and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Securities Administrator shall execute and the
Securities Administrator 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 Securities Administrator or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator in
writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository and the Securities
Administrator or the Depositor is unable to locate a qualified successor,
the Securities Administrator shall notify all Certificate Owners
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through the Depository, of the occurrence of such event and of the
availability of definitive, fully-registered Certificates (the "Definitive
Certificates") to such Certificate Owners requesting the same. Upon
surrender to the Securities Administrator 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 Securities
Administrator shall issue the Definitive Certificates. None of the Master
Servicer, the Depositor, the Securities Administrator or the Trustee shall
be liable for any delay in delivery of such instruction and may
conclusively rely on, and shall be protected in relying on, such
instructions. The Depositor shall provide the Securities Administrator with
an adequate inventory of certificates to facilitate the issuance and
transfer of Definitive Certificates. Upon the issuance of Definitive
Certificates, the Securities Administrator 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 Securities Administrator 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
Securities Administrator 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
Securities Administrator or the Depositor and (ii) the Securities Administrator
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 Securities Administrator 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 Securities Administrator 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 Securities Administrator either (i) a representation
letter substantially in the form attached hereto as Exhibit H from the
transferee of such Certificate, which representation letter shall not be an
expense of the Depositor, the Trustee, the Securities Administrator or the
Master Servicer, or (ii) in the case of any ERISA Restricted Certificate (other
than the 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
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Person acting on behalf of a Plan, an Opinion of Counsel in form and substance
satisfactory to the Securities Administrator 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 a violation of Similar Law and
will not subject the Trustee, the Depositor, the Securities Administrator or the
Master Servicer to any obligation in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Securities
Administrator, the Depositor, the Trustee or the Master Servicer. Any transferee
of an ERISA Restricted Certificate that does not comply with either clause (i)
or (ii) of the preceding sentence will be deemed to have made one of the
representations set forth in Exhibit H. For purposes of clause (i) of the second
preceding sentence, such representation shall be deemed to have been made to the
Certificate Registrar by the acceptance by a Certificate Owner of a Book-Entry
Certificate of the beneficial interest in any such Class of ERISA-Restricted
Certificates, unless the Certificate Registrar shall have received from the
transferee an alternative representation or 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 Securities Administrator of an
Opinion of Counsel satisfactory to the Securities Administrator as described
above shall be void and of no effect.
Neither the Securities Administrator 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator 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.
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(iii) In connection with any proposed transfer of any Ownership
Interest in a Residual Certificate, the Securities Administrator shall
require delivery to it, in form and substance satisfactory to it, of an
affidavit substantially in the form attached hereto as Exhibit I 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
Securities Administrator 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 Securities Administrator with an effective Internal Revenue Service
Form W-8ECI (or successor thereto) or (B) the transferee delivers to both
the transferor and the Securities Administrator 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 Securities
Administrator 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
Securities Administrator 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 Securities
Administrator shall be distributed and delivered by the Securities
Administrator 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 Securities Administrator, based
on information provided to the Securities Administrator by the Master
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
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compute the tax imposed under Section 860E(e) of the Code on transfers of
residual interests to disqualified organizations. The expenses of the
Securities Administrator 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, or using assets of, a
Plan.
(g) No service charge shall be imposed for any transfer or exchange of
Certificates of any Class, but the Securities Administrator may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 6.03 Transfer of Exchangeable REMIC and Exchangeable Certificates.
(a) Upon the presentation and surrender by any Certificateholder of its
Exchangeable REMIC or Exchangeable Certificates in the appropriate Combination
as set forth in Exhibit V hereto, such Certificateholder shall thereby transfer,
assign, set over and otherwise convey to the Securities Administrator, all of
such Certificateholder's right, title and interest in and to such Exchangeable
REMIC or Exchangeable Certificates, including all payments of interest thereon
received after the date of such presentation and surrender and until such
Certificateholder informs the Securities Administrator that it wishes to again
hold its interest in the form of Exchangeable REMIC or Exchangeable
Certificates, as applicable.
(b) The Securities Administrator acknowledges any transfer and assignment
of Exchangeable REMIC or Exchangeable Certificates pursuant to the foregoing
paragraph, and hereby declares that it will hold the same in trust for the
Certificateholders on the terms set forth in this Agreement, and shall treat
such Exchangeable REMIC and Exchangeable Certificates in accordance with Section
5.11 of this Agreement.
Section 6.04 Exchanges of Exchangeable REMIC and Exchangeable Certificates.
(a) Exchangeable Certificates shall be exchangeable on the books of DTC for
Exchangeable REMIC Certificates and Exchangeable REMIC Certificates shall be
exchangeable on the books of DTC for Exchangeable Certificates, on and after the
Closing Date, by notice to the Securities Administrator substantially in the
form of Exhibit W hereto or under the terms and conditions hereinafter set forth
and otherwise in accordance with the procedures specified in this Agreement.
(b) In the case of each Combination, Certificates of the Class or Classes
of Exchangeable REMIC Certificates in such Combination shall be exchangeable for
Certificates of the Class of Exchangeable Certificates related to such
Combination in respective Denominations, determined based on the proportion that
the Maximum Initial Class Certificate Balances or Maximum Initial Notional
Amounts of such Exchangeable REMIC Certificates bear to the Maximum Initial
Class Certificate Balances of the related Exchangeable Certificates, as set
forth in Exhibit V hereto. Except as provided in Section 5.11 of this Agreement,
upon any such
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exchange, the portions of the Exchangeable REMIC Certificates designated for
exchange shall be deemed cancelled and replaced by the Exchangeable Certificates
issued in exchange therefor. Correspondingly, Exchangeable Certificates related
to a Combination may be further designated for exchange for Certificates of the
Exchangeable REMIC Classes in such Combination in respective Denominations
determined based on the proportion that the Maximum Initial Class Certificate
Balances or Maximum Initial Notional Amounts of such Exchangeable REMIC
Certificates bear to the Maximum Initial Class Certificate Balances of the
related Exchangeable Certificates, as set forth in Exhibit V hereto. There shall
be no limitation on the number of exchanges authorized pursuant to this Section
6.04 and, except as provided below, no fee or other charge shall be payable to
the Securities Administrator or DTC in connection therewith.
(c) In order to effect an exchange of Exchangeable REMIC Certificates or
Exchangeable Certificates, the Certificateholder shall notify the Securities
Administrator by e-mail at βββββββββββββββ@ββββββββββ.βββ� no later than two
Business Days before the proposed exchange date. The exchange date may be any
Business Day other than the first or last Business Day of the month, subject to
the Securities Administrator's approval. In addition, the Certificateholder must
provide notice on the Certificateholder's letterhead, which notice must carry a
medallion stamp guarantee and set forth the following information: the CUSIP
number of each Exchangeable REMIC or Exchangeable Certificate to be exchanged
and Exchangeable REMIC or Exchangeable Certificate to be received; the
outstanding portion of the Class Certificate Balance and/or Notional Amount and
the Maximum Initial Class Certificate Balance and/or Notional Amount of the
Exchangeable REMIC or Exchangeable Certificates to be exchanged; the
Certificateholder's DTC participant number; and the proposed exchange date.
After receiving the notice, the Securities Administrator shall e-mail the
Certificateholder with wire payment instructions relating to the exchange fee.
The Certificateholder will utilize the "deposit and withdrawal system" at DTC to
exchange the Certificates. The Securities Administrator shall verify the
proposed proportions to ensure that the principal and interest entitlements of
the Certificates received equal the entitlements of the Certificates
surrendered. If there is an error, the exchange will not occur until such error
is corrected. Unless rejected for error, a notice becomes irrevocable on the
second Business Day before the proposed exchange date.
(d) Notwithstanding any other provision herein set forth, a fee of $5,000
shall be payable to the Securities Administrator in connection with each
exchange.
(e) The Securities Administrator shall make the first distribution on an
Exchangeable REMIC or Exchangeable Certificate received in an exchange
transaction on the Distribution Date in the month following the month of the
exchange to the Certificateholder of record as of the close of business on the
last day of the month of the exchange.
Section 6.05 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 Securities
Administrator, 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 Securities Administrator
or the Certificate Registrar that such Certificate has been acquired by a bona
fide purchaser, the Securities Administrator shall
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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 Securities
Administrator may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Securities Administrator 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 6.06 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Master Servicer,
the Trustee, the Securities Administrator, the Certificate Registrar and any
agent of the Depositor, the Master Servicer, the Trustee, the Securities
Administrator 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 Master Servicer, the Trustee, the
Securities Administrator, the Certificate Registrar or any agent of the
Depositor, the Master Servicer, the Trustee, the Securities Administrator or the
Certificate Registrar shall be affected by notice to the contrary.
ARTICLE VII
THE DEPOSITOR AND THE MASTER SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Master
Servicer. The Depositor and the Master 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 Master
Servicer herein. By way of illustration and not limitation, the Depositor is not
liable for the master servicing and administration of the Mortgage Loans, nor is
it obligated by Section 8.01 to assume any obligations of the Master 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 Master
Servicer. The Depositor and the Master Servicer will each keep in full effect
its existence, rights and franchises as a separate entity under the laws
governing its organization, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
Any Person into which the Depositor or the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Depositor or the Master Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Master Servicer, shall be the
successor of the Depositor or the Master Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided,
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however, that the successor or surviving Person to the Master Servicer shall be
qualified to service mortgage loans on behalf of ββββββ βββ� or βββββββ� Mac.
In connection with the succession to the Master Servicer under this
Agreement by any Person (i) into which the Master Servicer may be merged or
consolidated, or (ii) which may be appointed as a successor to the Master
Servicer, the Master Servicer shall notify the Depositor of such succession or
appointment and shall furnish to the Depositor and the Securities Administrator
in writing and in form and substance reasonably satisfactory to the Depositor
and the Securities Administrator, all information reasonably necessary for the
Securities Administrator 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 Master Servicer
and Others. None of the Depositor, the Master Servicer or any of the directors,
officers, employees or agents of the Depositor or of the Master 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 Master Servicer or any such
Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor, the Master
Servicer and any director, officer, employee or agent of the Depositor or the
Master Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer and any director, officer,
employee or agent of the Depositor or the Master Servicer shall be indemnified
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
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action which is not incidental to its respective duties under this
Agreement and which in its opinion may involve it in any expense or liability;
provided, however, that the Depositor or the Master Servicer may in its
discretion undertake any such action which it may deem necessary or desirable in
respect to this Agreement and the rights and duties of the parties hereto and
the interests of the Certificateholders hereunder. In such event, the legal
expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Estate (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 Master Servicer shall each be entitled to be
reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit
in the Master Servicer Custodial Account as provided by Section 3.11.
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Section 7.04 Depositor and Master Servicer Not to Resign. Subject to the
provisions of Section 7.02, neither the Depositor nor the Master 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 Master Servicer shall be evidenced by an Opinion of Counsel to
such effect delivered to the Securities Administrator. No such resignation by
the Master Servicer shall become effective until the Securities Administrator or
a successor Master Servicer shall have assumed such Master 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 Master Servicer to remit amounts to the Securities
Administrator for deposit into the Certificate Account in the amount and manner
provided herein so as to enable the Securities Administrator to distribute to
Holders of Certificates any payment required to be made under the terms of such
Certificates and this Agreement which continues unremedied by 5:00 P.M. New York
time on the Business Day preceding the related Distribution Date; or
(b) failure on the part of the Master Servicer duly to observe or perform
in any material respect any other covenants or agreements of the Master 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 Master Servicer by the Securities Administrator, the Trustee
or the Depositor, or to the Master Servicer, the Depositor, the Securities
Administrator 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 Master
Servicer, or for the winding up or liquidation of the Master 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 Master 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 Master
Servicer or of or relating to substantially all of its property; or the Master
Servicer shall admit in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
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(e) failure by the Master 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 Master Servicer to make a Periodic Advance required to
be made by it pursuant to Section 3.19 not later than 5:00 P.M. New York time on
the Business Day on which the Master Servicer is required to remit funds to the
Securities Administrator pursuant to Section 3.09(b).
then, (i) in the case of 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 or the Depositor and shall not have been remedied by the
Master Servicer, either the Trustee or the Depositor 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 Master Servicer (and to the Trustee, if given by the Depositor,
and to the Depositor, if given by the Trustee), terminate all of the rights and
obligations of the Master 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 be obligated to
make such Periodic Advance and then, so long as such Event of Default shall not
have been remedied by 5:00 P.M. New York time on the related Distribution Date
(including the reimbursement to the Trustee by the Master Servicer, with
interest thereon at the Prime Rate (as set forth in The Wall Street Journal),
for any Periodic Advance made), the Trustee may, by notice given in writing to
the Master Servicer and the Depositor, terminate all of the rights and
obligations of the Master Servicer under this Agreement. On or after the receipt
by the Master Servicer of such written notice and subject to Section 8.05, all
authority and power of the Master 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, unless and until such time as the Trustee shall appoint a successor Master
Servicer pursuant to Section 8.05, and, without limitation, the Trustee is
hereby authorized and empowered to execute and deliver, on behalf of the Master
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement of the applicable Mortgage Loans and
related documents, or otherwise, including, without limitation, the recordation
of the assignments of the applicable Mortgage Loans to it. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the
responsibilities and rights of the Master 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 Master Servicer in the Master Servicer
Custodial Account or thereafter received by the Master 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 master servicing data and information to the successor Master
Servicer and amending this Agreement to reflect such succession as Master
Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master
Servicer (unless the predecessor Master Servicer is the Trustee, in which event
the previous Master Servicer shall be responsible for payment of such costs and
expenses so long as the transfer of servicing is not the result of an Event of
Default on the part of the Trustee in its
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capacity as the predecessor Master Servicer). Notwithstanding the termination of
the Master Servicer pursuant hereto, the Master Servicer shall remain liable for
any causes of action arising out of any Event 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
Master Servicer or any successor Master Servicer from its rights and duties as
master 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 Master 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 Master Servicer specified in Section
8.01(a) or (b) which would become an Event of Default upon such Master
Servicer's failure to remedy the same after notice, the Trustee shall give
notice thereof to the Master 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 Securities Administrator and the Securities
Administrator shall give prompt written notice thereof to the Certificateholders
in accordance with Section 8.01.
Section 8.05 Trustee to Act; Appointment of Successor. (a) Within 90 days
of the time the Master Servicer (and the Trustee if such notice of termination
is delivered by the Depositor)
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receives a notice of termination pursuant to Section 8.01, the Trustee (or other
named successor) shall, subject to Section 3.07, be the successor in all
respects to the Master Servicer in its capacity as master servicer under this
Agreement and the transactions set forth or provided for herein and shall be
subject to all the responsibilities, duties and liabilities relating thereto
placed on the Master 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 Master Servicer, immediately will assume all of the
obligations of the Master Servicer to make advances (including, without
limitation, Advances pursuant to Section 3.19) under this Agreement, (ii) the
Trustee, in its capacity as successor Master 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 Master 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 Master Servicer or any
acts or omissions of the predecessor Master 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 Master
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 Master Servicer. Subject to
Section 8.05(b), as compensation therefor, the Trustee shall be entitled to such
compensation as the terminated Master Servicer would have been entitled to
hereunder if no such notice of termination had been given, except for those
amounts due to the Master 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 Master Servicer hereunder in the assumption of all or any part of
the responsibilities, duties or liabilities of the Master Servicer hereunder;
provided, however, that any such institution appointed as a successor Master
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 Master Servicer. The appointment of a
successor Master Servicer shall not affect any liability of the predecessor
Master Servicer which may have arisen under this Agreement prior to its
termination as Master Servicer, nor shall any successor Master Servicer be
liable for any acts or omissions of the predecessor Master Servicer or for any
breach by the Master Servicer of any of its representations or warranties
contained herein or in any related document or agreement. Pending appointment of
a successor to a terminated Master 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 Master Servicing Transfer Costs shall be paid by the predecessor
Master Servicer (unless the predecessor Master Servicer is the Trustee, in which
event the previous Master Servicer shall be responsible for payment of such
costs and expenses so long as the transfer of servicing is not the result of an
Event of Default on the part of the Trustee in its capacity as the predecessor
Master Servicer) upon presentation of
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reasonable documentation of such costs, and if such predecessor Master Servicer
defaults in its obligation to pay such costs, such costs shall be paid by the
successor Master Servicer or the Trustee (in which case the successor Master
Servicer or the Trustee shall be entitled to reimbursement therefor from the
assets of the Trust).
(b) In connection with the appointment of a successor Master Servicer or
the assumption of the duties of the Master 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; provided, however, that such
compensation shall not exceed the compensation of the Master Servicer being
replaced.
(c) The Securities Administrator is hereby directed to execute and deliver,
on behalf of the Trust, the Yield Maintenance Agreement on the Closing Date and
to enforce the obligations of the Counterparty under the Yield Maintenance
Agreement thereafter, including by exercising any right that the Securities
Administrator may have to designate an "early termination date" under the Yield
Maintenance Agreement upon the occurrence of an "event of default" or a
"termination event" thereunder. Upon the occurrence of an "early termination
date" under the Yield Maintenance Agreement, and at the direction of the
Depositor, the Securities Administrator shall use reasonable efforts to replace
the Yield Maintenance Agreement with one that is furnished by a replacement for
the Counterparty acceptable to each Rating Agency, and the Securities
Administrator shall hold in trust any amount that is paid to it by the
Counterparty in respect of any such "early termination date" and apply such
amount to the purchase of the related replacement. If any portion of such amount
cannot be so used (either because a replacement for the Yield Maintenance
Agreement is not available or such amount exceeds the amount necessary to
purchase such replacement), the Securities Administrator shall deposit such
portion in the Reserve Fund. If such amount is insufficient to purchase a
replacement for the Yield Maintenance Agreement, the Securities Administrator
shall apply such amount to replace as much of the Yield Maintenance Agreement as
it is possible to replace with such amount. If the Counterparty transfers its
rights and obligations under the Yield Maintenance Agreement to another party in
accordance therewith or the Securities Administrator replaces the Yield
Maintenance Agreement with one that is furnished by a replacement for the
Counterparty acceptable to each Rating Agency in accordance with this Agreement,
then the Securities Administrator shall execute and deliver the related
replacement for, or novation of, the Yield Maintenance Agreement.
For so long as the Securities Administrator is required to file any report
with the Commission pursuant to Section 3.22 of this Agreement, upon its receipt
from BANA of each "significance estimate" for the Yield Maintenance Agreement
pursuant to the Mortgage Loan Purchase Agreement, the Securities Administrator
shall, on the basis of such "significance estimate," calculate the Yield
Maintenance Agreement's "significance percentage" of the Class Certificate
Balance of the related Class of Certificates as of the date of such
"significance estimate" in accordance with Item 1115 of Regulation AB. For the
avoidance of doubt, such "significance percentage" shall be a fraction,
expressed as a percentage, the numerator of which is such "significance
estimate" and the denominator of which is the Class Certificate Balance of the
Class 3-A-1 Certificates after distributions on the related Distribution Date.
The Securities Administrator also shall determine as of such date whether such
"significance percentage" would require disclosure of financial information with
respect to the Counterparty in any report
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required to be filed with the Commission pursuant to Section 3.22, and if it
does, the Securities Administrator shall make a written request of the
Counterparty for such information in accordance with the Yield Maintenance
Agreement not later than the second Business Day after it receives the related
"significance estimate." Upon its receipt of such information, the Securities
Administrator shall furnish such information to the Depositor and, if such
information is approved by the Depositor, shall include such information in the
related report as provided in Section 3.22.
(d) Any successor, including the Trustee, to the Master Servicer as master
servicer shall during the term of its service as master servicer maintain in
force (i) a policy or policies of insurance covering errors and omissions in the
performance of its obligations as master servicer hereunder and (ii) a fidelity
bond in respect of its officers, employees and agents to the same extent as the
Master 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 Master Servicer pursuant to this Article VIII,
the Securities Administrator 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 AND THE SECURITIES ADMINISTRATOR
Section 9.01 Duties of Trustee and Securities Administrator. (a) The
Trustee and the Securities Administrator, prior to the occurrence of an Event of
Default and after the curing or waiver of all Events of Default which may have
occurred, each undertake to perform such duties and only such duties as are
specifically set forth in this Agreement as duties of the Trustee and the
Securities Administrator, respectively. 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. In case an
Event of Default has occurred of which a Responsible Officer of the Securities
Administrator shall have actual knowledge (which has not been cured or waived),
the Securities Administrator 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 and the Securities Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee and the Securities Administrator
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 neither the Trustee nor
the Securities Administrator shall be responsible for the accuracy of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Master Servicer or the Depositor hereunder.
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(b) No provision of this Agreement shall be construed to relieve the
Trustee or the Securities Administrator 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 and the Securities Administrator
shall be determined solely by the express provisions of this Agreement, the
Trustee and the Securities Administrator shall not be liable except for the
performance of such duties and obligations as are specifically set forth in
this Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and the Securities Administrator and, in the
absence of bad faith on the part of the Trustee and the Securities
Administrator, the Trustee and the Securities Administrator may
conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or opinions furnished
to the Trustee and the Securities Administrator by the Depositor or the
Master 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 and the Securities Administrator 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
an 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 Master Servicer,
the Securities Administrator, the Depositor or any Certificateholder. The
Securities Administrator shall not be charged with knowledge of any default
or an Event of Default under Section 8.01 unless a Responsible Officer of
the Securities Administrator obtains actual knowledge of such failure or
event or any Responsible Officer of the Securities Administrator receives
written notice of such default or Event of Default at its Corporate Trust
Office from the Master Servicer, the Trustee, the Depositor or any
Certificateholder; and
(v) No provision in this Agreement shall require the Trustee or the
Securities Administrator to expend or risk its own funds or otherwise incur
any personal financial liability in the performance of any of its duties as
Trustee or Securities Administrator hereunder, or in the exercise of any of
its rights or powers, if the Trustee or the Securities Administrator 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 and none of the provisions contained in this
Agreement shall in any event require the Securities Administrator to
perform, or be responsible for the manner of performance of, any of the
obligations of the Master Servicer under this Agreement.
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(c) Subject to the conditions set forth in this Section 9.01(c), the
Securities Administrator is permitted to utilize one or more Subcontractors to
perform certain of its obligations hereunder. The Securities Administrator 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 Securities Administrator, 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 Securities Administrator of any Servicing Function
Participant, the Securities Administrator shall cause any such Servicing
Function Participant for the benefit of the Depositor to comply with the
provisions of Section 3.20 of this Agreement to the same extent as if such
Servicing Function Participant were the Securities Administrator. The Securities
Administrator 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 3.20, in each case as and when
required to be delivered.
Notwithstanding the foregoing, if the Securities Administrator engages a
Subcontractor in connection with the performance of any of its duties under this
Agreement, the Securities Administrator shall be responsible for determining
whether such Subcontractor is an Additional Servicer.
The Securities Administrator shall indemnify the Depositor, the Sponsor,
the Trustee, the Custodian, the Master 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
Securities Administrator's obligation set forth in the preceding paragraph or
the failure of the Securities Administrator 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 and the Securities
Administrator. Except as otherwise provided in Section 9.01:
(i) The Trustee and the Securities Administrator 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 and the Securities
Administrator, as applicable, may prescribe;
(ii) The Trustee and the Securities Administrator 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;
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(iii) Neither the Trustee nor the Securities Administrator shall be
under any obligation to exercise any of the trusts or powers vested in it
by this Agreement 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 or the
Securities Administrator, as the case may be, 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 or the
Securities Administrator of the obligation, upon the occurrence of an Event
of Default (which has not been cured or waived), to exercise such of the
rights and powers vested in it by this Agreement, and to use the same
degree of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such investor's
own affairs;
(iv) Neither the Trustee nor the Securities Administrator shall be
personally liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and after
the curing or waiving of all Events of Default which may have occurred,
neither the Trustee nor the Securities Administrator shall be bound to make
any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document, unless requested
in writing 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 or the Securities Administrator of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee or the Securities Administrator, as the
case may be, not reasonably assured to the Trustee or the Securities
Administrator, as applicable, by the security afforded to it by the terms
of this Agreement, the Trustee or the Securities Administrator, as the case
may be, 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;
(vi) The Trustee and the Securities Administrator may each 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; and
(vii) The right of the Trustee or the Securities Administrator to
perform any discretionary act enumerated in this Agreement shall not be
construed as a duty, and neither the Trustee nor the Securities
Administrator shall be answerable for other than its gross negligence or
willful misconduct in the performance of any such act.
Section 9.03 Neither Trustee nor Securities Administrator 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
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the Master Servicer, as applicable, and neither the Trustee nor the Securities
Administrator assumes responsibility for their correctness. Neither the Trustee
nor the Securities Administrator makes any representations as to the validity or
sufficiency of this Agreement or of the Certificates or any Mortgage Loans save
that the Trustee and the Securities Administrator represent 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).
Neither the Trustee nor the Securities Administrator shall at any time have
any responsibility or liability for or with respect to the legality, validity
and enforceability of any Mortgage or any Mortgage Loan, or the perfection and
priority of any Mortgage or the maintenance of any such perfection and priority
or for or with respect to the sufficiency of the Trust 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
Master Servicer pursuant to Section 8.05 and thereupon only for the acts or
omissions of the Trustee as the successor to the Master 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 Master Servicer pursuant to Section 8.05 and thereupon only for
the acts or omissions of the Trustee as successor to the Master Servicer); the
compliance by the Depositor or the Master 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 Master Servicer or any loss resulting therefrom, it
being understood that the Trustee and the Securities Administrator 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 Master Servicer (other than
if the Trustee shall assume the duties of the Master Servicer pursuant to
Section 8.05 and thereupon only for the acts or omissions of the Trustee as
successor to the Master Servicer), or any Mortgagor; any action of the Master
Servicer (other than if the Trustee shall assume the duties of the Master
Servicer pursuant to Section 8.05 and thereupon only for the acts or omissions
of the Trustee as successor to the Master Servicer) taken in the name of the
Trust or the Securities Administrator; the failure of the Master Servicer to act
or perform any duties required of it as agent of the Trust or the Securities
Administrator hereunder; or any action by the Trustee or the Securities
Administrator taken at the instruction of the Master Servicer (other than if the
Trustee shall assume the duties of the Master Servicer pursuant to Section 8.05
and thereupon only for the acts or omissions of the Trustee as successor to the
Master Servicer); provided, however, that the foregoing shall not relieve the
Trustee or the Securities Administrator of its obligation to perform its duties
under this Agreement, including, without limitation, the Trustee's review of the
Mortgage Files pursuant to Section 2.02. The Trustee shall file any 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.
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Section 9.04 Trustee and Securities Administrator May Own Certificates.
Each of the Trustee and the Securities Administrator in their individual or any
other capacities may become the owner or pledgee of Certificates with the same
rights it would have if it were not Trustee or the Securities Administrator and
may otherwise deal with the Master Servicer or any of its affiliates with the
same right it would have if it were not the Trustee or the Securities
Administrator.
Section 9.05 Eligibility Requirements for Trustee and the Securities
Administrator. The Trustee and the Securities Administrator 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 or securities administrator hereunder either an institution
(i) the long-term unsecured debt obligations of which are rated at βββββ� "ββ" by
Moody's and "A" by Fitch and S&P or (ii) whose serving as Trustee or Securities
Administrator 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, the Master Servicer or any 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 and the Securities
Administrator (other than the initial Trustee or Securities Administrator) shall
be in a state with respect to which an Opinion of Counsel has been delivered to
such Trustee at the time such Trustee or Securities Administrator is appointed
Trustee or Securities Administrator 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 or
the Securities Administrator shall cease to be eligible in accordance with the
provision of this Section 9.05, the Trustee or the Securities Administrator, as
the case may be, shall resign immediately in the manner and with the effect
specified in Section 9.06.
The Securities Administrator (i) may not be an originator, the Master
Servicer, Servicer, the Depositor or an affiliate of the Depositor unless the
Securities Administrator is in an institutional trust department, (ii) must be
authorized to exercise corporate trust powers under the laws of its jurisdiction
of organization, and (iii) must be either an institution (a) the long-term
unsecured debt obligations of which are rated at least "A" by S&P and at least
"A2" by Moody's or (b) whose serving as Securities Administrator hereunder would
not result in the lowering of the ratings originally assigned to any Class of
Certificates. If no successor Securities Administrator shall have been appointed
and shall have accepted appointment within 60 days after the Securities
Administrator ceases to be the Securities Administrator pursuant to this Section
9.05, then the Trustee shall perform the duties of the Securities Administrator
pursuant to this Agreement. 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, an
institution qualified under Section 9.05 hereof as the successor to the
Securities Administrator hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of a Securities Administrator hereunder;
provided, however, that any such institution appointed as successor Securities
Administrator shall not, as evidenced in writing by each Rating
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Agency, adversely affect the then current rating of any Class of Certificates
immediately prior to the termination of the Securities Administrator. The
Trustee shall notify the Rating Agencies of any change of the Securities
Administrator.
Section 9.06 Resignation and Removal of Trustee and the Securities
Administrator. The Trustee or the Securities Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
thereof to the Master Servicer and the Depositor and mailing a copy of such
notice to all Holders of record. The Trustee or the Securities Administrator, as
applicable, shall also mail a copy of such notice of resignation to each Rating
Agency. Upon receiving such notice of resignation, the Depositor shall use its
best efforts to promptly appoint a mutually acceptable successor Trustee or
Securities Administrator, as applicable, by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Trustee or
Securities Administrator, as applicable, and one copy to the successor Trustee
or Securities Administrator, as applicable. If no successor Trustee or
Securities Administrator, as the case may be, shall have been so appointed and
shall have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trustee or Securities Administrator may petition
any court of competent jurisdiction for the appointment of a successor Trustee
or Securities Administrator.
If at any time the Trustee or Securities Administrator 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 Master Servicer, or if at any time
the Trustee or the Securities Administrator shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the
Securities Administrator or of their respective property shall be appointed, or
any public officer shall take charge or control of the Trustee or the Securities
Administrator or of their respective property or affairs for the purpose of
rehabilitation, conservation or liquidation, or if at any time the Securities
Administrator 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 Master
Servicer may remove the Trustee or the Securities Administrator, as the case may
be, and appoint a successor trustee or securities administrator by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee or the Securities Administrator, as applicable, 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 or the Securities Administrator by
written instrument or instruments delivered to the Master Servicer and the
Trustee or the Securities Administrator, as applicable; the Master Servicer
shall thereupon use their best efforts to appoint a mutually acceptable
successor Trustee or Securities Administrator, as the case may be, in accordance
with this Section 9.06.
Any resignation or removal of the Trustee or the Securities Administrator
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 or Securities Administrator, as the case may be, as provided
in Section 9.07.
Notwithstanding anything to the contrary contained herein, the Master
Servicer and the Securities Administrator shall at all times be the same Person.
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Section 9.07 Successor Trustee or Securities Administrator. Any successor
Trustee or successor Securities Administrator appointed as provided in Section
9.06 shall execute, acknowledge and deliver to the Master Servicer and to its
predecessor Trustee or Securities Administrator, as applicable, an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or Securities Administrator shall become effective
and such successor Trustee or Securities Administrator, as the case may be,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
like effect as if originally named as Trustee or Securities Administrator, as
applicable, herein. The predecessor Trustee or Securities Administrator shall
duly assign, transfer, deliver and pay over to the successor Trustee or
Securities Administrator, as the case may be, the whole of the Mortgage Files
and related documents and statements held by it hereunder, together with all
instruments of transfer and assignment or other documents properly executed as
may be reasonably required to effect such transfer and such of the records or
copies thereof maintained by the predecessor Trustee or Securities Administrator
in the administration hereof as may be reasonably requested by the successor
Trustee or Securities Administrator, as the case may be, and shall thereupon be
discharged from all duties and responsibilities under this Agreement; provided,
however, that if the predecessor Trustee or Securities Administrator has been
removed pursuant to the third paragraph of Section 9.06, all reasonable expenses
of the predecessor Trustee or Securities Administrator incurred in complying
with this Section 9.07 shall be reimbursed by the Trust.
No successor Trustee or Securities Administrator shall accept appointment
as provided in this Section 9.07 unless at the time of such appointment such
successor Trustee or Securities Administrator, as the case may be, shall be
eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee or Securities
Administrator, as applicable, as provided in this Section 9.07, the Master
Servicer shall cooperate to mail notice of the succession of such Trustee or
Securities Administrator, as the case may be, hereunder to all Holders of
Certificates at their addresses as shown in the Certificate Register and to each
Rating Agency. If the Master Servicer fails to mail such notice within ten days
after acceptance of appointment by the successor Trustee or Securities
Administrator, the successor Trustee or Securities Administrator, as the case
may be, shall cause such notice to be mailed at the expense of the Master
Servicer.
Section 9.08 Merger or Consolidation of Trustee or Securities
Administrator. Any corporation or banking association into which either the
Trustee or the Securities Administrator 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 or the Securities
Administrator shall be a party, or any corporation or banking association
succeeding to all or substantially all of the corporate trust business of the
Trustee or the Securities Administrator, shall be the successor of the Trustee
or the Securities Administrator, as applicable, 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 or the Securities Administrator
under this Agreement by any Person (i) into which the Trustee or the Securities
Administrator may be merged or consolidated, or (ii) which may be appointed as a
successor to the Trustee or the Securities Administrator, the Trustee
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or the Securities Administrator, as the case may be, 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 for the Securities Administrator 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 Master Servicer and the Trustee acting
jointly shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee 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 Master Servicer and the Trustee may
consider necessary or desirable. If one or both of the Master Servicer shall not
have joined in such appointment within ten days after the receipt by it of a
request to do so, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor Trustee under Section 9.05 and no
notice to Holders of Certificates of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section 9.07. The Securities
Administrator 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
Master Servicer hereunder), the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust 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.
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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 Securities Administrator may
appoint one or more authenticating agents ("Authenticating Agents") which shall
be authorized to act on behalf of the Securities Administrator in authenticating
or countersigning Certificates. Initially, the Authenticating Agent shall be
βββββ� Fargo Bank, N.A. Wherever reference is made in this Agreement to the
authentication or countersigning of Certificates by the Securities Administrator
or the Securities Administrator's certificate of authentication or
countersigning, such reference shall be deemed to include authentication or
countersigning on behalf of the Securities Administrator by an Authenticating
Agent and a certificate of authentication or countersignature executed on behalf
of the Securities Administrator by an Authenticating Agent. Each Authenticating
Agent must be acceptable to the Master Servicer and must be a corporation or
banking association organized and doing business under the laws of the United
States of America or of any State, having a place of business in New York, New
York, having a combined capital and surplus of at least $15,000,000, authorized
under such laws to do a trust business and subject to supervision or examination
by Federal or State authorities.
Any corporation or banking association into which any Authenticating Agent
may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which any Authenticating Agent shall be a party, or any
corporation or banking association succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Securities Administrator or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Securities Administrator and to the Master Servicer. The
Securities Administrator may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Master 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 Securities Administrator may appoint a
successor Authenticating Agent, shall give written notice of such appointment to
the Master 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 Securities Administrator's Fees and Expenses and Trustee's
Fees and Expenses. The Trustee, as compensation for its services hereunder,
shall be entitled to a fee in
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an amount agreed upon between the Trustee and the Securities Administrator,
payable by the Securities Administrator out of its own funds and not out of any
funds of the Trust Estate. The Securities Administrator shall be entitled to
investment income from amounts on deposit in the Certificate Account as
compensation for its services hereunder. The Trustee and the Securities
Administrator, as the case may be, and any director, officer, employee or agent
of the Trustee or the Securities Administrator, as the case may be, 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 or Securities
Administrator's, as the case may be, 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 or
Securities Administrator's, as the case may be, duties hereunder, (b) resulting
from any tax or information return which was prepared by, or should have been
prepared by, the Master Servicer and (c) arising out of the transfer of any
ERISA-Restricted Certificate or the Residual Certificate not in compliance with
ERISA. Without limiting the foregoing, except as otherwise agreed upon in
writing by the Depositor and the Trustee or the Securities Administrator, and
except for any such expense, disbursement or advance as may arise from the
Trustee's or the Securities Administrator's gross negligence, bad faith or
willful misconduct, the Trust shall reimburse the Trustee and the Securities
Administrator for all reasonable expenses, disbursements and advances incurred
or made by the Trustee or the Securities Administrator 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,
neither the Trustee nor the Securities Administrator shall be entitled to
payment or reimbursement for any routine ongoing expenses incurred by the
Trustee or the Securities Administrator, as applicable, in the ordinary course
of its duties as Trustee or Securities Administrator, 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 or the Securities Administrator, as applicable,
hereunder.
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 Master
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 Master Servicer. Subject to this
Article IX, the Trustee agrees 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
Master Servicer, the Securities Administrator 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 reasonable
costs, fees and expenses that any of them may sustain in any way related to the
failure of a Custodian to perform any of its obligations under Section 3.21.
Notwithstanding the foregoing, in no event shall a Custodian be liable for any
consequential, indirect or punitive damages pursuant to this Section 9.12.
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Section 9.13 Paying Agents. The Securities Administrator may appoint one or
more Paying Agents (each, a "Paying Agent") which shall be authorized to act on
behalf of the Securities Administrator in making withdrawals from the
Certificate Account and distributions to Certificateholders as provided in
Section 3.09, Section 3.11 and Section 5.02. Wherever reference is made in this
Agreement to the withdrawal from the Certificate Account by the Securities
Administrator, such reference shall be deemed to include such a withdrawal on
behalf of the Securities Administrator by a Paying Agent. Initially, the Paying
Agent shall be βββββ� Fargo Bank, N.A. Whenever reference is made in this
Agreement to a distribution by the Securities Administrator or the furnishing of
a statement by the Securities Administrator, such reference shall be deemed to
include such a distribution or furnishing on behalf of the Securities
Administrator by a Paying Agent. Each Paying Agent shall provide to the
Securities Administrator such information concerning the Certificate Account as
the Securities Administrator shall request from time to time. Each Paying Agent
must be reasonably acceptable to the Master 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 or
the Securities Administrator) 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 Securities Administrator 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.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee, the Securities Administrator and to the Master
Servicer; provided that the Paying Agent has returned to the Certificate Account
or otherwise accounted, to the reasonable satisfaction of the Securities
Administrator, for all amounts it has withdrawn from the Certificate Account.
The Securities Administrator may, upon prior written approval of the Master
Servicer, at any time terminate the agency of any Paying Agent by giving written
notice of termination to such Paying Agent and to the Master 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 Securities
Administrator may appoint, upon prior written approval of the Master Servicer, a
successor Paying Agent, shall give written notice of such appointment to the
Master 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 Securities Administrator shall remain liable for any
duties and obligations assumed by its appointed Paying Agent.
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Section 9.14 Limitation of Liability. The Certificates are executed by the
Securities Administrator, not in its individual capacity but solely as
Securities Administrator 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 Securities Administrator in the
Certificates is made and intended not as a personal undertaking or agreement by
the Securities Administrator but is made and intended for the purpose of binding
only the Trust.
Section 9.15 Trustee or Securities Administrator 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 or the
Securities Administrator without the possession of any of the Certificates or
the production thereof in any proceeding relating thereto, and such preceding
instituted by the Trustee or the Securities Administrator shall be brought in
its own name or in its capacity as Trustee or Securities Administrator. 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 Master Servicer or the Depositor hereunder shall occur and be
continuing, the Trustee, in its discretion, may proceed to protect and enforce
its rights and the rights of the Holders of Certificates under this Agreement by
a suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or
in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy, as the Trustee, being
advised by counsel, shall deem most effectual to protect and enforce any of the
rights of the Trustee and the Certificateholders.
Section 9.17 Waiver of Bond Requirement. The Trustee shall be relieved of,
and each Certificateholder hereby waives, any requirement of any jurisdiction in
which the Trust, or any part thereof, may be located that the Trustee post a
bond or other surety with any court, agency or body whatsoever.
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement. The
Trustee shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof, may be
located that the Trustee file any inventory, accounting or appraisal of the
Trust with any court, agency or body at any time or in any manner whatsoever.
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase or Liquidation of All Mortgage
Loans. Subject to Section 10.02, the respective obligations and responsibilities
of the Depositor, the Master Servicer, the Securities Administrator and the
Trustee created hereby (other than the obligation of the Securities
Administrator 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 Securities Administrator pursuant to Sections 5.04(b) and
5.05(b)) shall terminate upon the
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last action required to be taken by the Securities Administrator on the Final
Distribution Date pursuant to this Article X following the earlier of (a) the
purchase of all the Mortgage Loans and all REO Property remaining in the Trust
Estate by the Master Servicer at a price equal to the sum of (i) 100% of the
Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan as
to which REO Property has been acquired and whose fair market value is included
pursuant to clause (ii) below) and (ii) the fair market value of such REO
Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates
as well as any accrued and unpaid interest through the last day of the month of
such purchase at the related Mortgage Interest Rate on the Stated Principal
Balance of each Mortgage Loan (including any Mortgage Loan as to which REO
Property has been acquired) or (b) the final payment or other liquidation (or
any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Estate and the disposition of all REO Property.
The Master Servicer may not exercise its purchase option for the Mortgage
Loans until all Reimbursement Amounts for the Mortgage Loans have been paid. The
Securities Administrator shall notify the Sponsor, upon notice of Master
Servicer's intent to exercise its purchase option of any Reimbursement Amount
outstanding.
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 ββββββ β�. βββββββ�, the late ambassador of the United
States to the Court of St. βββββ�, living on the date hereof.
The right of the Master Servicer to purchase the Mortgage Loans is
conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans
being less than 1% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans. In addition, the right of the Master Servicer to purchase the
Mortgage Loans is conditioned on the sum of clause (a)(i) and (ii) of the first
paragraph of this Section 10.01 being less than or equal to the aggregate fair
market value of the Mortgage Loans being purchased (other than any Mortgage Loan
as to which REO Property has been acquired) and the REO Properties; provided,
however, that this sentence shall not apply to any purchase by the Master
Servicer if, at the time of purchase, the Master 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 the purposes of the previous
sentence and the first paragraph of this Section 10.01 will be determined by the
Master Servicer exercising its purchase right as of the close of business on the
third (3rd) Business Day next preceding the date upon which such notice of the
exercise of any purchase right is furnished to Certificateholders pursuant to
the sixth paragraph of this Section 10.01.
If such right is exercised by the Master Servicer, the Trustee or a
Custodian on its behalf shall, promptly following receipt by the Trustee of
written confirmation from the Securities Administrator of payment of the
purchase price, release to the Master Servicer or its respective designees, the
Mortgage Files pertaining to such Mortgage Loans being purchased. The Master
Servicer's right, title and interest in and to such purchased Mortgage Loans and
the related Mortgage Files shall be subject to the servicing rights of the
Servicers pursuant to the related Servicing Agreements.
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Notice of the exercise of any purchase option by the Master Servicer and
notice of any termination of the Trust or any portion of the Trust, specifying
the Final Distribution Date or the applicable Distribution Date, upon which the
applicable Certificateholders may surrender their Certificates to the Securities
Administrator for payment of the final distribution and for cancellation, shall
be given promptly by the Securities Administrator by letter to the
Certificateholders mailed not earlier than the 10th day and not later than the
15th day of the month next preceding the month of such final distribution
specifying (1) the Final Distribution Date or 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 Securities
Administrator 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
applicable Certificates at the office or agency of the Securities Administrator
therein specified. Upon the exercise of its purchase option, the Master Servicer
shall remit to the Securities Administrator for deposit to the Certificate
Account on or before the Final Distribution Date or the applicable 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 such Final
Distribution Date or Distribution Date, as applicable, equal to the purchase
price for the related assets of the Trust Estate or any portion of the Trust
Estate computed as above provided together with a statement as to the amount to
be distributed on each applicable Class of Certificates pursuant to the next
succeeding paragraph.
Upon presentation and surrender of the applicable Certificates, the
Securities Administrator shall cause to be distributed to Certificateholders of
each Class, in the order set forth in Section 5.02 hereof, on the Final
Distribution Date or the applicable Distribution Date, and in proportion to
their respective Percentage Interests, with respect to Certificateholders of the
same Class, an amount equal to (I) as to each such Class of Certificates, the
Class Certificate Balance thereof plus (a) accrued interest thereon in the case
of an interest-bearing Certificate and (b) the applicable PO Deferred Amount and
(II) as to the Class 1-A-R Certificate, the amounts, if any, which remain on
deposit (or are deemed to remain on deposit) in the Upper-Tier Certificate
Sub-Account, the Intermediate Lower-Tier Certificate Sub-Account and the
Certificate Account, respectively (other than the amounts retained to meet
claims) after application pursuant to clause (I) above. An amount shall be
distributed in respect of interest and principal to the Uncertificated
Lower-Tier Interests and the Uncertificated Intermediate Lower-Tier Interests in
the same manner as principal and interest are distributed to the Uncertificated
Lower-Tier Interests and the Uncertificated Intermediate Lower-Tier Interests,
respectively, as provided in Section 5.02.
If the applicable Certificateholders do not surrender their Certificates
for final payment and cancellation on or before the Final Distribution Date, the
Securities Administrator shall on such date cause all funds in the Certificate
Account not distributed in final distribution to such Certificateholders of such
Group to continue to be held by the Securities Administrator in an Eligible
Account for the benefit of such Certificateholders and the Securities
Administrator shall give a second written notice to the remaining applicable
Certificateholders to surrender their Certificates for cancellation and receive
a final distribution with respect thereto. If within one (1) year after the
second notice all the applicable Certificates shall not have been surrendered
for cancellation, the Securities Administrator may take appropriate steps, or
may appoint an agent to take appropriate steps, to contact the remaining
applicable Certificateholders concerning
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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 Master
Servicer exercises its purchase option as provided in Section 10.01, the Trust
shall be terminated in accordance with the following additional requirements,
unless the Securities Administrator and the Trustee have 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" or "prohibited contributions" in respect of
any REMIC created hereunder as defined in the REMIC Provisions, or (ii) cause
any REMIC created hereunder to fail to qualify as a REMIC at any time that any
related Certificates are outstanding:
(i) The Securities Administrator shall specify the first day in the
90-day liquidation period in a statement attached to each REMIC's final tax
return pursuant to Treasury Regulation Section 1.860F-1 and shall satisfy
all requirements of a qualified liquidation under Section 860F of the Code
and any regulations thereunder;
(ii) During such 90-day liquidation period, and at or prior to the
time of making of the final payment on the Certificates, the Securities
Administrator shall sell all of the assets of the Trust Estate to the
Master Servicer for cash; and
(iii) At the time of the making of the final payment on the
Certificates, the Securities Administrator shall distribute or credit, or
cause to be distributed or credited to the Holder of the Residual
Certificate all cash on hand in the Trust Estate (other than cash retained
to meet claims), and the Trust shall terminate at that time.
(b) By its acceptance of the Residual Certificate, the Holder thereof
hereby agree to take such other action in connection with such plan of complete
liquidation as may be reasonably requested by the Depositor, the Trustee or the
Securities Administrator 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 Master Servicer, the Securities Administrator 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 any REMIC created hereunder as a
REMIC or the Exchangeable Certificates Grantor Trust as a grantor trust within
the meaning of the Code and related regulations at all times that any related
Certificates are outstanding or to avoid or minimize the risk of the imposition
of any tax on any REMIC or the Exchangeable Certificates Grantor Trust created
hereunder pursuant to the Code that would be a claim against the Trust Estate,
provided
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that (a) the Trustee and the Securities Administrator have 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, Class M, Class B-1, Class B-2, Class B-3, Class B-4, 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 or the Exchangeable Certificates Grantor Trust created hereunder or
the Certificateholders or cause any REMIC created hereunder to fail to qualify
as a REMIC or cause the Exchangeable Certificates Grantor Trust to fail to
qualify as a grantor trust within the meaning of the Code and related
regulations at any time that any Certificates are outstanding.
This Agreement may also be amended from time to time by the Depositor, the
Master Servicer, the Securities Administrator and the Trustee and 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 and the Securities Administrator with an Opinion of Counsel stating that
such amendment would adversely affect the qualification of any REMIC created
hereunder or of the Exchangeable Certificates Grantor Trust as a REMIC or cause
a tax on any REMIC created hereunder or on the Exchangeable Certificates Grantor
Trust and notice of the conclusion expressed in such Opinion of Counsel shall be
included with any such solicitation.
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Promptly after the execution of any such amendment or consent the
Securities Administrator 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 Securities Administrator may prescribe.
Prior to the execution of any amendment to this Agreement, each of the
Trustee and the Securities Administrator 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 and the Securities Administrator may, but shall
not be obligated to, enter into any such amendment which affects the Trustee's
or the Securities Administrator's own 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 Securities Administrator 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 Securities Administrator 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 with respect to this Agreement, unless such
Holder previously shall have given to the Securities
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Administrator 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 Securities
Administrator to institute such action, suit or proceeding in its own name as
Securities Administrator hereunder and shall have offered to the Securities
Administrator such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, and the Securities
Administrator, 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 Securities
Administrator, 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 Securities Administrator 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 (INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW), 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 Securities Administrator 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, βββ� βββββ� βββββ� ββββββ,
βββββββββ�, βββββ� ββββββββ βββββ�, Attention: General Counsel and Chief Financial
Officer, (b) in the case of the Master Servicer, CitiMortgage, Inc., ββββ ββββββ
ββββ., ββββββ, βββββ� βββββ�, Attention: Master Servicing Compliance, (c) in the
case of the Securities Administrator, βββββ� Fargo Bank, N.A., β�.β�. βββ� ββ,
ββββββββ, ββββββββ βββββ�, Attention: BAFC, Series 2006-6, and for overnight
delivery purposes, βββββ� Fargo Bank, N.A., ββββ βββ� βββββββββ� ββββ, ββββββββ,
ββββββββ
-133-
21045-1951, Attention: BAFC, Series 2006-6, with a copy to βββββ� Fargo Bank,
N.A., Sixth and βββββββββ� ββββββ, βββββββββββ�, βββββββββ�, βββββ�, Attention:
BAFC, Series 2006-6, (d) in the case of the Trustee, U.S. Bank National
Association, βββ� βββββ� βββββββ� ββββββ, βββββ� βββ�, βββββββ�, ββββββββ βββββ�,
Attention: Corporate Trust Services, BAFC, Series ββββ-β�, βββββββββ�: Structured
Finance Services, BAFC 2006-6, (e) in the case of Fitch, Fitch Ratings, βββ�
βββββ� ββββββ βββββ�, βββ� ββββ, βββ� ββββ βββββ�, Attention: Residential Mortgage
Surveillance Group; (f) in the case of Moody's, βββββ�'β� Investors Service, Inc.,
ββ ββββββ ββββββ, βββ� ββββ, βββ� ββββ βββββ�, Attn: Residential Mortgage
Surveillance Manager; and (g) in the case of S&P, Standard & Poor's, a division
of The ββββββ-ββββ Companies, Inc., ββ βββββ� ββββββ, βββ� ββββ, βββ� ββββ βββββ�,
Attention: Residential Mortgage Surveillance Group or, as to each party, at such
other address as shall be designated by such party in a written notice to each
other party. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice 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 Securities Administrator 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
Securities Administrator 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 and the
Securities Administrator, within 15 days after the receipt of a request by the
Trustee and/or the Securities Administrator in writing, a list, in such form as
the Trustee and/or the Securities Administrator 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 Securities
Administrator, 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 Securities
Administrator shall, within five (5) 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 Securities Administrator. If
such a list is as of a date more than 90 days prior to the date of receipt of
such applicants' request, the Securities Administrator shall promptly request
-134-
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 Securities Administrator that neither the
Certificate Registrar nor the Securities Administrator 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, including the rights of the Depositor as
assignee of the Sponsor with respect to the Sponsor's rights under the Servicing
Agreements 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 its 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 Master Servicer, the Securities Administrator, 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 Master Servicer, the Securities
Administrator, the Trustee and the Custodian, as applicable, reasonably believed
by the Depositor to be necessary in order to effect such compliance.
-135-
IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Securities
Administrator 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/ βββββ� βββββ�
------------------------------------
Name: βββββ� βββββ�
Title: Senior Vice President
CITIMORTGAGE, INC., as Master Servicer
By: /s/ βββββ� ββββββ
------------------------------------
Name: βββββ� ββββββ
Title: Senior Vice President
βββββ� FARGO BANK, N.A., as Securities
Administrator
By: /s/ βββββ� β�. ββββββ
------------------------------------
Name: βββββ� β�. ββββββ
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By: /s/ βββββββ� β�. βββββ�
------------------------------------
Name: βββββββ� β�. βββββ�
Title:Vice President
[Signature Page to the Pooling and Servicing Agreement]
-136-
STATE OF Maryland)
) ss.:
COUNTY ββββββ )
)
On the 28th day of September, 2006, before me, a notary public in and for
the State of Maryland, personally appeared βββββ� β�. ββββββ, known to me
who, being by me duly sworn, did depose and say that s/he is a Vice President
of βββββ� Fargo Bank, N.A., a national banking association, one of the parties
that executed the foregoing instrument; and that s/he signed her/his name
thereto by order of the Board of Directors of such association.
/s/ ββββββ β�. βββββββ�
----------------------------------------
Notary Public
[Notarial Seal]
My commission expires January 7, 2009.
[Notary Page to the Pooling and Servicing Agreement]
-137-
STATE OF NORTH CAROLINA)
) ss.:
COUNTY OF MECKLENBURG )
)
On the 28th day of September, 2006, before me, a notary public in and for
the State of North Carolina, personally appeared βββββ� βββββ�, known to me
who, being by me duly sworn, did depose and say that s/he is a Vice President of
Banc of America Funding Corporation, a Delaware corporation, one of the parties
that executed the foregoing instrument; and that s/he signed her/his name
thereto by order of the Board of Directors of such corporation.
/s/ E. βββββ� ββββββ
----------------------------------------
Notary Public
[Notarial Seal]
My commission expires October 4, 2010.
[Notary Page to the Pooling and Servicing Agreement]
-138-
STATE OF Illinois)
) ss.:
COUNTY OF ββββ )
)
On the 28th day of September, 2006, before me, a notary public in and for
the State of Illinois, personally appeared βββββββ� β�. βββββ�, known to me who,
being by me duly sworn, did depose and say that s/he is a Vice President of U.S.
Bank National Association, a national banking association, one of the parties
that executed the foregoing instrument; and that s/he signed her/his name
thereto by order of the Board of Directors of such association.
/s/ ββββββββ β�. Child
----------------------------------------
Notary Public
[Notarial Seal]
My commission expires October 20, 2007.
[Notary Page to the Pooling and Servicing Agreement]
-139-
STATE OF Texas )
) ss.:
COUNTY OF Dallas)
)
On the 28th day of September, 2006, before me, a notary public in and for
the State of Texas, personally appeared βββββ� ββββββ, known to me
who, being by me duly sworn, did depose and say that s/he is a
Senior Vice President of CitiMortgage, Inc., a New York corporation, one of the
parties that executed the foregoing instrument; and that s/he signed her/his
name thereto by order of the Board of Directors of such corporation.
/s/ ββββββ βββββββ�
----------------------------------------
Notary Public
[Notarial Seal]
My commission expires May 15, 2008.
[Notary Page to the Pooling and Servicing Agreement]
-140-
EXHIBIT A-1AR
[FORM OF FACE OF CLASS 1-A-R CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
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 2006-6
Class 1-A-R
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $100.00
Initial Class Certificate
Balance of this Class: $100.00
Pass-Through Rate: 6.250%
CUSIP No.: 05950R BA 6
ISIN No.: US05950RBA68
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement the Holder of this Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer, the
Securities Administrator or the Trustee or any of their respective affiliates.
Neither this
A-1AR-2
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Any distribution of the proceeds of any remaining assets of the applicable
subaccount of the Certificate Account will be made only upon presentment and
surrender of this Class 1-A-R Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class 1-A-R Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class
1-A-R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 1-A-R Certificate shall be a Permitted
Transferee and shall promptly notify the Securities Administrator 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 Securities
Administrator 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 Securities
Administrator 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 Securities Administrator with an effective
Internal Revenue Service Form W-8ECI (or any successor thereto) or (B) the
transferee delivers to both the transferor and the Securities Administrator 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 Securities Administrator, based on information provided
to the Securities Administrator by the Master 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.
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 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.
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.
A-1AR-3
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 Securities Administrator.
A-1AR-4
EXHIBIT A-1A1
[FORM OF FACE OF CLASS 1-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
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.
β�-βββ�-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-1
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $62,329,200.00
Pass-Through Rate: 5.750%
CUSIP No.: 05950R AA 7
ISIN No.: US05950RAA77
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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
Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
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 2006-6
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.
β�-βββ�-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-2
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $80,000,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 05950R AB 5
ISIN No.: US05950RAB50
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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
Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
A-1A2-3
EXHIBIT A-1A3
[FORM OF FACE OF CLASS 1-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-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.
β�-βββ�-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-3
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $20,352,800.00
Pass-Through Rate: Floating
CUSIP No.: 05950R AC 3
ISIN No.: US05950RAC34
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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-1A3-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator 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 as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
A-1A3-3
EXHIBIT A-1A4
[FORM OF FACE OF CLASS 1-A-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-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 NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
β�-βββ�-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-4
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Notional Amount
of this Certificate
("Denomination"): $
Initial Notional Amount
of this Class: $20,352,800.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 05950R AD 1
ISIN No.: USO5950RAD17
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated September 28, 2006 (the "Pooling and Servicing
Agreement"), among the Depositor, CitiMortgage, Inc., as master servicer (the
"Master Servicer"), βββββ� Fargo Bank, N.A., as securities administrator (the
"Securities Administrator"), and U.S. Bank National Association, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
This Class 1-A-4 Certificate is not entitled to any distributions with
respect to principal.
A-1A4-2
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Master Servicer, the Securities
Administrator 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 as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
A-1A4-3
EXHIBIT A-1A5
[FORM OF FACE OF CLASS 1-A-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-5
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
β�-βββ�-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-5
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $15,000,000.00
Pass-Through Rate: Floating
CUSIP No.: 05950R AE 9
ISIN No.: US05950RAE99
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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-1A5-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator 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 as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
A-1A5-3
EXHIBIT A-1A6
[FORM OF FACE OF CLASS 1-A-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-6
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
β�-βββ�-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-6
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Notional
Amount of this
Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $15,000,000.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 05950R AF 6
ISIN No.: USO5950RAF64
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated September 28, 2006 (the "Pooling and Servicing
Agreement"), among the Depositor, CitiMortgage, Inc., as master servicer (the
"Master Servicer"), βββββ� Fargo Bank, N.A., as securities administrator (the
"Securities Administrator"), and U.S. Bank National Association, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
This Class 1-A-6 Certificate is not entitled to any distributions with
respect to principal.
A-1A6-2
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Master Servicer, the Securities
Administrator 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 as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
A-1A6-3
EXHIBIT A-1A7
[FORM OF FACE OF CLASS 1-A-7 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-7
[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.
β�-βββ�-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-7
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $21,229,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 05950R AG 4
ISIN No.: US05950RAG48
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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-1A7-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
A-1A7-3
EXHIBIT A-1A8
[FORM OF FACE OF CLASS 1-A-8 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-8
[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.
β�-βββ�-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-8
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $291,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 05950R AH 2
ISIN No.: US05950RAH21
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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-1A8-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
A-1A8-3
EXHIBIT A-1A9
[FORM OF FACE OF CLASS 1-A-9 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-9 Exchangeable REMIC Certificate
[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").
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATE OR CERTIFICATES IN THE RELATED COMBINATION GROUP.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 1-A-10 CERTIFICATES WILL BE BORNE BY THE
CLASS 1-A-9 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
β�-βββ�-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-9 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Maximum Initial Certificate
Balance of this
Certificate: $
Maximum Initial Class Certificate
Balance of this Class: $3,917,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05950R AJ 8
ISIN No.: US05950RAJ86
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the current
Certificate Balance of this Certificate by the current 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 September 28, 2006 (the
"Pooling and Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as
master servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement the Holder of this Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer,
A-1A9-2
the Securities Administrator 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.
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 Securities Administrator.
A-1A9-3
EXHIBIT A-1A10
[FORM OF FACE OF CLASS 1-A-10 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-10 Exchangeable REMIC Certificate
[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").
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATE OR CERTIFICATES IN THE RELATED COMBINATION GROUP.
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.
β�-ββββ-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-10 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Maximum Initial Certificate
Balance of this
Certificate: $
Maximum Initial Class Certificate
Balance of this Class: $32,256,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05950R AK 5
ISIN No.: US05950RAK59
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the current
Certificate Balance of this Certificate by the current 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 September 28, 2006 (the
"Pooling and Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as
master servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement the Holder of this Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer,
A-1A10-2
the Securities Administrator 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.
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 Securities Administrator.
A-1A10-3
EXHIBIT A-1A11
[FORM OF FACE OF CLASS 1-A-11 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-11 Exchangeable REMIC Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATE OR CERTIFICATES IN THE RELATED COMBINATION GROUP.
β�-ββββ-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-11 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Maximum Initial Notional
Amount of this
Certificate: $
Maximum Initial Notional
Amount of this Class: $1,566,920.00
Pass-Through Rate: 6.250%
CUSIP No.: 05950R AL 3
ISIN No.: USO5950RAL33
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the current
notional amount of this Certificate by the current Notional Amount of the Class
to which this Certificate belongs) in certain monthly distributions with respect
to a Trust consisting primarily of the Mortgage Loans deposited by Banc of
America Funding Corporation (the "Depositor"). The Trust was created pursuant to
a Pooling and Servicing Agreement, dated September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement the Holder of this Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.
This Class 1-A-11 Certificate is not entitled to any distributions with
respect to principal.
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Master Servicer, the Securities
Administrator or the Trustee or
A-1A11-2
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
A-1A11-3
EXHIBIT A-1A12
[FORM OF FACE OF CLASS 1-A-12 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-12 Exchangeable REMIC Certificate
[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").
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATE OR CERTIFICATES IN THE RELATED COMBINATION GROUP.
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.
β�-ββββ-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-12 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Maximum Initial Certificate
Balance of this
Certificate: $
Maximum Initial Class Certificate
Balance of this Class: $86,049,000.00
Pass-Through Rate: 5.750%
CUSIP No.: 05950R AM 1
ISIN No.: US05950RAM16
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the current
Certificate Balance of this Certificate by the current 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 September 28, 2006 (the
"Pooling and Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as
master servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement the Holder of this Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer,
A-1A12-2
the Securities Administrator 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.
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 Securities Administrator.
A-1A12-3
EXHIBIT A-1A13
[FORM OF FACE OF CLASS 1-A-13 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-13 Exchangeable REMIC Certificate
[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").
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATE OR CERTIFICATES IN THE RELATED COMBINATION GROUP.
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.
β�-ββββ-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-13 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Maximum Initial Certificate
Balance of this
Certificate: $
Maximum Initial Class Certificate
Balance of this Class: $10,600,000.00
Pass-Through Rate: 5.750%
CUSIP No.: 05950R AN 9
ISIN No.: US05950RAN98
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the current
Certificate Balance of this Certificate by the current 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 September 28, 2006 (the
"Pooling and Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as
master servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement the Holder of this Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer,
A-1A13-2
the Securities Administrator 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.
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 Securities Administrator.
A-1A13-3
EXHIBIT A-1A14
[FORM OF FACE OF CLASS 1-A-14 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-14
[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.
β�-ββββ-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-14
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $21,834,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05950R AP 4
ISIN No.: US05950RAP47
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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-1A14-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
A-1A14-3
EXHIBIT A-1A15
[FORM OF FACE OF CLASS 1-A-15 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-15
[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").
UNTIL THE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE BECAUSE SUCH UNPAID
INTEREST IS ADDED TO THE CERTIFICATE BALANCE OF THIS CERTIFICATE AND BECAUSE
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MORE OR LESS THAN THE
AMOUNT SET FORTH BELOW.
β�-ββββ-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-15
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $499,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 05950R AQ 2
ISIN No.: US05950R1BAQ20
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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-1A15-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
A-1A15-3
EXHIBIT A-1A16
[FORM OF FACE OF CLASS 1-A-16 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-16
[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.
β�-ββββ-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-16
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $19,679,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 05950R AR 0
ISIN No.: US05950RAR03
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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-1A16-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
A-1A16-3
EXHIBIT A-1A17
[FORM OF FACE OF CLASS 1-A-17 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-17
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
β�-ββββ-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-17
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Notional
Amount of this
Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $4,739,320.00
Pass-Through Rate: 6.250%
CUSIP No.: 05950R AS 8
ISIN No.: USO5950RAS85
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated September 28, 2006 (the "Pooling and Servicing
Agreement"), among the Depositor, CitiMortgage, Inc., as master servicer (the
"Master Servicer"), βββββ� Fargo Bank, N.A., as securities administrator (the
"Securities Administrator"), and U.S. Bank National Association, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
This Class 1-A-17 Certificate is not entitled to any distributions with
respect to principal.
A-1A17-2
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Master Servicer, the Securities
Administrator 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.
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 Securities Administrator.
A-1A17-3
EXHIBIT A-1A18
[FORM OF FACE OF CLASS 1-A-18 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-18 Exchangeable REMIC Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATE OR CERTIFICATES IN THE RELATED COMBINATION GROUP.
β�-ββββ-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-18 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Maximum Initial Notional
Amount of this
Certificate: $
Maximum Initial Notional
Amount of this Class: $3,585,375.00
Pass-Through Rate: 6.000%
CUSIP No.: 05950R AT 6
ISIN No.: USO5950RAT68
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the current
notional amount of this Certificate by the current Notional Amount of the Class
to which this Certificate belongs) in certain monthly distributions with respect
to a Trust consisting primarily of the Mortgage Loans deposited by Banc of
America Funding Corporation (the "Depositor"). The Trust was created pursuant to
a Pooling and Servicing Agreement, dated September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement the Holder of this Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.
This Class 1-A-18 Certificate is not entitled to any distributions with
respect to principal.
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Master Servicer, the Securities
Administrator or the Trustee or
A-1A18-2
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
A-1A18-3
EXHIBIT A-1A19
[FORM OF FACE OF CLASS 1-A-19 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-19 Exchangeable REMIC Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATE OR CERTIFICATES IN THE RELATED COMBINATION GROUP.
β�-ββββ-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-19 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Maximum Initial Notional
Amount of this
Certificate: $
Maximum Initial Notional
Amount of this Class: $441,666.00
Pass-Through Rate: 6.000%
CUSIP No.: 05950R AU 3
ISIN No.: USO5950RAU32
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the current
notional amount of this Certificate by the current Notional Amount of the Class
to which this Certificate belongs) in certain monthly distributions with respect
to a Trust consisting primarily of the Mortgage Loans deposited by Banc of
America Funding Corporation (the "Depositor"). The Trust was created pursuant to
a Pooling and Servicing Agreement, dated September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement the Holder of this Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.
This Class 1-A-19 Certificate is not entitled to any distributions with
respect to principal.
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Master Servicer, the Securities
Administrator or the Trustee or
A-1A19-2
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
A-1A19-3
EXHIBIT A-1A20
[FORM OF FACE OF CLASS 1-A-20 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-20 Exchangeable Certificate
[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.]
FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
UNDIVIDED BENEFICIAL INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED
AS A GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE CODE.
THIS CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
REMIC CERTIFICATE OR CERTIFICATES IN THE RELATED COMBINATION GROUP.
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.
β�-ββββ-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-20 Exchangeable Certificate
evidencing an interest in the Exchangeable Certificate Grantor Trust Account and
the Related Exchangeable REMIC Certificates issued by a Trust (consisting
primarily of fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Maximum Initial Certificate
Balance of this
Certificate: $
Maximum Initial Class Certificate
Balance of this Class: $96,649,000.00
Pass-Through Rate: 5.750%
CUSIP No.: 05950R AV 1
ISIN No.: US05950RAV15
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the current
Certificate Balance of this Certificate by the current 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 September 28, 2006 (the
"Pooling and Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as
master servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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-1A20-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
A-1A20-3
EXHIBIT A-1A21
[FORM OF FACE OF CLASS 1-A-21 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-21 Exchangeable Certificate
[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.]
FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
UNDIVIDED BENEFICIAL INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED
AS A GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE CODE.
THIS CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
REMIC CERTIFICATE OR CERTIFICATES IN THE RELATED COMBINATION GROUP.
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.
β�-ββββ-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-21 Exchangeable Certificate
evidencing an interest in the Exchangeable Certificate Grantor Trust Account and
the Related Exchangeable REMIC Certificates issued by a Trust (consisting
primarily of fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Maximum Initial Certificate
Balance of this Certificate: $
Maximum Initial Class Certificate
Balance of this Class: $96,649,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05950R AW 9
ISIN No.: US05950RAW97
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the current
Certificate Balance of this Certificate by the current 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 September 28, 2006 (the
"Pooling and Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as
master servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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-1A21-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
A-1A21-3
EXHIBIT A-1A22
[FORM OF FACE OF CLASS 1-A-22 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-22 Exchangeable Certificate
[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.]
FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
UNDIVIDED BENEFICIAL INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED
AS A GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE CODE.
THIS CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
REMIC CERTIFICATE OR CERTIFICATES IN THE RELATED COMBINATION GROUP.
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.
β�-ββββ-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-22 Exchangeable Certificate
evidencing an interest in the Exchangeable Certificate Grantor Trust Account and
the Related Exchangeable REMIC Certificates issued by a Trust (consisting
primarily of fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Maximum Initial Certificate
Balance of this Certificate: $
Maximum Initial Class Certificate
Balance of this Class: $86,049,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05950R AX 7
ISIN No.: US05950RAX70
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the current
Certificate Balance of this Certificate by the current 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 September 28, 2006 (the
"Pooling and Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as
master servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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-1A22-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
A-1A22-3
EXHIBIT A-1A23
[FORM OF FACE OF CLASS 1-A-23 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-23 Exchangeable Certificate
[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.]
FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
UNDIVIDED BENEFICIAL INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED
AS A GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE CODE.
THIS CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
REMIC CERTIFICATE OR CERTIFICATES IN THE RELATED COMBINATION GROUP.
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.
β�-ββββ-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-23 Exchangeable Certificate
evidencing an interest in the Exchangeable Certificate Grantor Trust Account and
the Related Exchangeable REMIC Certificates issued by a Trust (consisting
primarily of fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Maximum Initial Certificate
Balance of this Certificate: $
Maximum Initial Class Certificate
Balance of this Class: $10,600,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05950R AY5
ISIN No.: US05950RAY53
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the current
Certificate Balance of this Certificate by the current 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 September 28, 2006 (the
"Pooling and Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as
master servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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-1A23-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
A-1A23-3
EXHIBIT A-1A24
[FORM OF FACE OF CLASS 1-A-24 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-24 Exchangeable Certificate
[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.]
FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
UNDIVIDED BENEFICIAL INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED
AS A GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE CODE.
THIS CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
REMIC CERTIFICATE OR CERTIFICATES IN THE RELATED COMBINATION GROUP.
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.
β�-ββββ-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 1-A-24 Exchangeable Certificate
evidencing an interest in the Exchangeable Certificate Grantor Trust Account and
the Related Exchangeable REMIC Certificates issued by a Trust (consisting
primarily of fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Maximum Initial Certificate
Balance of this Certificate: $
Maximum Initial Class Certificate
Balance of this Class: $39,173,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 05950R AZ 2
ISIN No.: US05950RAZ29
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the current
Certificate Balance of this Certificate by the current 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 September 28, 2006 (the
"Pooling and Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as
master servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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-1A24-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
A-1A24-3
EXHIBIT A-2A1
[FORM OF FACE OF CLASS 2-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
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 IN AS MUCH 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.
β�-βββ�-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 2-A-1
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $194,310,400.00
Pass-Through Rate: 6.000%
CUSIP No.: 05950R BB 4
ISIN No.: US05950RBB42
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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
Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
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 2006-6
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 IN AS MUCH 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.
β�-βββ�-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 2-A-2
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $46,755,600.00
Pass-Through Rate: Floating
CUSIP No.: 05950R BC 2
ISIN No.: US05950RBC25
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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
Master Servicer, the Securities Administrator 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 as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
A-2A2-3
EXHIBIT A-2A3
[FORM OF FACE OF CLASS 2-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 2-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 IN AS MUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
β�-βββ�-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 2-A-3
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Notional
Amount of this
Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $48,577,600.00
Pass-Through Rate: Inverse Floating
CUSIP No.: βββββββββ�
ISIN No.: USO5950RBD08
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated September 28, 2006 (the "Pooling and Servicing
Agreement"), among the Depositor, CitiMortgage, Inc., as master servicer (the
"Master Servicer"), βββββ� Fargo Bank, N.A., as securities administrator (the
"Securities Administrator"), and U.S. Bank National Association, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
This Class 2-A-3 Certificate is not entitled to any distributions with
respect to principal.
A-2A3-2
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Master Servicer, the Securities
Administrator 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 as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
A-2A3-3
EXHIBIT A-2A4
[FORM OF FACE OF CLASS 2-A-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 2-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 IN AS MUCH 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.
β�-βββ�-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 2-A-4
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,822,000.00
Pass-Through Rate: Floating
CUSIP No.: 05950R BE 8
ISIN No.: US05950RBE80
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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-2A4-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator 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 as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
A-2A4-3
EXHIBIT A-3A1
[FORM OF FACE OF CLASS 3-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
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") AND CERTAIN OTHER PROPERTY.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
β�-βββ�-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 3-A-1
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $52,720,000.00
Pass-Through Rate: Floating
CUSIP No.: 05950R BF 5
ISIN No.: US05950RBF55
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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
Master Servicer, the Securities Administrator 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 as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
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 2006-6
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 NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
β�-βββ�-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 3-A-2
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Notional
Amount of this
Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $52,720,000.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 05950R BG 3
ISIN No.: USO5950RBG39
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated September 28, 2006 (the "Pooling and Servicing
Agreement"), among the Depositor, CitiMortgage, Inc., as master servicer (the
"Master Servicer"), βββββ� Fargo Bank, N.A., as securities administrator (the
"Securities Administrator"), and U.S. Bank National Association, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
This Class 3-A-2 Certificate is not entitled to any distributions with
respect to principal.
A-3A2-2
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Master Servicer, the Securities
Administrator 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 as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
A-3A2-3
EXHIBIT A-3A3
[FORM OF FACE OF CLASS 3-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 3-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").
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 3-A-4 CERTIFICATES WILL BE BORNE BY THE
CLASS 3-A-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
β�-βββ�-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 3-A-3
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,833,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05950R BH 1
ISIN No.: US05950RBH12
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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-3A3-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
A-3A3-3
EXHIBIT A-3A4
[FORM OF FACE OF CLASS 3-A-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 3-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.
β�-βββ�-β�
ββββ ββ βββββββ� FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 3-A-4
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $16,501,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 05950R BJ 7
ISIN No.: US05950RBJ77
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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-3A4-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
A-3A4-3
EXHIBIT A-30IO
[FORM OF FACE OF CLASS 30-IO CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 30-IO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
A-30IO-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 30-IO
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Notional
Amount of this
Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $12,022,121.00
Pass-Through Rate: 6.000%
CUSIP No.: 05950R BK 4
ISIN No.: USO5950RBK41
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated September 28, 2006 (the "Pooling and Servicing
Agreement"), among the Depositor, CitiMortgage, Inc., as master servicer (the
"Master Servicer"), βββββ� Fargo Bank, N.A., as securities administrator (the
"Securities Administrator"), and U.S. Bank National Association, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
This Class 30-IO Certificate is not entitled to any distributions with
respect to principal.
A-30IO-2
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Master Servicer, the Securities
Administrator 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.
The Class 30-IO Certificates are Interest Only Certificates and will be
deemed for purposes of distributions of interest to consist of three Components:
the Class 1-30-IO, Class 2-30-IO and Class 3-30-IO Components. The Components of
the Class 30-IO Certificates are not severable.
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 Securities Administrator.
A-30IO-3
EXHIBIT A-30PO
[FORM OF FACE OF CLASS 30-PO CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 30-PO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-30PO-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class 30-PO
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $408,843.00
CUSIP No.: 05950R BL 2
ISIN No.: US05950RBL24
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement the Holder of this Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.
This Class 30-PO Certificate represents the right to receive principal only
and holders of these Certificates are not entitled to distributions in respect
of interest.
A-30PO-2
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein.
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Master Servicer, the Securities
Administrator 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.
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 Securities Administrator.
A-30PO-3
EXHIBIT B-M
[FORM OF FACE OF CLASS M CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class M
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES,
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
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 SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12,
1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL
ACCOUNT'S
B-M-1
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 SECURITIES ADMINISTRATOR, 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 MASTER SERVICER, THE SECURITIES ADMINISTRATOR 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 SECURITIES ADMINISTRATOR. 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-M-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class M
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $10,057,000.00
Pass-Through Rate Variable
CUSIP No.: 05950R BM 0
ISIN No.: US05950RBM07
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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.
B-M-3
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer, the
Securities Administrator 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.
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 Securities Administrator 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 Securities Administrator 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 Securities Administrator or the Depositor
and (ii) the Securities Administrator 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 Securities
Administrator or the Depositor; provided that the foregoing requirements under
clauses (i) and (ii) shall not apply to a transfer of a Private Certificate
between or among the Depositor, the Seller, their affiliates or both. The Holder
of a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Securities Administrator 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 Securities Administrator.
B-M-4
EXHIBIT B-B1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
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
AND THE CLASS M CERTIFICATES, AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.
IF THE RATING OF THIS CERTIFICATE IS NO LONGER AT LEAST BBB- OR Baa3, TRANSFER
OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO THE
SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER STATING 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 CODE OR ANY FEDERAL,
STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE
(COLLECTIVELY, A "PLAN") OR USING THE ASSETS OF A 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
B-B1-1
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)), THAT 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 SECURITIES ADMINISTRATOR TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF SUCH OFFERED 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 SECURITIES ADMINISTRATOR, THE TRUSTEE OR THE DEPOSITOR TO ANY
OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE MASTER
SERVICER, THE SECURITIES ADMINISTRATOR, TRUSTEE OR THE DEPOSITOR. EACH PERSON
WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE
MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN
THE PRECEDING SENTENCE, UNLESS SUCH PERSON HAS PROVIDED SUCH REPRESENTATION
LETTER OR 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-B1-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class B-1
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,669,000.00
Pass-Through Rate: Variable
CUSIP No.: ββββββββ 8
ISIN No.: US05950RBN89
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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
B-B1-3
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 Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
B-B1-4
EXHIBIT B-B2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
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,
THE CLASS M CERTIFICATES AND THE CLASS B-1 CERTIFICATES, AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT.
IF THE RATING OF THIS CERTIFICATE IS NO LONGER AT LEAST BBB- OR Baa3, TRANSFER
OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO THE
SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER STATING 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 CODE OR ANY FEDERAL,
STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE
(COLLECTIVELY, A "PLAN") OR USING THE ASSETS OF A 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
B-B2-1
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)), THAT 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 SECURITIES ADMINISTRATOR TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF SUCH OFFERED 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 SECURITIES ADMINISTRATOR, THE TRUSTEE OR THE DEPOSITOR TO ANY
OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE MASTER
SERVICER, THE SECURITIES ADMINISTRATOR, TRUSTEE OR THE DEPOSITOR. EACH PERSON
WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE
MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN
THE PRECEDING SENTENCE, UNLESS SUCH PERSON HAS PROVIDED SUCH REPRESENTATION
LETTER OR 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-B2-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class B-2
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,669,000.00
Pass-Through Rate: Variable
CUSIP No.: 05950R BP 3
ISIN No.: US05950RBP38
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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
B-B2-3
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 Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
B-B2-4
EXHIBIT B-B3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES,
THE CLASS M CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2
CERTIFICATES, AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
IF THE RATING OF THIS CERTIFICATE IS NO LONGER AT LEAST BBB- OR Baa3, TRANSFER
OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO THE
SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER STATING 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 CODE OR ANY FEDERAL,
STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE
(COLLECTIVELY, A "PLAN") OR USING THE ASSETS OF A PLAN TO EFFECT SUCH PURCHASE
OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF
B-B3-1
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)), THAT
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 SECURITIES ADMINISTRATOR TO THE EFFECT THAT THE
PURCHASE OR HOLDING OF SUCH OFFERED 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 SECURITIES ADMINISTRATOR, THE TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE MASTER SERVICER, THE
SECURITIES ADMINISTRATOR, TRUSTEE OR THE DEPOSITOR. EACH PERSON WHO ACQUIRES
THIS CERTIFICATE OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON HAS PROVIDED SUCH REPRESENTATION LETTER
OR 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-B3-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class B-3
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,874,000.00
Pass-Through Rate: Variable
CUSIP No.: 05950R BQ 1
ISIN No.: US05950RBQ11
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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
B-B3-3
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 Master Servicer, the Securities Administrator 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.
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 Securities Administrator.
B-B3-4
EXHIBIT B-B4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES,
THE CLASS M CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES
AND THE CLASS B-3 CERTIFICATES, AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, 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
B-B4-1
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 SECURITIES ADMINISTRATOR, 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 MASTER SERVICER, THE SECURITIES ADMINISTRATOR 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 SECURITIES ADMINISTRATOR. 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 2006-6
Class B-4
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,796,000.00
Pass-Through Rate: Variable
CUSIP No.: 05950R BR 9
ISIN No.: US05950RBR93
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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
B-B4-3
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 Master Servicer, the Securities Administrator 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.
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 Securities Administrator 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 Securities Administrator 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 Securities Administrator or the Depositor
and (ii) the Securities Administrator 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 Securities
Administrator or the Depositor; provided that the foregoing requirements under
clauses (i) and (ii) shall not apply to a transfer of a Private Certificate
between or among the Depositor, the Seller, their affiliates or both. The Holder
of a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Securities Administrator 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 Securities Administrator.
B-B4-4
EXHIBIT B-B5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES,
THE CLASS M CERTIFICATES, 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 SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, 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
B-B5-1
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE SECURITIES ADMINISTRATOR, 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 MASTER SERVICER,
THE SECURITIES ADMINISTRATOR 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
SECURITIES ADMINISTRATOR. 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 2006-6
Class B-5
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,436,000.00
Pass-Through Rate: Variable
CUSIP No.: 05950R BS 7
ISIN No.: US05950RBS76
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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.
B-B5-3
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer, the
Securities Administrator 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.
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 Securities Administrator 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 Securities Administrator 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 Securities Administrator or the Depositor
and (ii) the Securities Administrator 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 Securities
Administrator or the Depositor; provided that the foregoing requirements under
clauses (i) and (ii) shall not apply to a transfer of a Private Certificate
between or among the Depositor, the Seller, their affiliates or both. The Holder
of a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Securities Administrator 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 Securities Administrator.
B-B5-4
EXHIBIT B-B6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-6
Class B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES,
THE CLASS M CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2
CERTIFICATES, THE CLASS B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE
CLASS B-5 CERTIFICATES, AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, 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
B-B6-1
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE SECURITIES ADMINISTRATOR, 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 MASTER SERVICER,
THE SECURITIES ADMINISTRATOR 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
SECURITIES ADMINISTRATOR. 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 2006-6
Class B-6
evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: September 1, 2006
First Distribution Date: October 25, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,437,380.00
Pass-Through Rate Variable
CUSIP No.: 05950R BT 5
ISIN No.: US05950RBT59
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 September 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, CitiMortgage, Inc., as master
servicer (the "Master Servicer"), βββββ� Fargo Bank, N.A., as securities
administrator (the "Securities Administrator"), and U.S. Bank National
Association, 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.
B-B6-3
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Master Servicer, the
Securities Administrator 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.
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 Securities Administrator 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 Securities Administrator 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 Securities Administrator or the Depositor
and (ii) the Securities Administrator 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 Securities
Administrator or the Depositor; provided that the foregoing requirements under
clauses (i) and (ii) shall not apply to a transfer of a Private Certificate
between or among the Depositor, the Seller, their affiliates or both. The Holder
of a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Securities Administrator 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 Securities Administrator.
B-B6-4
EXHIBIT C
[FORM OF REVERSE OF 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 Securities Administrator 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 Securities
Administrator.
Pursuant to the terms of the Pooling and Servicing Agreement, a
distribution will be made on the 25th day of each calendar month (or, if such
day is not a Business Day, the next Business Day) (each, a "Distribution Date"),
commencing on the first Distribution Date specified on the face hereof, to the
Person in whose name this Certificate is registered at the close of business on
the applicable Record Date in an amount required pursuant to the Pooling and
Servicing Agreement.
On each Distribution Date, the Securities Administrator shall distribute
out of the Certificate Account to each Certificateholder of record on the
related Record Date (other than respecting the final distribution) (a) by check
mailed to such Certificateholder entitled to receive a distribution on such
Distribution Date at the address appearing in the Certificate Register, or (b)
upon written request by the Holder of a Certificate (other than a Residual
Certificate), by wire transfer or by such other means of payment as such
Certificateholder and the Securities Administrator 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 Securities Administrator 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 Securities Administrator and the rights of the
Certificateholders under the Pooling and Servicing Agreement at any time by the
Depositor, the Master Servicer, the Securities Administrator and the Trustee
with the consent of the Holders of Certificates affected by such amendment
C-1
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 Securities Administrator upon surrender of
this Certificate for registration of transfer at the Corporate Trust Office of
the Securities Administrator accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator 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.
The Exchange REMIC and Exchangeable Certificates are also exchangeable as
provided in the Pooling and Servicing Agreement.
No service charge will be made for any such registration of transfer or
exchange (other than for an exchange of Exchangeable REMIC or Exchangeable
Certificates), but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Master Servicer, the Certificate Registrar, the
Securities Administrator and the Trustee and any agent of the Depositor, the
Master Servicer, the Certificate Registrar, the Securities Administrator 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 Master Servicer,
the Certificate Registrar, the Trustee, the Securities Administrator 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 is less than 1% of the aggregate Cut-off Date Pool Principal
Balance of such Mortgage Loans, the Master Servicer has the option to purchase
the Mortgage Loans under the conditions set forth in Section 10.01 of the
Pooling and Servicing Agreement. In the event that no such termination occurs,
the obligations and responsibilities created by the Pooling and Servicing
Agreement will terminate upon the later of the maturity or other liquidation (or
any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust or the disposition of all property in respect thereof and the distribution
to Certificateholders of all amounts required
C-2
to be distributed pursuant to the Pooling and Servicing Agreement. In no event
shall the Trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of ββββββ β�. βββββββ�, the late ambassador of the United States to
the Court of St. βββββ�, 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 Securities Administrator has caused this
Certificate to be duly executed.
Dated:
βββββ� FARGO BANK, N.A.,
as Securities Administrator
By
----------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the Pooling and Servicing
Agreement referenced herein.
βββββ� FARGO BANK, N.A.,
as Securities Administrator
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 Securities Administrator 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.
β�-β�
βββββββ� β�-β�
LOAN GROUP 1
MORTGAGE LOAN SCHEDULE
D-1-1
LOANID OCC PROPTYPE OTERM CORTERM OLTV RATE FPDATE NDDATE S_MATDATE PANDI PTDATE
1076060760 Primary SFR 360 333 80 6.5 7/1/2004 9/1/2006 6/1/2034 2,932.80 8/1/2006
1063070604 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 4,399.20 8/1/2006
1063073090 Primary SFR 360 355 59.6 6.5 5/1/2006 9/1/2006 4/1/2036 3,571.19 8/1/2006
1075064008 Primary SFR 360 356 90 6.625 6/1/2006 9/1/2006 5/1/2036 2,685.32 8/1/2006
1079072245 Primary SFR 360 356 78.6 6.5 6/1/2006 9/1/2006 5/1/2036 4,108.45 8/1/2006
1120454140 Primary SFR 360 355 77.73 6.5 5/1/2006 9/1/2006 4/1/2036 3,507.98 8/1/2006
ββββββββββ Primary SFR 360 355 63.83 6.5 5/1/2006 9/1/2006 4/1/2036 3,792.41 8/1/2006
1136443256 Primary SFR 360 356 74.98 6.625 6/1/2006 9/1/2006 5/1/2036 5,320.98 8/1/2006
1136460131 Primary SFR 360 355 60.67 6.625 5/1/2006 9/1/2006 4/1/2036 4,078.78 8/1/2006
1136471070 Primary SFR 360 356 62 6.5 6/1/2006 9/1/2006 5/1/2036 2,939.12 8/1/2006
1169086744 Primary SFR 360 356 43.18 6.5 6/1/2006 10/1/2006 5/1/2036 3,002.32 9/1/2006
1171285357 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 2,809.37 8/1/2006
1190350864 Secondary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 2,781.10 9/1/2006
1200107394 Primary PUD 360 356 70.56 6.625 6/1/2006 9/1/2006 5/1/2036 3,614.29 8/1/2006
1212106005 Primary SFR 360 356 70 6.5 6/1/2006 9/1/2006 5/1/2036 4,313.86 8/1/2006
1227081892 Primary SFR 360 355 55 6.5 5/1/2006 10/1/2006 4/1/2036 3,476.37 9/1/2006
1227081983 Primary SFR 360 356 80 6.625 6/1/2006 10/1/2006 5/1/2036 3,157.92 9/1/2006
1230210406 Primary SFR 360 356 80 6.625 6/1/2006 10/1/2006 5/1/2036 2,955.68 9/1/2006
1231134096 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,387.88 8/1/2006
1234108503 Primary SFR 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 3,245.67 9/1/2006
1236190345 Primary PUD 360 356 55.08 6.5 6/1/2006 10/1/2006 5/1/2036 4,108.44 9/1/2006
1263148465 Primary PUD 360 355 60.1 6.625 5/1/2006 10/1/2006 4/1/2036 3,382.44 9/1/2006
1263150434 Secondary Condo 360 356 65 6.5 6/1/2006 10/1/2006 5/1/2036 2,958.08 9/1/2006
1264060461 Primary SFR 360 356 56.5 6.5 6/1/2006 9/1/2006 5/1/2036 3,267.79 8/1/2006
1265075690 Primary SFR 360 356 55.38 6.5 6/1/2006 9/1/2006 5/1/2036 5,688.61 8/1/2006
ββββββββββ Primary SFR 360 356 71.59 6.5 6/1/2006 9/1/2006 5/1/2036 3,520.83 8/1/2006
1303150198 Primary PUD 360 355 68.46 6.5 5/1/2006 9/1/2006 4/1/2036 3,223.55 8/1/2006
1311599601 Secondary Condo 360 355 72.01 6.5 5/1/2006 10/1/2006 4/1/2036 3,140.46 9/1/2006
1319142348 Primary Condo 360 356 76.92 6.5 6/1/2006 10/1/2006 5/1/2036 3,792.41 9/1/2006
1323066287 Primary Condo 360 355 70.12 6.625 5/1/2006 9/1/2006 4/1/2036 3,588.54 8/1/2006
1323068012 Primary SFR 360 356 79.27 6.5 6/1/2006 9/1/2006 5/1/2036 4,108.44 8/1/2006
ββββββββββ Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 3,438.45 8/1/2006
1369135140 Primary SFR 360 355 59.78 6.5 5/1/2006 9/1/2006 4/1/2036 3,362.60 8/1/2006
ββββββββββ Primary SFR 360 355 79.4 6.5 5/1/2006 10/1/2006 4/1/2036 4,045.24 9/1/2006
1412437254 Primary SFR 360 356 78.64 6.5 6/1/2006 9/1/2006 5/1/2036 2,932.80 8/1/2006
1412443042 Primary SFR 360 356 79.86 6.5 6/1/2006 9/1/2006 5/1/2036 3,533.26 8/1/2006
1461409947 Primary SFR 300 295 80 6.625 5/1/2006 9/1/2006 4/1/2031 3,743.05 8/1/2006
1539777186 Primary PUD 360 355 64.79 6.625 5/1/2006 10/1/2006 4/1/2036 2,945.44 9/1/2006
ββββββββββ Primary PUD 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 3,790.65 8/1/2006
1539790130 Primary PUD 360 356 80 6.625 6/1/2006 10/1/2006 5/1/2036 2,965.93 9/1/2006
1539797183 Primary PUD 360 355 75 6.5 5/1/2006 10/1/2006 4/1/2036 4,503.49 9/1/2006
1539800175 Primary SFR 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 3,432.07 8/1/2006
1574401010 Primary Condo 360 354 80 6.5 4/1/2006 10/1/2006 3/1/2036 3,286.76 9/1/2006
1574409930 Primary PUD 360 354 79.99 6.5 4/1/2006 9/1/2006 3/1/2036 3,609.43 8/1/2006
1574421823 Primary SFR 360 355 66.32 6.5 5/1/2006 10/1/2006 4/1/2036 3,185.63 9/1/2006
1574426893 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 2,621.67 8/1/2006
1574428844 Primary PUD 360 356 80 6.625 6/1/2006 10/1/2006 5/1/2036 3,829.06 9/1/2006
1574430358 Primary SFR 360 356 80 6.625 6/1/2006 10/1/2006 5/1/2036 3,380.85 9/1/2006
1574430370 Primary SFR 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 3,687.56 8/1/2006
1574435850 Primary SFR 360 356 80 6.625 6/1/2006 10/1/2006 5/1/2036 3,099.11 9/1/2006
ββββββββββ Primary PUD 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 4,803.72 8/1/2006
1596753601 Primary SFR 360 356 60.94 6.5 6/1/2006 9/1/2006 5/1/2036 3,293.08 8/1/2006
1596753612 Primary SFR 360 355 80 6.625 5/1/2006 10/1/2006 4/1/2036 5,122.49 9/1/2006
1596756155 Primary SFR 360 355 64.24 6.5 5/1/2006 9/1/2006 4/1/2036 3,451.10 8/1/2006
1596759561 Primary PUD 360 355 70 6.5 5/1/2006 10/1/2006 4/1/2036 4,150.16 9/1/2006
1596763977 Primary SFR 360 355 59.77 6.5 5/1/2006 10/1/2006 4/1/2036 3,286.76 9/1/2006
1596764029 Secondary Condo 360 355 74.87 6.625 5/1/2006 10/1/2006 4/1/2036 3,009.47 9/1/2006
ββββββββββ Primary SFR 360 356 80 6.625 6/1/2006 10/1/2006 5/1/2036 3,713.81 9/1/2006
1596767038 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 3,868.26 8/1/2006
1596768325 Primary PUD 360 355 79.99 6.625 5/1/2006 10/1/2006 4/1/2036 3,337.31 9/1/2006
1596768722 Primary PUD 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 2,470.00 8/1/2006
1596769394 Primary SFR 360 356 55.56 6.5 6/1/2006 10/1/2006 5/1/2036 3,950.43 9/1/2006
1609170819 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 2,806.38 8/1/2006
1629110718 Primary Condo 360 356 75 6.5 6/1/2006 10/1/2006 5/1/2036 5,555.88 9/1/2006
1633129083 Primary PUD 360 350 79.82 6.5 12/1/2005 9/1/2006 11/1/2035 2,724.28 8/1/2006
1676075543 Primary SFR 360 356 64.1 6.625 6/1/2006 9/1/2006 5/1/2036 3,201.55 8/1/2006
1705045781 Primary Cooperative 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 3,691.28 9/1/2006
1705049534 Primary Condo 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 3,615.43 8/1/2006
1706028540 Primary SFR 360 354 55.48 6.625 4/1/2006 9/1/2006 3/1/2036 2,753.34 8/1/2006
1706032956 Primary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 3,306.98 9/1/2006
1706043806 Primary Condo 360 355 47.72 6.625 5/1/2006 9/1/2006 4/1/2036 3,009.46 8/1/2006
1706043930 Primary SFR 360 355 48.89 6.5 5/1/2006 9/1/2006 4/1/2036 2,781.10 8/1/2006
ββββββββββ Secondary SFR 360 356 78.42 6.5 6/1/2006 9/1/2006 5/1/2036 3,767.13 8/1/2006
1730090584 Primary SFR 360 355 37.5 6.5 5/1/2006 9/1/2006 4/1/2036 2,843.75 8/1/2006
1742268479 Primary SFR 360 355 79.99 6.5 5/1/2006 9/1/2006 4/1/2036 2,637.38 8/1/2006
1742278665 Primary SFR 360 355 75 6.5 5/1/2006 9/1/2006 4/1/2036 5,688.62 8/1/2006
1742290445 Primary SFR 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 2,817.37 8/1/2006
1742297149 Primary PUD 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 2,983.37 8/1/2006
1742299596 Secondary PUD 360 355 79.93 6.625 5/1/2006 9/1/2006 4/1/2036 2,996.66 8/1/2006
1742300593 Primary SFR 360 355 50.76 6.5 5/1/2006 10/1/2006 4/1/2036 3,160.35 9/1/2006
1742314430 Primary SFR 360 356 75 6.5 6/1/2006 10/1/2006 5/1/2036 4,384.98 9/1/2006
1751363084 Primary PUD 360 354 71.2 6.625 4/1/2006 9/1/2006 3/1/2036 4,194.04 8/1/2006
1752074720 Primary SFR 360 356 65.19 6.5 6/1/2006 10/1/2006 5/1/2036 2,970.72 9/1/2006
1752074796 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,716.56 8/1/2006
1756031605 Primary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 3,033.93 9/1/2006
1756034115 Primary SFR 360 356 69.92 6.625 6/1/2006 10/1/2006 5/1/2036 2,753.34 9/1/2006
1760365998 Primary Cooperative 360 352 74.97 6.625 2/1/2006 10/1/2006 1/1/2036 3,681.79 9/1/2006
1760389227 Primary SFR 360 356 70 6.5 6/1/2006 9/1/2006 5/1/2036 3,406.85 8/1/2006
ββββββββββ Primary SFR 360 351 35.71 6.625 1/1/2006 10/1/2006 12/1/2035 3,201.56 9/1/2006
1760401606 Secondary Condo 360 355 80 6.625 5/1/2006 10/1/2006 4/1/2036 3,790.65 9/1/2006
1760410050 Primary Condo 360 354 77.14 6.5 4/1/2006 9/1/2006 3/1/2036 2,842.41 8/1/2006
1760413999 Primary Cooperative 360 354 63.6 6.5 4/1/2006 9/1/2006 3/1/2036 4,582.50 8/1/2006
1760417140 Primary SFR 360 353 62.94 6.5 3/1/2006 9/1/2006 2/1/2036 3,381.57 8/1/2006
1760422377 Primary Condo 360 353 66.67 6.5 3/1/2006 10/1/2006 2/1/2036 6,952.75 9/1/2006
1760423256 Primary Condo 360 354 74.96 6.625 4/1/2006 9/1/2006 3/1/2036 3,009.47 8/1/2006
1760435299 Primary SFR 360 356 78.83 6.5 6/1/2006 9/1/2006 5/1/2036 2,925.00 8/1/2006
1760439314 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,033.93 8/1/2006
1760442330 Primary SFR 360 356 80 6.625 6/1/2006 10/1/2006 5/1/2036 4,072.38 9/1/2006
1760443606 Primary SFR 360 355 79.17 6.5 5/1/2006 9/1/2006 4/1/2036 4,108.45 8/1/2006
1760443661 Secondary Condo 360 355 72.22 6.5 5/1/2006 10/1/2006 4/1/2036 4,108.45 9/1/2006
1760446659 Primary SFR 360 356 79.92 6.5 6/1/2006 9/1/2006 5/1/2036 3,761.13 8/1/2006
1760446750 Primary 2-Family 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 3,640.72 8/1/2006
1760447549 Primary SFR 360 355 75 6.5 5/1/2006 9/1/2006 4/1/2036 4,195.36 8/1/2006
1760449158 Primary SFR 360 356 79.85 6.5 6/1/2006 9/1/2006 5/1/2036 3,331.00 8/1/2006
1760450292 Primary SFR 360 355 75 6.5 5/1/2006 9/1/2006 4/1/2036 4,029.44 8/1/2006
1760452673 Primary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 2,963.14 9/1/2006
1760461620 Primary 2-Family 360 356 78.87 6.5 6/1/2006 9/1/2006 5/1/2036 3,539.59 8/1/2006
1760463658 Primary SFR 360 356 77.42 6.5 6/1/2006 10/1/2006 5/1/2036 3,792.41 9/1/2006
ββββββββββ Primary SFR 360 356 71.52 6.5 6/1/2006 10/1/2006 5/1/2036 3,729.21 9/1/2006
1761530580 Secondary SFR 360 355 73.37 6.5 5/1/2006 9/1/2006 4/1/2036 4,266.46 8/1/2006
1781249780 Primary PUD 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 2,795.00 8/1/2006
1813278528 Primary Condo 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 3,463.73 9/1/2006
1817452922 Secondary Condo 360 355 80 6.625 5/1/2006 10/1/2006 4/1/2036 3,997.08 9/1/2006
1820235740 Primary SFR 360 356 52.63 6.5 6/1/2006 9/1/2006 5/1/2036 3,160.34 8/1/2006
1821289938 Primary SFR 360 356 80 6.625 6/1/2006 10/1/2006 5/1/2036 2,945.43 9/1/2006
1826378853 Primary SFR 360 355 62.22 6.5 5/1/2006 9/1/2006 4/1/2036 3,539.58 8/1/2006
1826410821 Primary 2-Family 360 356 68.31 6.5 6/1/2006 9/1/2006 5/1/2036 4,080.00 8/1/2006
1826412907 Primary SFR 360 356 68.31 6.5 6/1/2006 10/1/2006 5/1/2036 3,160.34 9/1/2006
1835127504 Secondary PUD 360 356 44.32 6.5 6/1/2006 9/1/2006 5/1/2036 3,361.34 8/1/2006
1837019794 Primary PUD 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 3,326.93 8/1/2006
1844412512 Primary SFR 360 353 80 6.625 3/1/2006 9/1/2006 2/1/2036 3,150.33 8/1/2006
1844432123 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 2,958.08 8/1/2006
1844443571 Primary Condo 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,640.72 8/1/2006
1844467059 Primary PUD 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 3,738.78 8/1/2006
1845575352 Primary SFR 360 355 79 6.625 5/1/2006 10/1/2006 4/1/2036 3,793.84 9/1/2006
1846399947 Primary PUD 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 3,236.19 9/1/2006
1846415023 Primary SFR 360 355 75 6.5 5/1/2006 9/1/2006 4/1/2036 4,740.51 8/1/2006
1846423032 Primary SFR 360 355 79.47 6.625 5/1/2006 10/1/2006 4/1/2036 3,816.26 9/1/2006
1846424090 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 2,907.51 8/1/2006
202981064 Primary SFR 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 4,045.24 9/1/2006
203299714 Primary SFR 360 355 53.87 6.625 5/1/2006 9/1/2006 4/1/2036 3,104.23 8/1/2006
144748845 Primary SFR 360 356 70 6.5 6/1/2006 9/1/2006 5/1/2036 3,216.60 8/1/2006
203283874 Primary PUD 360 355 37.83 6.625 5/1/2006 9/1/2006 4/1/2036 3,630.57 8/1/2006
203139670 Primary PUD 360 354 65.6 6.625 4/1/2006 9/1/2006 3/1/2036 3,360.35 8/1/2006
35062777 Primary SFR 360 355 62.22 6.625 5/1/2006 9/1/2006 4/1/2036 3,585.74 8/1/2006
144579612 Primary PUD 360 355 69.11 6.5 5/1/2006 9/1/2006 4/1/2036 3,634.40 8/1/2006
144607710 Investor 2-Family 360 355 61.73 6.625 5/1/2006 9/1/2006 4/1/2036 5,520.83 8/1/2006
203224548 Primary SFR 360 355 47.18 6.5 5/1/2006 9/1/2006 4/1/2036 3,280.44 8/1/2006
203273701 Primary PUD 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 5,486.36 9/1/2006
203127410 Primary PUD 360 355 61.29 6.625 5/1/2006 9/1/2006 4/1/2036 3,386.61 8/1/2006
134426444 Primary SFR 341 335 54.55 6.5 4/1/2006 9/1/2006 8/1/2034 2,896.56 8/1/2006
203094503 Investor 2-Family 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 2,946.67 9/1/2006
144380383 Primary SFR 360 355 71.67 6.5 5/1/2006 9/1/2006 4/1/2036 4,076.84 8/1/2006
203254339 Primary PUD 360 355 79.11 6.625 5/1/2006 9/1/2006 4/1/2036 2,445.73 8/1/2006
203185269 Primary SFR 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 3,841.87 8/1/2006
203266051 Primary PUD 360 355 56.47 6.5 5/1/2006 9/1/2006 4/1/2036 3,033.93 8/1/2006
144716305 Secondary PUD 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 3,201.56 8/1/2006
144643020 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,250.00 8/1/2006
203073614 Secondary PUD 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,842.97 8/1/2006
144746088 Primary SFR 360 355 73.92 6.5 5/1/2006 9/1/2006 4/1/2036 2,962.92 8/1/2006
203241922 Primary Condo 360 355 75 6.5 5/1/2006 9/1/2006 4/1/2036 3,656.25 8/1/2006
144775848 Primary PUD 360 355 72.27 6.5 5/1/2006 10/1/2006 4/1/2036 3,088.58 9/1/2006
203161823 Primary SFR 360 355 80 6.625 5/1/2006 10/1/2006 4/1/2036 3,122.58 9/1/2006
203211115 Primary SFR 360 355 62.24 6.5 5/1/2006 9/1/2006 4/1/2036 3,166.67 8/1/2006
203049374 Primary SFR 360 355 48.8 6.5 5/1/2006 9/1/2006 4/1/2036 2,312.92 8/1/2006
203229075 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 4,550.89 8/1/2006
144118031 Primary SFR 360 355 80 6.625 5/1/2006 10/1/2006 4/1/2036 4,195.83 9/1/2006
144670098 Investor Condo 360 354 80 6.5 4/1/2006 9/1/2006 3/1/2036 2,577.79 8/1/2006
144736774 Primary SFR 360 355 73.53 6.5 5/1/2006 9/1/2006 4/1/2036 3,160.34 8/1/2006
144378429 Primary SFR 360 355 65.13 6.5 5/1/2006 9/1/2006 4/1/2036 3,520.83 8/1/2006
203147749 Primary SFR 360 355 63.29 6.5 5/1/2006 9/1/2006 4/1/2036 4,740.51 8/1/2006
144381381 Primary SFR 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 3,778.67 9/1/2006
144632767 Primary SFR 360 355 48.56 6.625 5/1/2006 9/1/2006 4/1/2036 3,668.98 8/1/2006
35668714 Primary PUD 360 355 40.16 6.5 5/1/2006 9/1/2006 4/1/2036 4,822.68 8/1/2006
33485996 Primary SFR 360 356 62.5 6.625 6/1/2006 10/1/2006 5/1/2036 6,403.11 9/1/2006
144420585 Primary SFR 360 356 61.26 6.5 6/1/2006 9/1/2006 5/1/2036 2,903.33 8/1/2006
203350988 Primary PUD 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 4,838.01 9/1/2006
203003660 Investor SFR 360 355 70 6.5 5/1/2006 9/1/2006 4/1/2036 3,981.25 8/1/2006
203231675 Primary Condo 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 2,903.33 8/1/2006
203223763 Primary SFR 360 355 79.99 6.625 5/1/2006 9/1/2006 4/1/2036 2,651.10 8/1/2006
144373313 Primary SFR 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 3,170.61 8/1/2006
144712759 Primary SFR 360 355 78.9 6.625 5/1/2006 9/1/2006 4/1/2036 2,753.34 8/1/2006
203117460 Primary SFR 360 354 55.32 6.5 4/1/2006 9/1/2006 3/1/2036 2,816.67 8/1/2006
203234521 Primary SFR 360 355 47.28 6.5 5/1/2006 9/1/2006 4/1/2036 3,160.34 8/1/2006
203123930 Primary SFR 360 355 72.76 6.625 5/1/2006 9/1/2006 4/1/2036 2,702.11 8/1/2006
203258785 Primary SFR 360 355 70 6.625 5/1/2006 9/1/2006 4/1/2036 5,375.64 8/1/2006
203269220 Primary PUD 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 2,279.33 9/1/2006
203264049 Primary Condo 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,387.89 8/1/2006
203144027 Primary PUD 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 4,030.00 8/1/2006
144746401 Primary SFR 360 355 74.77 6.5 5/1/2006 9/1/2006 4/1/2036 4,333.33 8/1/2006
203293113 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 5,070.00 8/1/2006
144371135 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,466.67 8/1/2006
203137906 Primary PUD 360 355 79.05 6.5 5/1/2006 9/1/2006 4/1/2036 3,661.13 8/1/2006
144711702 Primary SFR 360 355 75 6.5 5/1/2006 10/1/2006 4/1/2036 3,057.63 9/1/2006
144774254 Primary SFR 360 355 60.06 6.625 5/1/2006 9/1/2006 4/1/2036 2,917.76 8/1/2006
203249008 Primary SFR 360 356 78.31 6.5 6/1/2006 9/1/2006 5/1/2036 3,520.83 8/1/2006
203238134 Primary Condo 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,059.21 8/1/2006
203243878 Primary Condo 360 355 73.67 6.5 5/1/2006 9/1/2006 4/1/2036 2,970.72 8/1/2006
32434045 Primary SFR 360 355 63.14 6.5 5/1/2006 9/1/2006 4/1/2036 3,356.28 8/1/2006
203268594 Primary Condo 360 355 65 6.5 5/1/2006 11/1/2006 4/1/2036 3,520.83 10/1/2006
36901296 Primary PUD 360 355 62.47 6.5 5/1/2006 9/1/2006 4/1/2036 2,605.42 8/1/2006
37494168 Primary SFR 360 355 35 6.5 5/1/2006 9/1/2006 4/1/2036 5,530.60 8/1/2006
203091087 Primary PUD 360 355 51.74 6.5 5/1/2006 9/1/2006 4/1/2036 2,925.00 8/1/2006
36484087 Secondary SFR 360 355 57.22 6.5 5/1/2006 9/1/2006 4/1/2036 2,789.58 8/1/2006
203305198 Primary SFR 360 355 62.5 6.5 5/1/2006 9/1/2006 4/1/2036 2,545.83 8/1/2006
144736386 Primary SFR 360 355 50 6.625 5/1/2006 10/1/2006 4/1/2036 4,802.34 9/1/2006
144935277 Primary SFR 360 355 26.67 6.5 5/1/2006 9/1/2006 4/1/2036 5,416.67 8/1/2006
144668670 Primary SFR 360 354 75 6.5 4/1/2006 9/1/2006 3/1/2036 3,412.50 8/1/2006
144639457 Primary PUD 360 355 70 6.5 5/1/2006 9/1/2006 4/1/2036 2,957.50 8/1/2006
203378997 Primary 2-Family 360 355 43.41 6.5 5/1/2006 9/1/2006 4/1/2036 3,033.33 8/1/2006
203241674 Secondary SFR 360 355 53.76 6.625 5/1/2006 9/1/2006 4/1/2036 4,802.34 8/1/2006
203145156 Primary SFR 360 355 76.05 6.5 5/1/2006 9/1/2006 4/1/2036 5,416.67 8/1/2006
144380615 Secondary SFR 360 355 65 6.5 5/1/2006 9/1/2006 4/1/2036 5,281.25 8/1/2006
144746344 Primary SFR 360 355 66.11 6.625 5/1/2006 10/1/2006 4/1/2036 3,284.90 9/1/2006
35979236 Primary PUD 360 355 75 6.625 5/1/2006 9/1/2006 4/1/2036 5,463.97 8/1/2006
203206651 Primary PUD 360 355 65.72 6.5 5/1/2006 9/1/2006 4/1/2036 4,108.45 8/1/2006
144294519 Primary SFR 360 353 65.22 6.5 3/1/2006 9/1/2006 2/1/2036 4,059.99 8/1/2006
144745528 Primary SFR 360 355 65.5 6.5 5/1/2006 9/1/2006 4/1/2036 4,968.06 8/1/2006
144554300 Primary SFR 360 354 51.73 6.625 4/1/2006 9/1/2006 3/1/2036 5,283.35 8/1/2006
203123682 Primary PUD 360 355 69.44 6.5 5/1/2006 9/1/2006 4/1/2036 2,708.33 8/1/2006
144671930 Primary Condo 360 355 70 6.5 5/1/2006 9/1/2006 4/1/2036 6,238.52 8/1/2006
203167176 Secondary Condo 360 355 70 6.625 5/1/2006 9/1/2006 4/1/2036 3,516.77 8/1/2006
144607603 Primary SFR 360 354 57.05 6.5 4/1/2006 10/1/2006 3/1/2036 2,255.43 9/1/2006
203221700 Primary PUD 360 355 75 6.5 5/1/2006 9/1/2006 4/1/2036 2,857.29 8/1/2006
144749512 Primary PUD 360 355 74.45 6.5 5/1/2006 9/1/2006 4/1/2036 2,621.40 8/1/2006
203061031 Primary SFR 360 354 70 6.5 4/1/2006 9/1/2006 3/1/2036 2,737.58 8/1/2006
203201322 Primary SFR 360 355 70.07 6.5 5/1/2006 10/1/2006 4/1/2036 3,033.93 9/1/2006
144099744 Primary SFR 360 354 79.99 6.5 4/1/2006 9/1/2006 3/1/2036 2,605.42 8/1/2006
203142484 Primary 2-Family 360 355 70 6.5 5/1/2006 9/1/2006 4/1/2036 4,550.00 8/1/2006
144860202 Primary SFR 360 355 66.14 6.5 5/1/2006 9/1/2006 4/1/2036 4,494.01 8/1/2006
144936259 Primary SFR 360 355 75.76 6.5 5/1/2006 10/1/2006 4/1/2036 2,708.33 9/1/2006
203196324 Primary Condo 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 2,889.19 8/1/2006
203198189 Primary PUD 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 4,010.91 8/1/2006
144545670 Primary SFR 360 355 60.19 6.625 5/1/2006 9/1/2006 4/1/2036 8,131.95 8/1/2006
144573102 Primary SFR 360 355 53.49 6.5 5/1/2006 9/1/2006 4/1/2036 7,268.79 8/1/2006
144745577 Primary PUD 360 355 68.57 6.5 5/1/2006 9/1/2006 4/1/2036 2,600.00 8/1/2006
203128095 Primary SFR 360 355 52.73 6.5 5/1/2006 9/1/2006 4/1/2036 3,141.67 8/1/2006
203127600 Primary SFR 360 355 64.75 6.5 5/1/2006 9/1/2006 4/1/2036 2,437.50 8/1/2006
31734759 Primary SFR 360 355 56.81 6.5 5/1/2006 10/1/2006 4/1/2036 4,154.58 9/1/2006
36254654 Primary SFR 360 354 75.5 6.5 4/1/2006 10/1/2006 3/1/2036 2,437.50 9/1/2006
144586971 Primary SFR 360 355 70 6.5 5/1/2006 10/1/2006 4/1/2036 2,843.75 9/1/2006
144737772 Primary SFR 360 355 59.63 6.625 5/1/2006 9/1/2006 4/1/2036 2,666.56 8/1/2006
144612512 Primary SFR 360 355 68.42 6.5 5/1/2006 9/1/2006 4/1/2036 3,520.83 8/1/2006
144602224 Primary PUD 360 354 79.45 6.5 4/1/2006 10/1/2006 3/1/2036 3,120.00 9/1/2006
144608908 Primary SFR 360 355 74.67 6.625 5/1/2006 10/1/2006 4/1/2036 3,091.67 9/1/2006
144607694 Primary SFR 360 354 68.24 6.5 4/1/2006 9/1/2006 3/1/2036 2,513.33 8/1/2006
203065693 Primary SFR 360 354 63.7 6.5 4/1/2006 9/1/2006 3/1/2036 3,640.00 8/1/2006
203114509 Primary SFR 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 2,627.92 8/1/2006
203203088 Primary SFR 360 355 64.37 6.5 5/1/2006 9/1/2006 4/1/2036 7,583.33 8/1/2006
203198874 Primary PUD 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,423.33 8/1/2006
144264165 Primary SFR 360 355 79.76 6.5 5/1/2006 9/1/2006 4/1/2036 3,629.17 8/1/2006
31612781 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 3,250.00 8/1/2006
34398206 Primary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 5,562.20 9/1/2006
34569731 Primary SFR 360 356 54.1 6.5 6/1/2006 9/1/2006 5/1/2036 2,930.42 8/1/2006
35230473 Primary PUD 360 356 53.47 6.5 6/1/2006 9/1/2006 5/1/2036 3,988.35 8/1/2006
35982412 Primary PUD 360 356 78.95 6.5 6/1/2006 9/1/2006 5/1/2036 4,062.50 8/1/2006
36337772 Primary SFR 360 354 75.87 6.5 4/1/2006 10/1/2006 3/1/2036 2,486.25 9/1/2006
36615664 Primary SFR 360 356 51.61 6.5 6/1/2006 9/1/2006 5/1/2036 5,056.54 8/1/2006
36835189 Primary SFR 360 356 73.03 6.625 6/1/2006 10/1/2006 5/1/2036 5,520.83 9/1/2006
36857464 Primary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 3,135.06 9/1/2006
36915361 Secondary SFR 360 356 57.58 6.625 6/1/2006 9/1/2006 5/1/2036 3,502.50 8/1/2006
37105293 Primary SFR 360 356 70 6.5 6/1/2006 9/1/2006 5/1/2036 2,654.17 8/1/2006
143272755 Primary SFR 352 348 80 6.5 6/1/2006 11/1/2006 9/1/2035 2,643.84 10/1/2006
143909257 Primary PUD 360 356 79.99 6.5 6/1/2006 9/1/2006 5/1/2036 3,156.55 8/1/2006
143909331 Primary SFR 360 356 67.39 6.625 6/1/2006 10/1/2006 5/1/2036 3,328.69 9/1/2006
144090727 Primary PUD 360 357 68.49 6.5 7/1/2006 10/1/2006 6/1/2036 5,416.67 9/1/2006
144106150 Primary SFR 360 356 50.82 6.5 6/1/2006 9/1/2006 5/1/2036 3,533.27 8/1/2006
144111507 Primary PUD 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 3,181.39 8/1/2006
144116860 Primary SFR 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 3,124.72 8/1/2006
144393246 Investor PUD 360 356 80 6.625 6/1/2006 10/1/2006 5/1/2036 3,631.85 9/1/2006
144554607 Primary SFR 360 356 69.23 6.625 6/1/2006 10/1/2006 5/1/2036 5,762.80 9/1/2006
144554631 Primary SFR 360 356 73.73 6.5 6/1/2006 10/1/2006 5/1/2036 2,994.88 9/1/2006
144635638 Primary SFR 360 356 71.51 6.625 6/1/2006 10/1/2006 5/1/2036 3,000.57 9/1/2006
144636503 Primary SFR 360 355 75.61 6.5 5/1/2006 9/1/2006 4/1/2036 2,724.22 8/1/2006
144672607 Primary SFR 360 356 66.67 6.5 6/1/2006 9/1/2006 5/1/2036 5,416.67 8/1/2006
144672623 Primary SFR 360 356 75 6.5 6/1/2006 9/1/2006 5/1/2036 4,076.84 8/1/2006
144767118 Primary SFR 360 356 69.53 6.625 6/1/2006 11/1/2006 5/1/2036 3,628.65 10/1/2006
144767597 Primary Condo 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 3,666.00 8/1/2006
144767951 Primary SFR 360 356 73.05 6.625 6/1/2006 9/1/2006 5/1/2036 3,297.61 8/1/2006
144768041 Primary PUD 360 356 75 6.625 6/1/2006 10/1/2006 5/1/2036 2,761.35 9/1/2006
144768181 Primary SFR 360 356 62.12 6.5 6/1/2006 10/1/2006 5/1/2036 4,441.67 9/1/2006
144774189 Primary SFR 360 356 55.45 6.5 6/1/2006 9/1/2006 5/1/2036 3,504.82 8/1/2006
144774338 Primary SFR 360 356 71.43 6.5 6/1/2006 9/1/2006 5/1/2036 3,160.34 8/1/2006
144860905 Primary SFR 360 356 72.44 6.5 6/1/2006 9/1/2006 5/1/2036 2,844.83 8/1/2006
144864337 Primary SFR 360 356 63.73 6.5 6/1/2006 9/1/2006 5/1/2036 2,698.94 8/1/2006
144942380 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 4,070.52 8/1/2006
144956034 Primary PUD 360 356 70 6.625 6/1/2006 10/1/2006 5/1/2036 4,251.04 9/1/2006
144958352 Primary SFR 360 356 72.24 6.625 6/1/2006 9/1/2006 5/1/2036 5,666.76 8/1/2006
144959020 Primary SFR 360 356 75 6.625 6/1/2006 9/1/2006 5/1/2036 4,081.99 8/1/2006
144959657 Primary SFR 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 5,344.17 8/1/2006
144961794 Primary PUD 360 356 69 6.625 6/1/2006 9/1/2006 5/1/2036 4,329.79 8/1/2006
144966009 Primary Condo 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 3,023.82 8/1/2006
144970159 Primary PUD 360 356 77.5 6.625 6/1/2006 9/1/2006 5/1/2036 3,969.93 8/1/2006
202977922 Primary PUD 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 3,830.34 9/1/2006
203060538 Primary PUD 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 3,210.91 9/1/2006
203074711 Primary SFR 360 356 67.83 6.5 6/1/2006 9/1/2006 5/1/2036 4,225.00 8/1/2006
203089537 Secondary SFR 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 3,713.80 8/1/2006
203122049 Primary SFR 360 356 78.61 6.5 6/1/2006 9/1/2006 5/1/2036 6,320.05 8/1/2006
203135975 Primary SFR 360 356 64.52 6.5 6/1/2006 9/1/2006 5/1/2036 2,708.33 8/1/2006
203137476 Primary SFR 360 356 75 6.625 6/1/2006 9/1/2006 5/1/2036 3,625.77 8/1/2006
203157714 Primary PUD 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 3,841.87 8/1/2006
203169560 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 2,383.33 8/1/2006
203180872 Primary PUD 360 355 51.28 6.5 5/1/2006 9/1/2006 4/1/2036 3,160.34 8/1/2006
203208087 Primary Condo 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 2,951.76 8/1/2006
203209515 Primary SFR 360 356 68.42 6.625 6/1/2006 10/1/2006 5/1/2036 3,588.54 9/1/2006
203216387 Primary SFR 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 2,491.67 9/1/2006
203217435 Primary SFR 360 355 78.19 6.625 5/1/2006 10/1/2006 4/1/2036 5,520.83 9/1/2006
203231899 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 3,382.83 8/1/2006
203233275 Primary PUD 360 356 70 6.625 6/1/2006 9/1/2006 5/1/2036 3,226.54 8/1/2006
203244330 Primary SFR 360 356 74.81 6.5 6/1/2006 10/1/2006 5/1/2036 4,610.01 9/1/2006
203245253 Primary SFR 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 3,413.17 9/1/2006
203247531 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 5,118.17 8/1/2006
203247671 Primary SFR 360 356 57.5 6.5 6/1/2006 9/1/2006 5/1/2036 3,737.50 8/1/2006
203251475 Primary SFR 360 356 33.33 6.5 6/1/2006 10/1/2006 5/1/2036 2,437.50 9/1/2006
203255914 Primary SFR 360 356 66.13 6.625 6/1/2006 11/1/2006 5/1/2036 3,432.07 10/1/2006
203261755 Primary SFR 360 356 66.23 6.5 6/1/2006 9/1/2006 5/1/2036 2,721.06 8/1/2006
203264239 Primary SFR 360 356 50 6.5 6/1/2006 9/1/2006 5/1/2036 3,250.00 8/1/2006
203266424 Primary SFR 360 355 79.99 6.625 5/1/2006 10/1/2006 4/1/2036 3,053.00 9/1/2006
203266655 Primary Condo 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 4,033.96 8/1/2006
203272414 Primary SFR 360 356 80 6.625 6/1/2006 10/1/2006 5/1/2036 3,022.27 9/1/2006
203274907 Secondary SFR 360 356 61.11 6.625 6/1/2006 9/1/2006 5/1/2036 4,104.40 8/1/2006
203276050 Primary 2-Family 360 356 61.84 6.5 6/1/2006 10/1/2006 5/1/2036 3,818.75 9/1/2006
203279336 Primary SFR 360 355 73.5 6.5 5/1/2006 9/1/2006 4/1/2036 2,717.89 8/1/2006
203284302 Primary SFR 360 356 50 6.625 6/1/2006 9/1/2006 5/1/2036 4,482.18 8/1/2006
203284591 Primary SFR 360 356 58.31 6.5 6/1/2006 10/1/2006 5/1/2036 3,059.21 9/1/2006
203291257 Primary PUD 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 4,571.67 8/1/2006
203291885 Primary SFR 360 355 80 6.625 5/1/2006 10/1/2006 4/1/2036 2,694.17 9/1/2006
203296389 Primary SFR 360 356 55.71 6.5 6/1/2006 10/1/2006 5/1/2036 2,640.63 9/1/2006
203299441 Primary SFR 360 356 69.96 6.625 6/1/2006 9/1/2006 5/1/2036 3,016.58 8/1/2006
203299862 Primary SFR 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 3,014.58 8/1/2006
203300066 Primary SFR 360 356 78.79 6.5 6/1/2006 9/1/2006 5/1/2036 4,108.45 8/1/2006
203301353 Secondary SFR 360 356 49.38 6.5 6/1/2006 10/1/2006 5/1/2036 5,056.54 9/1/2006
203303250 Primary SFR 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 4,990.83 8/1/2006
203303995 Primary SFR 360 356 33.91 6.5 6/1/2006 9/1/2006 5/1/2036 4,225.00 8/1/2006
203305651 Primary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 2,578.33 9/1/2006
203307822 Primary SFR 360 356 72.38 6.5 6/1/2006 9/1/2006 5/1/2036 4,803.72 8/1/2006
203308507 Primary SFR 360 356 70 6.5 6/1/2006 9/1/2006 5/1/2036 3,344.91 8/1/2006
203310362 Primary SFR 360 356 75.5 6.5 6/1/2006 9/1/2006 5/1/2036 2,863.27 8/1/2006
203316658 Primary PUD 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 2,766.15 8/1/2006
203326038 Primary SFR 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 3,268.33 8/1/2006
203327937 Primary SFR 360 356 76.86 6.5 6/1/2006 9/1/2006 5/1/2036 2,939.12 8/1/2006
203328661 Primary SFR 360 356 56.77 6.5 6/1/2006 9/1/2006 5/1/2036 4,766.67 8/1/2006
203335070 Primary SFR 360 356 63.53 6.5 6/1/2006 10/1/2006 5/1/2036 3,413.17 9/1/2006
203336219 Primary SFR 360 356 75 6.5 6/1/2006 9/1/2006 5/1/2036 2,640.63 8/1/2006
203337514 Primary SFR 360 356 52.63 6.625 6/1/2006 9/1/2006 5/1/2036 2,760.42 8/1/2006
203339205 Primary PUD 360 356 70 6.5 6/1/2006 10/1/2006 5/1/2036 5,309.38 9/1/2006
203343314 Primary PUD 360 355 66.93 6.5 5/1/2006 9/1/2006 4/1/2036 3,172.98 8/1/2006
203344783 Primary PUD 360 356 63.69 6.625 6/1/2006 9/1/2006 5/1/2036 4,482.92 8/1/2006
203346515 Primary SFR 360 356 75 6.625 6/1/2006 10/1/2006 5/1/2036 3,478.12 9/1/2006
203347331 Primary SFR 360 356 59.56 6.625 6/1/2006 10/1/2006 5/1/2036 4,290.09 9/1/2006
203349956 Primary SFR 360 356 68.28 6.625 6/1/2006 10/1/2006 5/1/2036 3,585.11 9/1/2006
203350574 Primary SFR 360 356 70 6.5 6/1/2006 9/1/2006 5/1/2036 5,346.25 8/1/2006
203354857 Primary SFR 360 356 72.2 6.625 6/1/2006 10/1/2006 5/1/2036 3,097.50 9/1/2006
203358098 Primary SFR 360 356 75 6.5 6/1/2006 10/1/2006 5/1/2036 2,844.31 9/1/2006
203358411 Secondary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 2,543.67 9/1/2006
203358445 Primary PUD 360 356 73.79 6.5 6/1/2006 10/1/2006 5/1/2036 2,897.92 9/1/2006
203362496 Primary SFR 360 356 72.73 6.5 6/1/2006 9/1/2006 5/1/2036 5,416.67 8/1/2006
203366331 Primary PUD 360 356 70 6.625 6/1/2006 9/1/2006 5/1/2036 3,207.60 8/1/2006
203369467 Primary SFR 360 356 62.84 6.625 6/1/2006 9/1/2006 5/1/2036 2,567.19 8/1/2006
203370069 Primary PUD 360 356 71.68 6.625 6/1/2006 9/1/2006 5/1/2036 3,422.92 8/1/2006
203388806 Primary SFR 360 356 61.08 6.625 6/1/2006 10/1/2006 5/1/2036 2,997.81 9/1/2006
203390836 Primary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 3,210.65 9/1/2006
203393095 Primary SFR 360 356 65.24 6.5 6/1/2006 9/1/2006 5/1/2036 2,897.92 8/1/2006
203394135 Primary SFR 360 356 80 6.625 6/1/2006 11/1/2006 5/1/2036 4,306.25 10/1/2006
203399985 Primary SFR 360 356 38.73 6.5 6/1/2006 9/1/2006 5/1/2036 2,979.17 8/1/2006
203403225 Primary SFR 360 356 61.54 6.625 6/1/2006 9/1/2006 5/1/2036 5,520.83 8/1/2006
203403886 Primary SFR 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 4,248.83 8/1/2006
203405303 Primary SFR 360 356 71.86 6.625 6/1/2006 9/1/2006 5/1/2036 3,312.50 8/1/2006
203408141 Primary PUD 360 356 77.44 6.5 6/1/2006 9/1/2006 5/1/2036 3,255.16 8/1/2006
203409032 Primary SFR 360 356 77.78 6.625 6/1/2006 9/1/2006 5/1/2036 2,898.44 8/1/2006
203419965 Primary PUD 360 356 78.13 6.625 6/1/2006 9/1/2006 5/1/2036 2,760.42 8/1/2006
203426218 Primary SFR 360 356 69.24 6.625 6/1/2006 9/1/2006 5/1/2036 3,329.62 8/1/2006
203445671 Primary SFR 360 356 59.4 6.5 6/1/2006 9/1/2006 5/1/2036 2,774.78 8/1/2006
203453477 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 5,416.66 8/1/2006
203474531 Primary PUD 360 357 80 6.625 7/1/2006 9/1/2006 6/1/2036 3,457.68 8/1/2006
203352976 Primary SFR 360 357 88.29 6.5 7/1/2006 10/1/2006 6/1/2036 2,941.64 9/1/2006
31052731 Primary SFR 360 357 69.23 6.625 7/1/2006 10/1/2006 6/1/2036 5,762.80 9/1/2006
143269587 Primary SFR 348 344 78.62 6.5 6/1/2006 9/1/2006 5/1/2035 2,914.81 8/1/2006
203517586 Primary PUD 360 357 71.51 6.625 7/1/2006 9/1/2006 6/1/2036 2,972.57 8/1/2006
144126067 Primary SFR 360 357 25.71 6.625 7/1/2006 9/1/2006 6/1/2036 4,968.75 8/1/2006
203424817 Primary PUD 360 357 80 6.625 7/1/2006 10/1/2006 6/1/2036 3,099.11 9/1/2006
203406251 Primary SFR 360 357 80 6.625 7/1/2006 10/1/2006 6/1/2036 4,364.36 9/1/2006
203408539 Secondary PUD 360 356 79.99 6.625 6/1/2006 10/1/2006 5/1/2036 2,981.93 9/1/2006
203241252 Primary SFR 360 356 39.1 6.625 6/1/2006 9/1/2006 5/1/2036 2,870.83 8/1/2006
144978194 Primary PUD 360 357 66.73 6.5 7/1/2006 9/1/2006 6/1/2036 2,844.31 8/1/2006
203456223 Primary SFR 360 357 61.11 6.5 7/1/2006 10/1/2006 6/1/2036 3,476.38 9/1/2006
144831708 Primary SFR 360 357 70 6.625 7/1/2006 9/1/2006 6/1/2036 3,339.23 8/1/2006
203430434 Primary SFR 360 357 67.57 6.625 7/1/2006 9/1/2006 6/1/2036 3,450.52 8/1/2006
36979664 Primary SFR 360 357 62.34 6.625 7/1/2006 9/1/2006 6/1/2036 3,412.86 8/1/2006
203444864 Primary SFR 360 357 58.8 6.625 7/1/2006 10/1/2006 6/1/2036 3,501.90 9/1/2006
203410915 Primary 2-Family 360 356 65 6.5 6/1/2006 9/1/2006 5/1/2036 5,443.69 8/1/2006
144121472 Primary PUD 360 357 69.85 6.625 7/1/2006 10/1/2006 6/1/2036 3,028.68 9/1/2006
203389614 Primary SFR 360 357 69.39 6.5 7/1/2006 9/1/2006 6/1/2036 2,762.50 8/1/2006
203384631 Primary PUD 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 3,084.49 9/1/2006
203184981 Primary SFR 360 357 19.23 6.5 7/1/2006 10/1/2006 6/1/2036 4,740.51 9/1/2006
203449111 Primary SFR 360 357 80 6.625 7/1/2006 10/1/2006 6/1/2036 4,507.79 9/1/2006
144125465 Primary PUD 360 357 80 6.625 7/1/2006 9/1/2006 6/1/2036 4,173.75 8/1/2006
203379110 Primary PUD 360 357 55 6.625 7/1/2006 9/1/2006 6/1/2036 3,036.46 8/1/2006
203536735 Secondary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 4,019.95 9/1/2006
203478409 Primary SFR 360 357 61.11 6.5 7/1/2006 9/1/2006 6/1/2036 4,468.75 8/1/2006
203447669 Primary SFR 360 357 50 6.5 7/1/2006 9/1/2006 6/1/2036 2,844.31 8/1/2006
203575287 Primary SFR 360 357 79.33 6.625 7/1/2006 9/1/2006 6/1/2036 3,022.27 8/1/2006
203425392 Primary SFR 360 357 52.63 6.5 7/1/2006 9/1/2006 6/1/2036 6,320.69 8/1/2006
203492574 Primary SFR 360 357 80 6.625 7/1/2006 10/1/2006 6/1/2036 3,227.17 9/1/2006
203524145 Primary SFR 360 357 80 6.625 7/1/2006 10/1/2006 6/1/2036 3,278.40 9/1/2006
37007275 Primary SFR 360 356 78.57 6.5 6/1/2006 9/1/2006 5/1/2036 4,171.65 8/1/2006
203483276 Primary SFR 360 357 79.47 6.625 7/1/2006 9/1/2006 6/1/2036 3,312.50 8/1/2006
203293220 Secondary SFR 360 357 69.89 6.5 7/1/2006 10/1/2006 6/1/2036 4,108.44 9/1/2006
145172235 Primary SFR 360 357 80 6.5 7/1/2006 10/1/2006 6/1/2036 2,932.80 9/1/2006
144985132 Primary SFR 360 357 40.5 6.5 7/1/2006 9/1/2006 6/1/2036 3,855.62 8/1/2006
203434188 Primary SFR 360 357 60.76 6.625 7/1/2006 9/1/2006 6/1/2036 3,102.71 8/1/2006
203490925 Primary PUD 360 357 61.9 6.625 7/1/2006 9/1/2006 6/1/2036 2,913.41 8/1/2006
203380464 Primary SFR 360 357 80 6.5 7/1/2006 9/1/2006 6/1/2036 3,514.30 8/1/2006
203482989 Primary SFR 360 357 80 6.625 7/1/2006 10/1/2006 6/1/2036 3,073.50 9/1/2006
144939709 Primary SFR 360 357 69.34 6.5 7/1/2006 10/1/2006 6/1/2036 2,673.65 9/1/2006
203451893 Primary PUD 360 356 70 6.5 6/1/2006 9/1/2006 5/1/2036 3,729.84 8/1/2006
203455654 Primary SFR 360 357 80 6.5 7/1/2006 9/1/2006 6/1/2036 3,741.85 8/1/2006
203230982 Secondary Condo 360 357 61.11 6.625 7/1/2006 10/1/2006 6/1/2036 3,521.71 9/1/2006
203448527 Primary SFR 360 357 77.47 6.625 7/1/2006 10/1/2006 6/1/2036 4,162.03 9/1/2006
203560214 Primary SFR 360 357 48.33 6.625 7/1/2006 9/1/2006 6/1/2036 3,713.81 8/1/2006
203493986 Primary SFR 360 357 78.08 6.625 7/1/2006 9/1/2006 6/1/2036 3,249.58 8/1/2006
144996881 Primary SFR 360 357 75.22 6.5 7/1/2006 9/1/2006 6/1/2036 2,686.29 8/1/2006
203453766 Primary SFR 360 357 70.55 6.5 7/1/2006 9/1/2006 6/1/2036 3,634.40 8/1/2006
144379344 Primary SFR 360 356 77.32 6.625 6/1/2006 9/1/2006 5/1/2036 3,515.31 8/1/2006
144554813 Primary SFR 360 357 64.19 6.5 7/1/2006 10/1/2006 6/1/2036 3,002.33 9/1/2006
144967783 Primary SFR 360 357 80 6.625 7/1/2006 9/1/2006 6/1/2036 4,354.12 8/1/2006
203490479 Primary SFR 360 357 70 6.5 7/1/2006 9/1/2006 6/1/2036 3,176.78 8/1/2006
203375746 Primary PUD 360 357 75.07 6.625 7/1/2006 10/1/2006 6/1/2036 3,980.18 9/1/2006
203441084 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 3,767.13 8/1/2006
203220314 Primary PUD 360 357 32.45 6.625 7/1/2006 10/1/2006 6/1/2036 5,122.49 9/1/2006
203397963 Primary SFR 360 357 79.83 6.5 7/1/2006 10/1/2006 6/1/2036 3,002.32 9/1/2006
203439393 Primary SFR 360 357 64.71 6.625 7/1/2006 9/1/2006 6/1/2036 3,521.71 8/1/2006
203465695 Primary SFR 360 357 61.54 6.5 7/1/2006 9/1/2006 6/1/2036 5,056.55 8/1/2006
35596063 Primary SFR 360 357 71.32 6.625 7/1/2006 9/1/2006 6/1/2036 3,105.51 8/1/2006
203388327 Primary SFR 360 356 22.5 6.5 6/1/2006 9/1/2006 5/1/2036 3,982.03 8/1/2006
202958641 Primary Condo 360 357 50 6.625 7/1/2006 9/1/2006 6/1/2036 4,162.02 8/1/2006
145166534 Primary SFR 360 357 39.11 6.5 7/1/2006 10/1/2006 6/1/2036 6,320.69 9/1/2006
203408075 Primary PUD 360 357 55.68 6.625 7/1/2006 10/1/2006 6/1/2036 4,706.29 9/1/2006
144992146 Primary PUD 360 357 69.57 6.5 7/1/2006 9/1/2006 6/1/2036 3,539.59 8/1/2006
145002325 Primary SFR 360 357 67.78 6.5 7/1/2006 9/1/2006 6/1/2036 3,304.17 8/1/2006
203480181 Primary SFR 360 357 38.05 6.625 7/1/2006 9/1/2006 6/1/2036 5,359.41 8/1/2006
203217633 Primary SFR 360 357 52.33 6.625 7/1/2006 10/1/2006 6/1/2036 5,026.44 9/1/2006
145166542 Primary SFR 360 357 70 6.5 7/1/2006 9/1/2006 6/1/2036 5,707.58 8/1/2006
203416227 Primary SFR 360 357 67.36 6.625 7/1/2006 9/1/2006 6/1/2036 4,162.02 8/1/2006
203491030 Primary SFR 360 357 33.71 6.625 7/1/2006 9/1/2006 6/1/2036 3,668.99 8/1/2006
203346432 Primary PUD 360 356 55.71 6.625 6/1/2006 9/1/2006 5/1/2036 3,745.82 8/1/2006
203426457 Primary SFR 360 357 80 6.625 7/1/2006 9/1/2006 6/1/2036 3,626.72 8/1/2006
203312814 Primary PUD 360 357 80 6.5 7/1/2006 9/1/2006 6/1/2036 3,387.88 8/1/2006
3061704031 Primary PUD 360 356 80 6.625 6/1/2006 10/1/2006 5/1/2036 5,014.92 9/1/2006
3062117696 Primary SFR 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 4,763.40 8/1/2006
47468202 Primary SFR 360 356 66.46 6.5 6/1/2006 9/1/2006 5/1/2036 3,906.81 8/1/2006
66733437 Primary SFR 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 3,560.13 8/1/2006
3050908965 Primary SFR 360 356 71.69 6.5 6/1/2006 9/1/2006 5/1/2036 2,673.65 8/1/2006
3060729393 Primary SFR 360 351 69.62 6.625 1/1/2006 9/1/2006 12/1/2035 3,521.71 8/1/2006
3061035808 Primary SFR 360 356 80 6.625 6/1/2006 10/1/2006 5/1/2036 3,022.27 9/1/2006
3061036533 Primary PUD 360 356 70 6.625 6/1/2006 9/1/2006 5/1/2036 3,092.70 8/1/2006
3061038240 Primary PUD 360 357 66.54 6.5 7/1/2006 9/1/2006 6/1/2036 3,280.43 8/1/2006
3061469239 Primary SFR 360 356 54.59 6.5 6/1/2006 9/1/2006 5/1/2036 2,743.18 8/1/2006
3061482620 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 3,842.97 8/1/2006
3061486530 Primary SFR 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 4,610.24 8/1/2006
3061491589 Primary SFR 360 356 45.79 6.5 6/1/2006 9/1/2006 5/1/2036 3,097.13 8/1/2006
3061551135 Primary SFR 360 357 80 6.5 7/1/2006 9/1/2006 6/1/2036 3,286.75 8/1/2006
3061724443 Primary SFR 360 356 46.29 6.625 6/1/2006 10/1/2006 5/1/2036 7,779.78 9/1/2006
3061823849 Primary SFR 360 356 62.67 6.625 6/1/2006 10/1/2006 5/1/2036 3,009.46 9/1/2006
3062197326 Primary SFR 360 357 48.08 6.5 7/1/2006 9/1/2006 6/1/2036 3,950.43 8/1/2006
3062314830 Primary SFR 360 356 52.78 6.625 6/1/2006 10/1/2006 5/1/2036 12,165.91 9/1/2006
3062389568 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 4,242.44 8/1/2006
3062389766 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 3,787.35 8/1/2006
3062391937 Primary SFR 360 356 63.38 6.625 6/1/2006 9/1/2006 5/1/2036 5,762.80 8/1/2006
3062392497 Primary SFR 360 357 64.35 6.625 7/1/2006 9/1/2006 6/1/2036 3,502.50 8/1/2006
3062393651 Primary SFR 360 357 80 6.625 7/1/2006 9/1/2006 6/1/2036 4,763.91 8/1/2006
3062485648 Primary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 3,135.06 9/1/2006
3062491018 Primary SFR 360 356 73.14 6.5 6/1/2006 9/1/2006 5/1/2036 3,370.19 8/1/2006
3062499904 Primary PUD 360 356 79.99 6.5 6/1/2006 9/1/2006 5/1/2036 2,980.83 8/1/2006
3062506708 Primary SFR 360 357 80 6.625 7/1/2006 10/1/2006 6/1/2036 2,971.04 9/1/2006
3062587450 Primary SFR 360 357 70 6.5 7/1/2006 9/1/2006 6/1/2036 2,964.40 8/1/2006
3062638329 Primary SFR 360 356 50.47 6.5 6/1/2006 9/1/2006 5/1/2036 3,381.56 8/1/2006
3062680602 Primary SFR 360 356 68.28 6.625 6/1/2006 9/1/2006 5/1/2036 7,152.27 8/1/2006
3062713718 Primary SFR 360 356 68.67 6.625 6/1/2006 9/1/2006 5/1/2036 3,297.60 8/1/2006
3062713874 Primary SFR 360 356 76.41 6.5 6/1/2006 9/1/2006 5/1/2036 3,501.66 8/1/2006
3062724871 Primary SFR 360 357 65 6.5 7/1/2006 9/1/2006 6/1/2036 3,188.15 8/1/2006
3062772508 Primary Condo 360 357 78.05 6.625 7/1/2006 9/1/2006 6/1/2036 4,097.99 8/1/2006
3062803618 Primary SFR 360 357 71.88 6.625 7/1/2006 10/1/2006 6/1/2036 2,945.43 9/1/2006
3062808948 Primary SFR 360 357 80 6.5 7/1/2006 9/1/2006 6/1/2036 3,286.75 8/1/2006
642576235 Primary SFR 360 356 75 6.625 6/1/2006 10/1/2006 5/1/2036 3,140.73 9/1/2006
3062231307 Primary PUD 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 6,067.85 8/1/2006
3061874206 Primary SFR 360 356 56.54 6.625 6/1/2006 9/1/2006 5/1/2036 3,294.40 8/1/2006
3060737727 Primary SFR 360 356 54.71 6.625 6/1/2006 9/1/2006 5/1/2036 5,954.89 8/1/2006
642543755 Primary SFR 360 357 79.87 6.5 7/1/2006 10/1/2006 6/1/2036 3,760.80 9/1/2006
3062324151 Primary SFR 240 236 75.56 6.625 6/1/2006 9/1/2006 5/1/2026 3,840.05 8/1/2006
3062345362 Primary SFR 360 357 80 6.625 7/1/2006 9/1/2006 6/1/2036 3,137.52 8/1/2006
3061963124 Primary SFR 240 236 65.89 6.5 6/1/2006 9/1/2006 5/1/2026 3,438.58 8/1/2006
3061783647 Primary SFR 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 4,097.99 8/1/2006
642650311 Primary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 2,755.82 9/1/2006
3062515188 Primary SFR 360 357 80 6.5 7/1/2006 9/1/2006 6/1/2036 4,424.48 8/1/2006
642538292 Secondary PUD 360 357 71.92 6.625 7/1/2006 9/1/2006 6/1/2036 4,674.27 8/1/2006
3061727818 Primary SFR 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 6,403.11 8/1/2006
3060556242 Primary SFR 360 357 73.25 6.5 7/1/2006 9/1/2006 6/1/2036 2,812.70 8/1/2006
3061165324 Primary SFR 360 357 80 6.5 7/1/2006 10/1/2006 6/1/2036 4,904.85 9/1/2006
3060521576 Primary 2-Family 360 357 78.79 6.625 7/1/2006 9/1/2006 6/1/2036 4,162.02 8/1/2006
3061798017 Primary SFR 360 356 50 6.625 6/1/2006 10/1/2006 5/1/2036 9,604.67 9/1/2006
3061842393 Primary PUD 360 356 58.33 6.625 6/1/2006 10/1/2006 5/1/2036 4,482.18 9/1/2006
3061858787 Primary SFR 360 356 76.43 6.5 6/1/2006 9/1/2006 5/1/2036 3,381.56 8/1/2006
3061861054 Primary Condo 360 356 72.35 6.625 6/1/2006 9/1/2006 5/1/2036 3,752.22 8/1/2006
3061866749 Primary SFR 360 357 48.95 6.5 7/1/2006 9/1/2006 6/1/2036 3,084.49 8/1/2006
3061877258 Primary Condo 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 3,944.10 8/1/2006
3062342187 Primary 2-Family 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 4,373.91 9/1/2006
3062343250 Primary SFR 360 357 95 6.5 7/1/2006 9/1/2006 6/1/2036 2,702.09 8/1/2006
3062463835 Secondary SFR 360 356 79.72 6.625 6/1/2006 10/1/2006 5/1/2036 3,675.39 9/1/2006
642646624 Primary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 3,590.15 9/1/2006
3061723254 Primary SFR 360 356 61.66 6.5 6/1/2006 10/1/2006 5/1/2036 3,476.37 9/1/2006
3062326859 Primary SFR 360 356 79.41 6.5 6/1/2006 9/1/2006 5/1/2036 3,729.20 8/1/2006
3062691328 Primary SFR 360 357 80 6.625 7/1/2006 9/1/2006 6/1/2036 3,329.62 8/1/2006
61134912 Primary PUD 360 356 65.7 6.5 6/1/2006 9/1/2006 5/1/2036 3,571.18 8/1/2006
3062615673 Primary SFR 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 3,252.78 8/1/2006
3061391136 Secondary PUD 360 356 75.45 6.625 6/1/2006 10/1/2006 5/1/2036 3,502.50 9/1/2006
3061725796 Primary SFR 360 357 80 6.5 7/1/2006 9/1/2006 6/1/2036 3,944.10 8/1/2006
3061917823 Primary SFR 360 357 53.33 6.625 7/1/2006 9/1/2006 6/1/2036 5,122.49 8/1/2006
3061918342 Primary SFR 360 357 80 6.625 7/1/2006 9/1/2006 6/1/2036 4,507.79 8/1/2006
3062463314 Primary Condo 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 4,100.86 8/1/2006
3062463744 Primary PUD 360 357 76.05 6.625 7/1/2006 9/1/2006 6/1/2036 6,403.11 8/1/2006
3062463793 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 3,160.34 8/1/2006
3062464627 Primary SFR 360 356 70.59 6.5 6/1/2006 9/1/2006 5/1/2036 3,792.41 8/1/2006
3062466689 Primary PUD 360 357 80 6.5 7/1/2006 9/1/2006 6/1/2036 3,923.88 8/1/2006
3062582634 Primary SFR 360 356 46.74 6.625 6/1/2006 9/1/2006 5/1/2036 2,842.98 8/1/2006
642620728 Primary SFR 360 357 76.47 6.625 7/1/2006 9/1/2006 6/1/2036 4,162.02 8/1/2006
3062629005 Primary SFR 360 357 66.67 6.625 7/1/2006 9/1/2006 6/1/2036 3,201.56 8/1/2006
3062629336 Primary SFR 360 357 58.44 6.5 7/1/2006 9/1/2006 6/1/2036 2,844.31 8/1/2006
735865545 Primary SFR 360 356 75 6.5 6/1/2006 9/1/2006 5/1/2036 5,451.59 8/1/2006
683022370 Primary SFR 360 353 75 6.5 3/1/2006 9/1/2006 2/1/2036 5,214.56 8/1/2006
683022586 Primary SFR 360 353 79.18 6.5 3/1/2006 9/1/2006 2/1/2036 3,678.64 8/1/2006
709301543 Primary SFR 360 353 66.67 6.625 3/1/2006 9/1/2006 2/1/2036 4,802.33 8/1/2006
709961197 Primary SFR 360 353 75 6.5 3/1/2006 9/1/2006 2/1/2036 6,162.66 8/1/2006
712602473 Primary SFR 360 353 74.5 6.5 3/1/2006 9/1/2006 2/1/2036 2,825.34 8/1/2006
712998889 Primary SFR 360 354 72.58 6.625 4/1/2006 9/1/2006 3/1/2036 2,881.40 8/1/2006
713647667 Primary SFR 360 353 55 6.5 3/1/2006 9/1/2006 2/1/2036 2,781.10 8/1/2006
642305056 Primary SFR 360 353 70 6.5 3/1/2006 9/1/2006 2/1/2036 2,787.42 8/1/2006
3060538950 Primary SFR 360 353 75 6.5 3/1/2006 10/1/2006 2/1/2036 4,147.95 9/1/2006
3061065599 Primary SFR 360 353 55.75 6.625 3/1/2006 9/1/2006 2/1/2036 7,139.47 8/1/2006
3061151951 Primary SFR 360 354 42.86 6.625 4/1/2006 9/1/2006 3/1/2036 7,683.73 8/1/2006
3061316075 Primary SFR 360 353 46 6.625 3/1/2006 9/1/2006 2/1/2036 7,363.58 8/1/2006
3061338665 Primary SFR 360 354 65 6.625 4/1/2006 9/1/2006 3/1/2036 8,115.94 8/1/2006
39488747 Primary SFR 360 355 75 6.5 5/1/2006 9/1/2006 4/1/2036 2,654.69 8/1/2006
54747175 Primary SFR 360 355 75 6.5 5/1/2006 9/1/2006 4/1/2036 3,312.26 8/1/2006
62054978 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 4,875.00 8/1/2006
63010367 Secondary SFR 360 355 75 6.625 5/1/2006 9/1/2006 4/1/2036 2,737.33 8/1/2006
63285795 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 2,816.67 8/1/2006
63339626 Primary SFR 360 355 75 6.5 5/1/2006 9/1/2006 4/1/2036 3,270.95 8/1/2006
63374383 Primary SFR 360 355 36.36 6.625 5/1/2006 9/1/2006 4/1/2036 5,520.83 8/1/2006
63432785 Primary SFR 360 355 70.73 6.5 5/1/2006 9/1/2006 4/1/2036 2,749.50 8/1/2006
63477251 Primary SFR 360 355 69.71 6.5 5/1/2006 9/1/2006 4/1/2036 8,216.88 8/1/2006
63515225 Primary SFR 360 356 79.91 6.5 6/1/2006 9/1/2006 5/1/2036 2,843.75 8/1/2006
63562078 Primary SFR 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 3,554.75 9/1/2006
63657092 Primary SFR 360 355 76.92 6.625 5/1/2006 9/1/2006 4/1/2036 5,520.83 8/1/2006
63739486 Primary SFR 360 355 64.57 6.5 5/1/2006 9/1/2006 4/1/2036 4,441.67 8/1/2006
63774244 Primary SFR 360 355 46.3 6.5 5/1/2006 9/1/2006 4/1/2036 3,160.34 8/1/2006
63853386 Primary SFR 360 356 64.29 6.625 6/1/2006 10/1/2006 5/1/2036 2,732.81 9/1/2006
63942981 Primary SFR 360 355 52.83 6.625 5/1/2006 9/1/2006 4/1/2036 2,689.31 8/1/2006
63960587 Primary Condo 360 355 67.25 6.625 5/1/2006 11/1/2006 4/1/2036 6,403.11 10/1/2006
64115868 Primary SFR 360 355 79.87 6.625 5/1/2006 10/1/2006 4/1/2036 1,826.15 9/1/2006
64146657 Secondary Condo 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 2,907.51 8/1/2006
64153984 Secondary Condo 360 355 80 6.625 5/1/2006 11/1/2006 4/1/2036 2,960.80 10/1/2006
64164932 Primary SFR 360 356 68.75 6.5 6/1/2006 10/1/2006 5/1/2036 2,780.47 9/1/2006
64249881 Primary SFR 360 355 75 6.625 5/1/2006 9/1/2006 4/1/2036 4,802.33 8/1/2006
64302052 Primary Condo 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 773.65 9/1/2006
148492994 Primary SFR 360 352 62.5 6.5 2/1/2006 9/1/2006 1/1/2036 10,833.33 8/1/2006
148572431 Primary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 3,872.29 9/1/2006
148740822 Primary SFR 360 352 75.38 6.5 2/1/2006 9/1/2006 1/1/2036 3,097.13 8/1/2006
149857385 Primary SFR 360 354 75.21 6.5 4/1/2006 9/1/2006 3/1/2036 2,781.10 8/1/2006
149942831 Primary Condo 360 354 80 6.625 4/1/2006 9/1/2006 3/1/2036 1,457.06 8/1/2006
150060838 Primary SFR 360 355 71.43 6.625 5/1/2006 9/1/2006 4/1/2036 3,841.87 8/1/2006
150082519 Primary Cooperative 360 355 78.8 6.5 5/1/2006 9/1/2006 4/1/2036 732.17 8/1/2006
150294593 Primary SFR 360 356 61.31 6.5 6/1/2006 9/1/2006 5/1/2036 3,255.16 8/1/2006
150300077 Primary SFR 360 354 68.57 6.5 4/1/2006 9/1/2006 3/1/2036 4,550.00 8/1/2006
150341212 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,433.40 8/1/2006
150372217 Primary Condo 360 355 80 6.625 5/1/2006 10/1/2006 4/1/2036 3,201.56 9/1/2006
150490936 Secondary SFR 360 355 50.41 6.625 5/1/2006 9/1/2006 4/1/2036 3,534.52 8/1/2006
150518074 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 2,893.01 8/1/2006
150525475 Primary Condo 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 3,047.89 8/1/2006
150528545 Primary SFR 360 354 73.57 6.625 4/1/2006 9/1/2006 3/1/2036 9,444.59 8/1/2006
150578854 Primary SFR 360 355 77.98 6.5 5/1/2006 9/1/2006 4/1/2036 3,179.31 8/1/2006
150593218 Primary SFR 360 355 54.11 6.625 5/1/2006 10/1/2006 4/1/2036 3,291.20 9/1/2006
150597326 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,235.69 8/1/2006
150612794 Primary SFR 360 354 71.45 6.625 4/1/2006 10/1/2006 3/1/2036 3,957.13 9/1/2006
150616837 Primary Condo 360 354 80 6.5 4/1/2006 9/1/2006 3/1/2036 3,077.04 8/1/2006
150629459 Primary SFR 360 355 76.92 6.5 5/1/2006 9/1/2006 4/1/2036 9,481.03 8/1/2006
150630283 Primary SFR 360 355 68.75 6.5 5/1/2006 9/1/2006 4/1/2036 5,214.57 8/1/2006
150649903 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,286.76 8/1/2006
150703098 Primary SFR 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 2,542.31 8/1/2006
150707586 Primary SFR 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 2,750.78 8/1/2006
150726909 Primary SFR 360 355 75 6.5 5/1/2006 10/1/2006 4/1/2036 2,939.12 9/1/2006
150731875 Primary SFR 360 355 75 6.5 5/1/2006 9/1/2006 4/1/2036 2,844.31 8/1/2006
150752343 Primary Condo 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,018.76 8/1/2006
150766731 Primary SFR 360 355 75 6.5 5/1/2006 9/1/2006 4/1/2036 3,247.25 8/1/2006
150777092 Primary SFR 360 355 70.47 6.5 5/1/2006 9/1/2006 4/1/2036 3,229.06 8/1/2006
150782084 Secondary SFR 360 355 75 6.5 5/1/2006 12/1/2006 4/1/2036 3,958.33 11/1/2006
150816742 Primary SFR 360 355 65.79 6.5 5/1/2006 9/1/2006 4/1/2036 3,950.43 8/1/2006
150817872 Primary SFR 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 3,232.29 8/1/2006
150832608 Primary Condo 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 2,872.12 9/1/2006
150880326 Primary SFR 360 355 100 6.625 5/1/2006 9/1/2006 4/1/2036 595.49 8/1/2006
150895027 Primary SFR 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 2,945.44 8/1/2006
150900348 Primary SFR 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 3,124.72 8/1/2006
150908077 Primary SFR 360 355 58.07 6.5 5/1/2006 9/1/2006 4/1/2036 3,002.33 8/1/2006
150911428 Primary SFR 360 355 71.43 6.625 5/1/2006 9/1/2006 4/1/2036 3,681.79 8/1/2006
150930873 Primary SFR 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 3,114.84 9/1/2006
150938587 Primary SFR 360 355 66 6.625 5/1/2006 10/1/2006 4/1/2036 4,554.69 9/1/2006
150965317 Primary SFR 360 355 70 6.5 5/1/2006 9/1/2006 4/1/2036 5,309.38 8/1/2006
151004397 Primary SFR 360 355 49.33 6.625 5/1/2006 9/1/2006 4/1/2036 4,738.31 8/1/2006
151006905 Primary SFR 360 355 45.46 6.5 5/1/2006 9/1/2006 4/1/2036 3,160.79 8/1/2006
151010519 Primary SFR 360 355 59.57 6.5 5/1/2006 9/1/2006 4/1/2036 4,424.48 8/1/2006
151025913 Primary SFR 360 355 74.07 6.5 5/1/2006 9/1/2006 4/1/2036 3,160.35 8/1/2006
151048105 Primary SFR 360 355 70 6.5 5/1/2006 10/1/2006 4/1/2036 3,760.81 9/1/2006
151055514 Primary SFR 360 355 70.42 6.625 5/1/2006 9/1/2006 4/1/2036 3,201.56 8/1/2006
151070885 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,160.35 8/1/2006
151092426 Primary Condo 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,028.88 8/1/2006
151108388 Primary SFR 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 3,359.63 9/1/2006
151122603 Primary SFR 360 356 79.94 6.5 6/1/2006 10/1/2006 5/1/2036 2,875.98 9/1/2006
151123494 Primary SFR 360 355 68.15 6.5 5/1/2006 9/1/2006 4/1/2036 2,734.33 8/1/2006
151129046 Primary SFR 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 3,423.29 9/1/2006
151139177 Primary Condo 360 355 77.5 6.625 5/1/2006 9/1/2006 4/1/2036 3,969.93 8/1/2006
151157344 Primary SFR 360 355 58.82 6.5 5/1/2006 9/1/2006 4/1/2036 2,844.31 8/1/2006
151166386 Secondary SFR 360 355 34.48 6.5 5/1/2006 9/1/2006 4/1/2036 6,320.69 8/1/2006
151171923 Primary SFR 360 355 71.32 6.5 5/1/2006 9/1/2006 4/1/2036 2,907.52 8/1/2006
151185451 Primary SFR 360 356 75 6.5 6/1/2006 11/1/2006 5/1/2036 2,620.31 10/1/2006
151188125 Primary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 3,413.17 9/1/2006
151202702 Primary SFR 360 355 71.33 6.5 5/1/2006 9/1/2006 4/1/2036 3,191.95 8/1/2006
151202801 Primary SFR 360 355 53.42 6.5 5/1/2006 9/1/2006 4/1/2036 3,714.04 8/1/2006
151203296 Primary SFR 360 355 75 6.5 5/1/2006 9/1/2006 4/1/2036 3,247.25 8/1/2006
151207552 Primary SFR 360 356 70 6.5 6/1/2006 10/1/2006 5/1/2036 2,663.54 9/1/2006
151217031 Primary SFR 360 355 78.57 6.625 5/1/2006 10/1/2006 4/1/2036 3,521.72 9/1/2006
151219102 Primary SFR 360 355 56.18 6.5 5/1/2006 9/1/2006 4/1/2036 3,160.35 8/1/2006
151220761 Primary SFR 360 356 65 6.625 6/1/2006 9/1/2006 5/1/2036 7,782.98 8/1/2006
151221504 Primary SFR 360 356 75 6.5 6/1/2006 9/1/2006 5/1/2036 2,762.50 8/1/2006
151239803 Primary SFR 360 354 80 6.5 4/1/2006 9/1/2006 3/1/2036 2,946.67 8/1/2006
151244787 Primary SFR 360 356 74.12 6.5 6/1/2006 9/1/2006 5/1/2036 3,232.40 8/1/2006
151266418 Primary Condo 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 2,491.67 8/1/2006
151270097 Primary SFR 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 4,046.77 8/1/2006
151279197 Primary Condo 360 356 73.53 6.5 6/1/2006 9/1/2006 5/1/2036 3,160.35 8/1/2006
151283504 Primary Condo 360 355 80 6.625 5/1/2006 10/1/2006 4/1/2036 2,597.93 9/1/2006
151285004 Primary SFR 360 356 71.07 6.5 6/1/2006 10/1/2006 5/1/2036 3,054.47 9/1/2006
151287265 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,438.46 8/1/2006
151293073 Primary SFR 360 355 80 6.625 5/1/2006 10/1/2006 4/1/2036 2,714.68 9/1/2006
151314028 Primary SFR 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 3,636.97 8/1/2006
151320447 Primary SFR 360 355 77.5 6.5 5/1/2006 9/1/2006 4/1/2036 2,939.12 8/1/2006
151330834 Primary SFR 360 356 67.42 6.5 6/1/2006 9/1/2006 5/1/2036 8,125.00 8/1/2006
151352903 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 2,827.28 8/1/2006
151366291 Primary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 4,652.03 9/1/2006
151370764 Primary SFR 360 355 66.15 6.5 5/1/2006 9/1/2006 4/1/2036 2,329.17 8/1/2006
151382868 Primary SFR 360 355 75 6.5 5/1/2006 9/1/2006 4/1/2036 3,223.55 8/1/2006
151394145 Primary SFR 360 355 65 6.5 5/1/2006 9/1/2006 4/1/2036 4,930.14 8/1/2006
151463817 Primary SFR 360 354 74.38 6.5 4/1/2006 9/1/2006 3/1/2036 2,578.33 8/1/2006
151484821 Primary SFR 360 355 80 6.5 5/1/2006 11/1/2006 4/1/2036 4,045.24 10/1/2006
151492022 Primary SFR 360 356 77.78 6.5 6/1/2006 9/1/2006 5/1/2036 3,097.14 8/1/2006
151492394 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 2,907.52 8/1/2006
151493244 Secondary Condo 360 355 66.67 6.5 5/1/2006 9/1/2006 4/1/2036 3,476.38 8/1/2006
151501046 Primary SFR 360 355 46.83 6.625 5/1/2006 9/1/2006 4/1/2036 2,646.83 8/1/2006
151530177 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 4,040.18 8/1/2006
151584273 Primary SFR 360 356 75 6.5 6/1/2006 9/1/2006 5/1/2036 3,432.81 8/1/2006
151687894 Primary SFR 360 355 67.16 6.5 5/1/2006 9/1/2006 4/1/2036 2,844.31 8/1/2006
151767951 Primary SFR 360 356 73.23 6.5 6/1/2006 10/1/2006 5/1/2036 2,962.92 9/1/2006
LOANID OBAL COBAL PURPOSE DOC SERVICER OAPPVAL ODATE PPEN NGROUP
1076060760 464,000.00 451,793.14 R/T Refi Full Documentation Chase 580,000.00 5/21/2004 N 1
1063070604 696,000.00 692,819.74 Purchase Full Documentation Chase 870,000.00 3/29/2006 N 1
1063073090 565,000.00 562,418.32 C/O Refi Simply Signature Chase 948,000.00 3/21/2006 N 1
1075064008 419,377.00 417,884.66 Purchase Full Documentation Chase 515,000.00 4/7/2006 N 1
1079072245 650,000.00 647,630.36 Purchase Full Documentation Chase 830,000.00 4/13/2006 N 1
1120454140 555,000.00 552,363.87 C/O Refi Simply Signature Chase 714,000.00 3/27/2006 N 1
1136440520 600,000.00 597,258.41 C/O Refi Full Documentation Chase 940,000.00 3/2/2006 N 1
1136443256 831,000.00 828,042.94 Purchase Full Documentation Chase 1,120,000.00 4/5/2006 N 1
1136460131 637,000.00 634,158.76 R/T Refi Full Documentation Chase 1,050,000.00 3/21/2006 N 1
1136471070 465,000.00 463,304.80 C/O Refi Simply Signature Chase 750,000.00 4/5/2006 N 1
1169086744 475,000.00 472,259.46 C/O Refi Simply Signature Chase 1,100,000.00 4/3/2006 N 1
1171285357 444,472.00 442,441.05 Purchase Full Documentation Chase 590,000.00 3/31/2006 N 1
1190350864 440,000.00 438,395.95 Purchase Simply Signature Chase 552,000.00 4/11/2006 N 1
1200107394 564,458.00 562,365.02 C/O Refi Full Documentation Chase 800,000.00 4/7/2006 N 1
1212106005 682,500.00 680,011.93 Purchase Full Documentation Chase 975,000.00 4/7/2006 N 1
1227081892 550,000.00 547,486.91 R/T Refi Simply Signature Chase 1,000,000.00 3/27/2006 N 1
1227081983 572,000.00 572,000.00 Purchase Simply Signature Chase 715,000.00 3/29/2006 N 1
1230210406 461,600.00 459,823.71 Purchase Simply Signature Chase 577,000.00 4/6/2006 N 1
1231134096 536,000.00 533,550.88 C/O Refi Simply Signature Chase 670,000.00 3/24/2006 N 1
1234108503 599,200.00 599,200.00 Purchase Full Documentation Chase 749,000.00 3/20/2006 N 1
1236190345 650,000.00 647,630.40 C/O Refi Simply Signature Chase 1,180,000.00 4/5/2006 N 1
1263148465 528,250.00 525,893.83 Purchase Simply Signature Chase 879,000.00 3/21/2006 N 1
1263150434 468,000.00 466,293.88 Purchase Simply Signature Chase 720,000.00 4/3/2006 N 1
1264060461 517,000.00 515,115.27 C/O Refi Simply Signature Chase 915,000.00 4/6/2006 N 1
1265075690 900,000.00 896,707.51 C/O Refi Simply Signature Chase 1,625,000.00 4/7/2006 N 1
1280010293 650,000.00 649,891.51 Purchase Simply Signature Chase 908,000.00 4/3/2006 N 1
1303150198 510,000.00 507,669.64 C/O Refi Simply Signature Chase 745,000.00 3/27/2006 N 1
1311599601 496,854.00 488,909.31 C/O Refi Full Documentation Chase 690,000.00 3/29/2006 N 1
1319142348 600,000.00 597,812.67 Purchase Simply Signature Chase 875,000.00 4/12/2006 N 1
1323066287 650,000.00 650,000.00 Purchase Simply Signature Chase 927,000.00 3/30/2006 N 1
1323068012 650,000.00 647,630.40 Purchase Simply Signature Chase 820,000.00 4/5/2006 N 1
1367114398 544,000.00 538,006.85 Purchase Simply Signature Chase 680,000.00 4/11/2006 N 1
1369135140 532,000.00 529,569.14 C/O Refi Full Documentation Chase 890,000.00 3/24/2006 N 1
1410059178 640,000.00 637,075.62 C/O Refi Simply Signature Chase 806,000.00 3/22/2006 N 1
1412437254 464,000.00 462,308.45 C/O Refi Simply Signature Chase 590,000.00 4/5/2006 N 1
1412443042 559,000.00 556,962.15 Purchase Full Documentation Chase 700,000.00 4/6/2006 N 1
1461409947 548,000.00 544,372.00 C/O Refi Full Documentation Chase 685,000.00 3/24/2006 N 1
1539777186 460,000.00 457,948.18 Purchase Full Documentation Chase 710,000.00 3/27/2006 N 1
1539788160 592,000.00 589,359.41 C/O Refi Simply Signature Chase 740,000.00 3/31/2006 N 1
1539790130 463,200.00 461,551.69 Purchase Simply Signature Chase 580,000.00 4/11/2006 N 1
1539797183 712,500.00 709,244.36 C/O Refi Simply Signature Chase 950,000.00 3/29/2006 N 1
1539800175 536,000.00 534,092.67 Purchase Full Documentation Chase 690,000.00 4/12/2006 N 1
1574401010 520,000.00 517,140.68 R/T Refi Full Documentation Chase 650,000.00 2/9/2006 N 1
1574409930 571,050.00 567,907.15 Purchase Full Documentation Chase 720,000.00 2/24/2006 N 1
1574421823 504,000.00 501,697.04 Purchase Full Documentation Chase 760,000.00 3/31/2006 N 1
1574426893 484,000.00 484,000.00 Purchase Full Documentation Chase 610,000.00 4/13/2006 N 1
1574428844 598,000.00 595,872.06 Purchase Simply Signature Chase 750,000.00 4/12/2006 N 1
1574430358 528,000.00 526,121.11 Purchase Simply Signature Chase 685,000.00 4/3/2006 N 1
1574430370 575,900.00 573,126.10 Purchase Full Documentation Chase 719,900.00 4/7/2006 N 1
1574435850 484,000.00 482,277.70 C/O Refi Simply Signature Chase 605,000.00 4/10/2006 N 1
1596749295 760,000.00 756,527.32 C/O Refi Full Documentation Chase 950,000.00 3/24/2006 N 1
1596753601 521,000.00 519,079.65 R/T Refi Simply Signature Chase 855,000.00 4/4/2006 N 1
1596753612 800,000.00 796,428.11 C/O Refi Full Documentation Chase 1,000,000.00 3/21/2006 N 1
1596756155 546,000.00 542,495.96 C/O Refi Full Documentation Chase 850,000.00 3/27/2006 N 1
1596759561 656,600.00 653,599.80 Purchase Simply Signature Chase 938,000.00 3/10/2006 N 1
1596763977 520,000.00 514,461.74 Purchase Simply Signature Chase 872,000.00 3/23/2006 N 1
1596764029 470,000.00 467,903.59 Purchase Simply Signature Chase 627,750.00 3/28/2006 N 1
1596765713 580,000.00 577,936.08 C/O Refi Full Documentation Chase 725,000.00 4/7/2006 N 1
1596767038 612,000.00 609,572.12 C/O Refi Simply Signature Chase 765,000.00 4/6/2006 N 1
1596768325 521,200.00 518,875.21 Purchase Simply Signature Chase 651,550.00 3/24/2006 N 1
1596768722 456,000.00 456,000.00 Purchase Simply Signature Chase 582,000.00 4/6/2006 N 1
1596769394 625,000.00 620,705.22 Purchase Simply Signature Chase 1,125,000.00 4/5/2006 N 1
1609170819 444,000.00 440,818.67 Purchase Simply Signature Chase 558,000.00 3/30/2006 N 1
1629110718 879,000.00 875,795.57 Purchase Full Documentation Chase 1,250,000.00 4/12/2006 N 1
1633129083 431,010.00 427,017.22 R/T Refi Simply Signature Chase 540,000.00 10/11/2005 N 1
1676075543 500,000.00 498,220.80 R/T Refi Simply Signature Chase 780,000.00 4/4/2006 N 1
1705045781 584,000.00 581,870.99 Purchase Full Documentation Chase 730,000.00 4/6/2006 N 1
1705049534 572,000.00 569,914.74 Purchase Simply Signature Chase 775,000.00 4/6/2006 N 1
1706028540 430,000.00 427,692.06 Purchase No Income Verification Chase 775,000.00 2/16/2006 N 1
1706032956 523,200.00 521,292.65 Purchase Simply Signature Chase 655,000.00 4/4/2006 N 1
1706043806 470,000.00 467,903.64 C/O Refi Full Documentation Chase 985,000.00 3/27/2006 N 1
1706043930 440,000.00 437,178.62 C/O Refi Simply Signature Chase 900,000.00 3/27/2006 N 1
1710025218 596,000.00 593,578.21 Purchase Full Documentation Chase 760,000.00 4/12/2006 N 1
1730090584 525,000.00 523,393.00 R/T Refi Simply Signature Chase 1,400,000.00 3/24/2006 N 1
1742268479 486,900.00 486,900.00 Purchase Full Documentation Chase 609,000.00 3/31/2006 N 1
1742278665 900,000.00 895,887.59 C/O Refi Full Documentation Chase 1,200,000.00 3/17/2006 N 1
1742290445 440,000.00 438,037.43 C/O Refi Full Documentation Chase 550,000.00 3/27/2006 N 1
1742297149 472,000.00 469,838.05 Purchase Full Documentation Chase 650,000.00 3/23/2006 N 1
1742299596 468,000.00 465,456.42 Purchase Full Documentation Chase 590,000.00 3/30/2006 N 1
1742300593 500,000.00 497,715.29 C/O Refi Full Documentation Chase 985,000.00 3/27/2006 N 1
1742314430 693,750.00 691,101.63 C/O Refi Full Documentation Chase 925,000.00 4/6/2006 N 1
1751363084 655,000.00 651,484.44 C/O Refi Full Documentation Chase 920,000.00 2/23/2006 N 1
1752074720 470,000.00 468,168.51 C/O Refi Simply Signature Chase 721,000.00 4/10/2006 N 1
1752074796 588,000.00 585,313.26 Purchase Simply Signature Chase 735,000.00 3/31/2006 N 1
1756031605 480,000.00 478,250.13 Purchase Simply Signature Chase 600,000.00 4/6/2006 N 1
1756034115 430,000.00 428,469.86 C/O Refi Simply Signature Chase 615,000.00 4/7/2006 N 1
1760365998 575,000.00 570,862.22 C/O Refi Full Documentation Chase 767,000.00 12/14/2005 N 1
1760389227 539,000.00 537,035.03 Purchase Simply Signature Chase 775,000.00 4/4/2006 N 1
1760389522 500,000.00 495,940.88 Purchase No Income Verification Chase 1,400,000.00 11/30/2005 N 1
1760401606 592,000.00 589,359.41 Purchase Full Documentation Chase 785,000.00 3/27/2006 N 1
1760410050 449,700.00 447,227.51 Purchase Full Documentation Chase 583,000.00 2/2/2006 N 1
1760413999 725,000.00 721,013.85 Purchase No Income Verification Chase 1,140,000.00 3/1/2006 N 1
1760417140 535,000.00 531,558.91 R/T Refi Full Documentation Chase 850,000.00 1/12/2006 N 1
1760422377 1,100,000.00 1,092,924.94 Purchase Full Documentation Chase 1,650,000.00 1/12/2006 N 1
1760423256 470,000.00 467,477.34 Purchase Full Documentation Chase 627,000.00 2/8/2006 N 1
1760435299 540,000.00 540,000.00 Purchase Simply Signature Chase 685,000.00 4/6/2006 N 1
1760439314 480,000.00 477,806.72 Purchase Full Documentation Chase 600,000.00 3/30/2006 N 1
1760442330 636,000.00 633,736.82 Purchase Simply Signature Chase 795,000.00 4/7/2006 N 1
1760443606 650,000.00 647,029.91 Purchase Full Documentation Chase 830,000.00 3/27/2006 N 1
1760443661 650,000.00 647,029.91 Purchase Full Documentation Chase 950,000.00 3/17/2006 N 1
1760446659 595,050.00 592,880.68 Purchase Simply Signature Chase 745,000.00 4/11/2006 N 1
1760446750 576,000.00 573,900.13 R/T Refi Simply Signature Chase 720,000.00 4/10/2006 N 1
1760447549 663,750.00 649,590.40 Purchase Simply Signature Chase 885,000.00 3/30/2006 N 1
1760449158 527,000.00 525,078.79 Purchase Simply Signature Chase 670,000.00 4/7/2006 N 1
1760450292 637,500.00 634,587.04 C/O Refi Full Documentation Chase 850,000.00 3/20/2006 N 1
1760452673 468,800.00 467,090.95 Purchase Full Documentation Chase 600,000.00 4/13/2006 N 1
1760461620 560,000.00 557,958.45 Purchase Simply Signature Chase 710,000.00 4/11/2006 N 1
1760463658 600,000.00 597,812.67 R/T Refi Full Documentation Chase 775,000.00 4/3/2006 N 1
1760470314 590,000.00 587,849.09 C/O Refi Simply Signature Chase 825,000.00 4/10/2006 N 1
1761530580 675,000.00 670,385.71 R/T Refi Full Documentation Chase 920,000.00 3/23/2006 N 1
1781249780 516,000.00 415,900.00 Purchase Simply Signature Chase 645,000.00 3/31/2006 N 1
1813278528 548,000.00 546,002.25 Purchase Simply Signature Chase 685,000.00 4/13/2006 N 1
1817452922 724,000.00 724,000.00 Purchase Full Documentation Chase 960,000.00 3/30/2006 N 1
1820235740 500,000.00 498,177.22 C/O Refi Simply Signature Chase 950,000.00 4/5/2006 N 1
1821289938 460,000.00 458,363.11 C/O Refi Simply Signature Chase 575,000.00 4/7/2006 N 1
1826378853 560,000.00 555,560.93 C/O Refi Full Documentation Chase 900,000.00 3/20/2006 N 1
1826410821 645,500.00 643,146.80 C/O Refi Simply Signature Chase 945,000.00 3/30/2006 N 1
1826412907 500,000.00 496,974.33 C/O Refi Simply Signature Chase 732,000.00 4/5/2006 N 1
1835127504 531,800.00 529,861.29 R/T Refi Full Documentation Chase 1,200,000.00 4/11/2006 N 1
1837019794 519,580.00 517,262.47 Purchase Simply Signature Chase 650,000.00 3/30/2006 N 1
1844412512 492,000.00 485,725.42 R/T Refi Full Documentation Chase 615,000.00 1/5/2006 N 1
1844432123 468,000.00 465,616.95 Purchase Simply Signature Chase 585,000.00 3/31/2006 N 1
1844443571 576,000.00 573,368.04 Purchase Full Documentation Chase 720,000.00 3/28/2006 N 1
1844467059 583,900.00 581,295.56 Purchase Full Documentation Chase 729,900.00 3/17/2006 N 1
1845575352 592,500.00 589,857.25 C/O Refi Full Documentation Chase 750,000.00 3/24/2006 N 1
1846399947 512,000.00 509,660.51 Purchase Full Documentation Chase 645,000.00 3/10/2006 N 1
1846415023 750,000.00 746,573.03 Purchase Simply Signature Chase 1,000,000.00 3/23/2006 N 1
1846423032 596,000.00 593,341.59 R/T Refi Simply Signature Chase 750,000.00 3/22/2006 N 1
1846424090 460,000.00 455,495.90 Purchase Simply Signature Chase 575,000.00 3/17/2006 N 1
202981064 640,000.00 637,075.62 Purchase FAD(Full or Alt or AUS) SunTrust 800,000.00 3/30/2006 N 1
203299714 484,800.00 482,637.61 C/O Refi PS(1 paystub & verbal VOE) SunTrust 900,000.00 3/31/2006 N 1
144748845 508,900.00 507,044.76 C/O Refi FAD(Full or Alt or AUS) SunTrust 727,000.00 4/6/2006 N 1
203283874 567,000.00 564,470.93 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,499,000.00 3/29/2006 N 1
203139670 524,800.00 521,983.27 R/T Refi FAD(Full or Alt or AUS) SunTrust 800,000.00 2/23/2006 N 1
35062777 560,000.00 557,318.93 C/O Refi FAD(Full or Alt or AUS) SunTrust 900,000.00 3/31/2006 N 1
144579612 575,000.00 572,372.61 R/T Refi FAD(Full or Alt or AUS) SunTrust 832,000.00 3/22/2006 N 1
144607710 1,000,000.00 1,000,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 1,625,000.00 3/17/2006 N 1
203224548 519,000.00 515,131.79 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,100,000.00 3/29/2006 N 1
203273701 868,000.00 864,033.81 Purchase FAD(Full or Alt or AUS) SunTrust 1,150,000.00 3/30/2006 N 1
203127410 528,900.00 517,407.71 R/T Refi FAD(Full or Alt or AUS) SunTrust 863,000.00 3/31/2006 N 1
134426444 450,000.00 447,208.06 Purchase FAD(Full or Alt or AUS) SunTrust 825,000.00 2/28/2006 N 1
203094503 544,000.00 544,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 682,000.00 3/15/2006 N 1
144380383 645,000.00 641,958.88 R/T Refi FAD(Full or Alt or AUS) SunTrust 900,000.00 3/22/2006 N 1
203254339 443,000.00 442,885.89 C/O Refi FAD(Full or Alt or AUS) SunTrust 560,000.00 4/5/2006 N 1
203185269 600,000.00 591,520.85 R/T Refi FAD(Full or Alt or AUS) SunTrust 750,000.00 3/27/2006 N 1
203266051 480,000.00 477,806.72 C/O Refi FAD(Full or Alt or AUS) SunTrust 850,000.00 3/22/2006 N 1
144716305 500,000.00 498,220.76 Purchase FAD(Full or Alt or AUS) SunTrust 660,000.00 4/10/2006 N 1
144643020 600,000.00 599,999.04 C/O Refi FAD(Full or Alt or AUS) SunTrust 750,000.00 3/27/2006 N 1
203073614 608,000.00 605,221.88 Purchase FAD(Full or Alt or AUS) SunTrust 760,000.00 3/27/2006 N 1
144746088 547,000.00 547,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 740,000.00 3/21/2006 N 1
203241922 675,000.00 675,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 900,000.00 3/29/2006 N 1
144775848 570,200.00 570,200.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 789,000.00 3/31/2006 N 1
203161823 565,600.00 565,600.00 Purchase FAD(Full or Alt or AUS) SunTrust 707,000.00 3/8/2006 N 1
203211115 501,000.00 498,710.74 C/O Refi FAD(Full or Alt or AUS) SunTrust 805,000.00 3/27/2006 N 1
203049374 427,000.00 426,858.99 C/O Refi FAD(Full or Alt or AUS) SunTrust 875,000.00 3/13/2006 N 1
203229075 720,000.00 716,710.10 Purchase FAD(Full or Alt or AUS) SunTrust 920,000.00 3/15/2006 N 1
144118031 760,000.00 760,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 1,000,000.00 3/30/2006 N 1
144670098 475,900.00 475,900.00 Purchase FAD(Full or Alt or AUS) SunTrust 595,000.00 3/2/2006 N 1
144736774 500,000.00 497,554.57 C/O Refi FAD(Full or Alt or AUS) SunTrust 680,000.00 3/21/2006 N 1
144378429 650,000.00 650,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 998,000.00 4/5/2006 N 1
203147749 750,000.00 745,397.84 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,185,000.00 3/1/2006 N 1
144381381 697,600.00 697,600.00 Purchase FAD(Full or Alt or AUS) SunTrust 872,000.00 3/30/2006 N 1
144632767 573,000.00 569,549.24 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,180,000.00 4/4/2006 N 1
35668714 763,000.00 758,413.06 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,900,000.00 3/28/2006 N 1
33485996 1,000,000.00 995,441.55 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,600,000.00 4/10/2006 N 1
144420585 536,000.00 535,708.42 R/T Refi FAD(Full or Alt or AUS) SunTrust 875,000.00 3/28/2006 N 1
203350988 765,425.00 762,634.60 Purchase FAD(Full or Alt or AUS) SunTrust 970,000.00 4/6/2006 N 1
203003660 735,000.00 735,000.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,050,000.00 3/3/2006 N 1
203231675 536,000.00 536,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 670,000.00 3/30/2006 N 1
203223763 480,200.00 479,700.00 Purchase FAD(Full or Alt or AUS) SunTrust 697,000.00 3/27/2006 N 1
144373313 574,400.00 574,300.00 Purchase FAD(Full or Alt or AUS) SunTrust 718,000.00 3/29/2006 N 1
144712759 430,000.00 428,082.03 C/O Refi FAD(Full or Alt or AUS) SunTrust 545,000.00 3/24/2006 N 1
203117460 520,000.00 519,999.23 C/O Refi FAD(Full or Alt or AUS) SunTrust 940,000.00 3/2/2006 N 1
203234521 500,000.00 497,715.35 Purchase FAD(Full or Alt or AUS) SunTrust 1,060,000.00 3/8/2006 N 1
203123930 422,000.00 420,117.74 C/O Refi FAD(Full or Alt or AUS) SunTrust 580,000.00 3/3/2006 N 1
203258785 973,700.00 970,167.89 Purchase FAD(Full or Alt or AUS) SunTrust 1,400,000.00 3/29/2006 N 1
203269220 420,800.00 420,800.00 Purchase FAD(Full or Alt or AUS) SunTrust 535,000.00 3/23/2006 N 1
203264049 536,000.00 533,550.83 Purchase FAD(Full or Alt or AUS) SunTrust 670,000.00 3/31/2006 N 1
203144027 744,000.00 743,996.23 Purchase FAD(Full or Alt or AUS) SunTrust 930,000.00 3/30/2006 N 1
144746401 800,000.00 800,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,070,000.00 3/28/2006 N 1
203293113 936,000.00 936,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 1,172,000.00 4/6/2006 N 1
144371135 640,000.00 640,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 800,000.00 3/7/2006 N 1
203137906 675,900.00 675,899.98 R/T Refi FAD(Full or Alt or AUS) SunTrust 855,000.00 3/27/2006 N 1
144711702 483,750.00 480,785.42 C/O Refi FAD(Full or Alt or AUS) SunTrust 645,000.00 3/27/2006 N 1
144774254 528,500.00 528,500.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 880,000.00 4/4/2006 N 1
203249008 650,000.00 553,895.28 Purchase FAD(Full or Alt or AUS) SunTrust 900,000.00 4/11/2006 N 1
203238134 484,000.00 481,632.16 Purchase FAD(Full or Alt or AUS) SunTrust 605,000.00 3/30/2006 N 1
203243878 470,000.00 467,852.42 Purchase FAD(Full or Alt or AUS) SunTrust 641,000.00 4/4/2006 N 1
32434045 531,000.00 528,573.71 C/O Refi FAD(Full or Alt or AUS) SunTrust 841,000.00 3/28/2006 N 1
203268594 650,000.00 650,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,000,000.00 3/27/2006 N 1
36901296 481,000.00 481,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 770,000.00 3/24/2006 N 1
37494168 875,000.00 870,355.69 C/O Refi FAD(Full or Alt or AUS) SunTrust 2,500,000.00 3/31/2006 N 1
203091087 540,000.00 539,350.00 Purchase NIV SunTrust 1,050,000.00 3/17/2006 N 1
36484087 515,000.00 513,710.94 Purchase NIV SunTrust 900,000.00 3/6/2006 N 1
203305198 470,000.00 469,891.37 C/O Refi NIV SunTrust 752,000.00 3/23/2006 N 1
144736386 750,000.00 746,654.68 R/T Refi NIV SunTrust 1,500,000.00 3/22/2006 N 1
144935277 1,000,000.00 1,000,000.00 R/T Refi NIV SunTrust 3,750,000.00 4/6/2006 N 1
144668670 630,000.00 630,000.00 C/O Refi NIV SunTrust 840,000.00 2/28/2006 N 1
144639457 546,000.00 545,986.58 C/O Refi NIV SunTrust 780,000.00 3/10/2006 N 1
203378997 560,000.00 560,000.00 R/T Refi NIV SunTrust 1,290,000.00 3/24/2006 N 1
203241674 750,000.00 746,654.68 Purchase NIV SunTrust 1,395,000.00 3/20/2006 N 1
203145156 1,000,000.00 999,836.34 Purchase NIV SunTrust 1,320,000.00 3/22/2006 N 1
144380615 975,000.00 975,000.00 C/O Refi NIV SunTrust 1,500,000.00 3/28/2006 N 1
144746344 595,000.00 595,000.00 C/O Refi NIV SunTrust 900,000.00 3/27/2006 N 1
35979236 989,700.00 989,700.00 Purchase NIV SunTrust 1,330,000.00 3/24/2006 N 1
203206651 650,000.00 646,876.63 Purchase NIV SunTrust 990,000.00 3/31/2006 N 1
144294519 750,000.00 748,594.66 C/O Refi NIV SunTrust 1,150,000.00 1/3/2006 N 1
144745528 786,000.00 782,408.50 R/T Refi NIV SunTrust 1,200,000.00 3/31/2006 N 1
144554300 957,000.00 956,916.27 R/T Refi NIV SunTrust 1,850,000.00 3/8/2006 N 1
203123682 500,000.00 499,864.58 Purchase NIV SunTrust 720,000.00 3/9/2006 N 1
144671930 987,000.00 507,930.46 Purchase NIV SunTrust 1,410,000.00 3/28/2006 N 1
203167176 637,000.00 637,000.00 C/O Refi NIV SunTrust 910,000.00 3/8/2006 N 1
144607603 416,500.00 416,387.20 Purchase NIV SunTrust 735,000.00 3/3/2006 N 1
203221700 527,500.00 527,390.00 Purchase NIV SunTrust 705,000.00 3/10/2006 N 1
144749512 483,950.00 483,950.00 R/T Refi NIV SunTrust 650,000.00 3/20/2006 N 1
203061031 505,400.00 505,400.00 C/O Refi NIV SunTrust 722,000.00 2/28/2006 N 1
203201322 480,000.00 477,806.72 Purchase NIV SunTrust 685,000.00 3/17/2006 N 1
144099744 481,000.00 381,000.00 Purchase NIV SunTrust 620,000.00 2/28/2006 N 1
203142484 840,000.00 839,715.26 C/O Refi NIV SunTrust 1,200,000.00 3/17/2006 N 1
144860202 711,000.00 707,751.20 C/O Refi NIV SunTrust 1,075,000.00 3/28/2006 N 1
144936259 500,000.00 496,480.29 C/O Refi PS+(PS + W-2 or 1040) SunTrust 660,000.00 4/6/2006 N 1
203196324 457,100.00 455,011.34 Purchase PS+(PS + W-2 or 1040) SunTrust 622,000.00 3/28/2006 N 1
203198189 626,400.00 623,606.02 C/O Refi PS+(PS + W-2 or 1040) SunTrust 783,000.00 3/20/2006 N 1
144545670 1,270,000.00 1,264,335.34 C/O Refi NIV SunTrust 2,110,000.00 3/10/2006 N 1
144573102 1,150,000.00 1,144,745.27 R/T Refi NIV SunTrust 2,150,000.00 3/7/2006 N 1
144745577 480,000.00 480,000.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 700,000.00 3/15/2006 N 1
203128095 580,000.00 576,442.99 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,100,000.00 3/8/2006 N 1
203127600 450,000.00 448,803.87 Purchase FAD(Full or Alt or AUS) SunTrust 702,000.00 3/7/2006 N 1
31734759 767,000.00 767,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,350,000.00 3/6/2006 N 1
36254654 450,000.00 450,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 596,000.00 2/7/2006 N 1
144586971 525,000.00 525,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 750,000.00 3/10/2006 N 1
144737772 483,000.00 482,932.94 C/O Refi FAD(Full or Alt or AUS) SunTrust 810,000.00 3/16/2006 N 1
144612512 650,000.00 650,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 950,000.00 3/14/2006 N 1
144602224 576,000.00 576,000.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 725,000.00 3/8/2006 N 1
144608908 560,000.00 559,856.77 C/O Refi FAD(Full or Alt or AUS) SunTrust 750,000.00 3/8/2006 N 1
144607694 464,000.00 464,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 680,000.00 3/2/2006 N 1
203065693 672,000.00 672,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,055,000.00 3/6/2006 N 1
203114509 476,000.00 476,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 595,000.00 3/7/2006 N 1
203203088 1,400,000.00 1,400,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 2,175,000.00 3/15/2006 N 1
203198874 632,000.00 632,000.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 790,000.00 3/22/2006 N 1
144264165 670,000.00 670,000.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 840,000.00 3/2/2006 N 1
31612781 600,000.00 600,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 806,500.00 4/14/2006 N 1
34398206 880,000.00 874,979.96 Purchase FAD(Full or Alt or AUS) SunTrust 1,150,000.00 4/20/2006 N 1
34569731 541,000.00 541,000.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,000,000.00 4/17/2006 N 1
35230473 631,000.00 628,699.67 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,180,000.00 4/10/2006 N 1
35982412 750,000.00 749,924.80 Purchase FAD(Full or Alt or AUS) SunTrust 950,000.00 4/24/2006 N 1
36337772 459,000.00 459,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 606,000.00 2/28/2006 N 1
36615664 800,000.00 797,083.59 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,550,000.00 4/19/2006 N 1
36835189 1,000,000.00 1,000,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 1,380,000.00 4/13/2006 N 1
36857464 496,000.00 494,069.98 C/O Refi FAD(Full or Alt or AUS) SunTrust 620,000.00 4/24/2006 N 1
36915361 547,000.00 545,053.54 C/O Refi FAD(Full or Alt or AUS) SunTrust 950,000.00 4/21/2006 N 1
37105293 490,000.00 490,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 700,000.00 4/14/2006 N 1
143272755 415,200.00 412,763.90 Purchase FAD(Full or Alt or AUS) SunTrust 519,000.00 4/14/2006 N 1
143909257 499,400.00 497,579.41 Purchase FAD(Full or Alt or AUS) SunTrust 630,000.00 4/26/2006 N 1
143909331 606,500.00 602,932.75 R/T Refi FAD(Full or Alt or AUS) SunTrust 900,000.00 4/4/2006 N 1
144090727 1,000,000.00 999,729.17 Purchase FAD(Full or Alt or AUS) SunTrust 1,460,000.00 5/4/2006 N 1
144106150 559,000.00 556,961.38 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,100,000.00 4/17/2006 N 1
144111507 496,850.00 494,633.85 Purchase FAD(Full or Alt or AUS) SunTrust 630,000.00 3/23/2006 N 1
144116860 488,000.00 485,823.34 C/O Refi FAD(Full or Alt or AUS) SunTrust 610,000.00 3/27/2006 N 1
144393246 567,200.00 565,181.63 Purchase FAD(Full or Alt or AUS) SunTrust 715,000.00 4/20/2006 N 1
144554607 900,000.00 896,797.41 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,300,000.00 4/26/2006 N 1
144554631 552,900.00 551,363.03 Purchase PS(1 paystub & verbal VOE) SunTrust 749,900.00 4/24/2006 N 1
144635638 543,500.00 543,500.00 C/O Refi NIV SunTrust 760,000.00 4/17/2006 N 1
144636503 431,000.00 428,605.44 C/O Refi FAD(Full or Alt or AUS) SunTrust 570,000.00 3/31/2006 N 1
144672607 1,000,000.00 999,727.70 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,500,000.00 4/10/2006 N 1
144672623 645,000.00 641,593.79 Purchase NIV SunTrust 860,000.00 4/10/2006 N 1
144767118 566,700.00 564,336.51 R/T Refi NIV SunTrust 815,000.00 4/13/2006 N 1
144767597 580,000.00 577,885.57 Purchase FAD(Full or Alt or AUS) SunTrust 725,000.00 4/7/2006 N 1
144767951 515,000.00 513,167.37 C/O Refi FAD(Full or Alt or AUS) SunTrust 705,000.00 4/11/2006 N 1
144768041 431,250.00 429,613.72 C/O Refi NIV SunTrust 575,000.00 4/11/2006 N 1
144768181 820,000.00 319,327.92 Purchase NIV SunTrust 1,320,000.00 4/12/2006 N 1
144774189 554,500.00 552,478.54 R/T Refi NIV SunTrust 1,000,000.00 4/19/2006 N 1
144774338 500,000.00 497,569.06 C/O Refi FAD(Full or Alt or AUS) SunTrust 700,000.00 4/19/2006 N 1
144860905 525,200.00 523,220.28 R/T Refi FAD(Full or Alt or AUS) SunTrust 725,000.00 4/11/2006 N 1
144864337 427,000.00 425,443.32 C/O Refi FAD(Full or Alt or AUS) SunTrust 670,000.00 4/18/2006 N 1
144942380 644,000.00 641,652.26 C/O Refi FAD(Full or Alt or AUS) SunTrust 805,000.00 4/12/2006 N 1
144956034 770,000.00 770,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 1,150,000.00 4/27/2006 N 1
144958352 885,000.00 881,850.75 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,225,000.00 4/25/2006 N 1
144959020 637,500.00 635,231.46 C/O Refi NIV SunTrust 850,000.00 4/20/2006 N 1
144959657 968,000.00 865,679.26 Purchase FAD(Full or Alt or AUS) SunTrust 1,310,000.00 4/24/2006 N 1
144961794 676,200.00 673,793.75 Purchase FAD(Full or Alt or AUS) SunTrust 990,000.00 4/24/2006 N 1
144966009 478,400.00 476,655.95 Purchase FAD(Full or Alt or AUS) SunTrust 625,000.00 4/19/2006 N 1
144970159 620,000.00 617,793.77 C/O Refi FAD(Full or Alt or AUS) SunTrust 800,000.00 4/19/2006 N 1
202977922 606,000.00 603,230.96 Purchase PS+(PS + W-2 or 1040) SunTrust 759,000.00 3/24/2006 N 1
203060538 508,000.00 505,678.78 C/O Refi FAD(Full or Alt or AUS) SunTrust 635,000.00 3/23/2006 N 1
203074711 780,000.00 779,687.61 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,150,000.00 4/17/2006 N 1
203089537 580,000.00 577,413.01 Purchase FAD(Full or Alt or AUS) SunTrust 930,000.00 3/11/2006 N 1
203122049 999,900.00 996,254.83 Purchase FAD(Full or Alt or AUS) SunTrust 1,290,000.00 4/12/2006 N 1
203135975 500,000.00 500,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 775,000.00 4/11/2006 N 1
203137476 566,250.00 564,009.83 C/O Refi FAD(Full or Alt or AUS) SunTrust 755,000.00 4/15/2006 N 1
203157714 600,000.00 597,864.32 C/O Refi FAD(Full or Alt or AUS) SunTrust 750,000.00 4/21/2006 N 1
203169560 440,000.00 440,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 550,000.00 4/6/2006 N 1
203180872 500,000.00 497,674.82 C/O Refi FAD(Full or Alt or AUS) SunTrust 975,000.00 3/8/2006 N 1
203208087 467,000.00 464,835.80 Purchase FAD(Full or Alt or AUS) SunTrust 585,000.00 3/31/2006 N 1
203209515 650,000.00 650,000.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 950,000.00 4/10/2006 N 1
203216387 460,000.00 460,000.00 Purchase PS(1 paystub & verbal VOE) SunTrust 575,000.00 4/3/2006 N 1
203217435 1,000,000.00 1,000,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 1,280,000.00 3/31/2006 N 1
203231899 535,200.00 533,248.90 Purchase FAD(Full or Alt or AUS) SunTrust 678,000.00 4/28/2006 N 1
203233275 584,430.00 584,430.00 Purchase NIV SunTrust 834,900.00 5/1/2006 N 1
203244330 729,353.00 726,422.17 C/O Refi FAD(Full or Alt or AUS) SunTrust 975,000.00 4/7/2006 N 1
203245253 540,000.00 537,532.57 Purchase FAD(Full or Alt or AUS) SunTrust 675,000.00 3/23/2006 N 1
203247531 809,750.00 806,798.03 Purchase FAD(Full or Alt or AUS) SunTrust 1,040,000.00 4/4/2006 N 1
203247671 690,000.00 690,000.00 R/T Refi NIV SunTrust 1,200,000.00 4/3/2006 N 1
203251475 450,000.00 448,500.00 Purchase NIV SunTrust 1,350,000.00 4/1/2006 N 1
203255914 536,000.00 530,226.18 R/T Refi FAD(Full or Alt or AUS) SunTrust 810,500.00 4/13/2006 N 1
203261755 430,500.00 428,930.58 C/O Refi FAD(Full or Alt or AUS) SunTrust 650,000.00 4/12/2006 N 1
203264239 600,000.00 600,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,200,000.00 4/6/2006 N 1
203266424 476,800.00 474,673.32 Purchase FAD(Full or Alt or AUS) SunTrust 600,000.00 3/21/2006 N 1
203266655 630,000.00 627,758.18 Purchase FAD(Full or Alt or AUS) SunTrust 787,500.00 4/14/2006 N 1
203272414 472,000.00 470,320.40 R/T Refi FAD(Full or Alt or AUS) SunTrust 590,000.00 4/14/2006 N 1
203274907 641,000.00 637,713.48 C/O Refi NIV SunTrust 1,049,000.00 4/7/2006 N 1
203276050 705,000.00 705,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,140,000.00 4/10/2006 N 1
203279336 430,000.00 427,881.49 C/O Refi FAD(Full or Alt or AUS) SunTrust 585,000.00 3/27/2006 N 1
203284302 700,000.00 697,206.57 R/T Refi NIV SunTrust 1,400,000.00 4/4/2006 N 1
203284591 484,000.00 482,235.56 C/O Refi FAD(Full or Alt or AUS) SunTrust 830,000.00 4/10/2006 N 1
203291257 844,000.00 844,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 1,055,000.00 4/12/2006 N 1
203291885 488,000.00 488,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 610,000.00 3/27/2006 N 1
203296389 487,500.00 486,253.19 C/O Refi NIV SunTrust 875,000.00 4/5/2006 N 1
203299441 546,400.00 546,400.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 781,000.00 4/13/2006 N 1
203299862 470,800.00 468,700.08 R/T Refi FAD(Full or Alt or AUS) SunTrust 588,500.00 3/31/2006 N 1
203300066 650,000.00 647,630.36 C/O Refi FAD(Full or Alt or AUS) SunTrust 825,000.00 4/12/2006 N 1
203301353 800,000.00 797,083.59 Purchase FAD(Full or Alt or AUS) SunTrust 1,645,000.00 4/14/2006 N 1
203303250 904,000.00 904,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 1,375,000.00 4/19/2006 N 1
203303995 780,000.00 780,000.00 R/T Refi NIV SunTrust 2,300,000.00 4/17/2006 N 1
203305651 476,000.00 475,969.84 Purchase FAD(Full or Alt or AUS) SunTrust 600,000.00 4/25/2006 N 1
203307822 760,000.00 757,229.38 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,050,000.00 4/14/2006 N 1
203308507 529,200.00 527,270.75 C/O Refi FAD(Full or Alt or AUS) SunTrust 756,000.00 4/27/2006 N 1
203310362 453,000.00 451,327.06 R/T Refi FAD(Full or Alt or AUS) SunTrust 600,000.00 4/5/2006 N 1
203316658 432,000.00 430,001.74 C/O Refi FAD(Full or Alt or AUS) SunTrust 540,000.00 4/13/2006 N 1
203326038 592,000.00 590,780.79 C/O Refi FAD(Full or Alt or AUS) SunTrust 740,000.00 4/24/2006 N 1
203327937 465,000.00 463,120.18 C/O Refi FAD(Full or Alt or AUS) SunTrust 605,000.00 4/24/2006 N 1
203328661 880,000.00 880,000.00 R/T Refi NIV SunTrust 1,550,000.00 4/13/2006 N 1
203335070 540,000.00 535,514.04 C/O Refi FAD(Full or Alt or AUS) SunTrust 850,000.00 4/13/2006 N 1
203336219 487,500.00 487,449.80 C/O Refi FAD(Full or Alt or AUS) SunTrust 650,000.00 4/10/2006 N 1
203337514 500,000.00 500,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 950,000.00 4/11/2006 N 1
203339205 840,000.00 836,235.81 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,200,000.00 4/21/2006 N 1
203343314 502,000.00 499,706.17 C/O Refi FAD(Full or Alt or AUS) SunTrust 750,000.00 3/27/2006 N 1
203344783 812,000.00 809,838.87 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,275,000.00 4/10/2006 N 1
203346515 630,000.00 630,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 840,000.00 4/18/2006 N 1
203347331 670,000.00 667,115.81 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,125,000.00 4/12/2006 N 1
203349956 559,900.00 557,907.59 Purchase FAD(Full or Alt or AUS) SunTrust 820,000.00 4/28/2006 N 1
203350574 987,000.00 987,000.00 Purchase NIV SunTrust 1,410,000.00 4/21/2006 N 1
203354857 483,750.00 482,028.63 C/O Refi FAD(Full or Alt or AUS) SunTrust 670,000.00 4/18/2006 N 1
203358098 450,000.00 448,359.49 C/O Refi FAD(Full or Alt or AUS) SunTrust 600,000.00 4/25/2006 N 1
203358411 469,600.00 469,600.00 Purchase FAD(Full or Alt or AUS) SunTrust 593,500.00 4/28/2006 N 1
203358445 535,000.00 535,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 725,000.00 4/13/2006 N 1
203362496 1,000,000.00 1,000,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 1,375,000.00 4/4/2006 N 1
203366331 581,000.00 581,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 830,000.00 4/17/2006 N 1
203369467 465,000.00 465,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 740,000.00 4/3/2006 N 1
203370069 620,000.00 620,000.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 865,000.00 4/26/2006 N 1
203388806 543,000.00 541,080.00 Purchase PS(1 paystub & verbal VOE) SunTrust 890,000.00 4/14/2006 N 1
203390836 507,960.00 506,108.22 Purchase FAD(Full or Alt or AUS) SunTrust 640,000.00 4/28/2006 N 1
203393095 535,000.00 533,782.07 C/O Refi NIV SunTrust 820,000.00 4/12/2006 N 1
203394135 780,000.00 276,561.60 Purchase FAD(Full or Alt or AUS) SunTrust 975,000.00 4/21/2006 N 1
203399985 550,000.00 549,999.94 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,420,000.00 4/20/2006 N 1
203403225 1,000,000.00 999,920.39 Purchase FAD(Full or Alt or AUS) SunTrust 1,625,000.00 4/27/2006 N 1
203403886 769,600.00 767,588.96 Purchase FAD(Full or Alt or AUS) SunTrust 962,000.00 4/12/2006 N 1
203405303 600,000.00 600,000.00 Purchase NIV SunTrust 850,000.00 4/21/2006 N 1
203408141 515,000.00 512,968.82 Purchase FAD(Full or Alt or AUS) SunTrust 721,000.00 4/28/2006 N 1
203409032 525,000.00 522,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 675,000.00 5/1/2006 N 1
203419965 500,000.00 500,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 640,000.00 4/12/2006 N 1
203426218 520,000.00 518,118.17 C/O Refi FAD(Full or Alt or AUS) SunTrust 751,000.00 4/4/2006 N 1
203445671 439,000.00 437,399.61 Purchase PS+(PS + W-2 or 1040) SunTrust 739,000.00 4/27/2006 N 1
203453477 999,999.00 999,999.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,250,000.00 4/21/2006 N 1
203474531 540,000.00 538,562.80 R/T Refi FAD(Full or Alt or AUS) SunTrust 675,000.00 4/27/2006 N 1
203352976 465,400.00 464,130.99 Purchase FAD(Full or Alt or AUS) SunTrust 550,000.00 5/12/2006 N 1
31052731 900,000.00 896,590.94 Purchase NIV SunTrust 1,300,000.00 5/8/2006 N 1
143269587 456,000.00 454,206.25 Purchase FAD(Full or Alt or AUS) SunTrust 580,000.00 4/26/2006 N 1
203517586 464,237.00 463,001.41 Purchase FAD(Full or Alt or AUS) SunTrust 650,000.00 5/16/2006 N 1
144126067 900,000.00 900,000.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 3,500,000.00 5/11/2006 N 1
203424817 484,000.00 482,709.15 Purchase FAD(Full or Alt or AUS) SunTrust 605,000.00 5/26/2006 N 1
203406251 681,600.00 679,785.94 R/T Refi FAD(Full or Alt or AUS) SunTrust 852,000.00 5/2/2006 N 1
203408539 465,700.00 464,042.82 Purchase FAD(Full or Alt or AUS) SunTrust 620,000.00 4/27/2006 N 1
203241252 520,000.00 520,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 1,330,000.00 4/4/2006 N 1
144978194 450,000.00 448,772.95 Purchase FAD(Full or Alt or AUS) SunTrust 712,500.00 5/18/2006 N 1
203456223 550,000.00 548,500.27 C/O Refi FAD(Full or Alt or AUS) SunTrust 900,000.00 5/24/2006 N 1
144831708 521,500.00 520,112.01 C/O Refi FAD(Full or Alt or AUS) SunTrust 745,000.00 5/5/2006 N 1
203430434 625,000.00 625,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 925,000.00 5/31/2006 N 1
36979664 533,000.00 531,581.43 C/O Refi FAD(Full or Alt or AUS) SunTrust 855,000.00 5/12/2006 N 1
203444864 635,000.00 631,483.52 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,080,000.00 5/22/2006 N 1
203410915 861,250.00 858,110.26 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,325,000.00 4/26/2006 N 1
144121472 473,000.00 471,741.09 Purchase FAD(Full or Alt or AUS) SunTrust 678,000.00 5/2/2006 N 1
203389614 510,000.00 510,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 775,000.00 5/3/2006 N 1
203384631 488,000.00 485,920.98 R/T Refi FAD(Full or Alt or AUS) SunTrust 610,000.00 4/19/2006 N 1
203184981 750,000.00 747,954.94 Purchase FAD(Full or Alt or AUS) SunTrust 3,900,000.00 5/15/2006 N 1
203449111 704,000.00 702,126.33 Purchase FAD(Full or Alt or AUS) SunTrust 880,000.00 5/31/2006 N 1
144125465 756,000.00 756,000.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 945,000.00 5/19/2006 N 1
203379110 550,000.00 549,748.20 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,000,000.00 5/11/2006 N 1
203536735 636,000.00 633,681.45 R/T Refi FAD(Full or Alt or AUS) SunTrust 795,000.00 4/27/2006 N 1
203478409 825,000.00 825,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,350,000.00 5/8/2006 N 1
203447669 450,000.00 448,772.95 C/O Refi FAD(Full or Alt or AUS) SunTrust 900,000.00 5/10/2006 N 1
203575287 472,000.00 470,743.77 C/O Refi FAD(Full or Alt or AUS) SunTrust 595,000.00 5/17/2006 N 1
203425392 1,000,000.00 997,273.22 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,900,000.00 5/8/2006 N 1
203492574 504,000.00 502,658.62 Purchase FAD(Full or Alt or AUS) SunTrust 634,000.00 5/31/2006 N 1
203524145 512,000.00 510,637.30 Purchase FAD(Full or Alt or AUS) SunTrust 660,000.00 5/15/2006 N 1
37007275 660,000.00 657,593.94 Purchase FAD(Full or Alt or AUS) SunTrust 840,000.00 4/28/2006 N 1
203483276 600,000.00 600,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 755,000.00 5/10/2006 N 1
203293220 650,000.00 648,227.61 Purchase FAD(Full or Alt or AUS) SunTrust 1,000,000.00 5/15/2006 N 1
145172235 464,000.00 461,505.96 Purchase FAD(Full or Alt or AUS) SunTrust 580,000.00 5/22/2006 N 1
144985132 610,000.00 608,336.67 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,506,000.00 5/22/2006 N 1
203434188 562,000.00 561,900.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 925,000.00 5/10/2006 N 1
203490925 455,000.00 453,789.04 Purchase FAD(Full or Alt or AUS) SunTrust 735,000.00 5/31/2006 N 1
203380464 556,000.00 554,483.92 C/O Refi FAD(Full or Alt or AUS) SunTrust 695,000.00 5/30/2006 N 1
203482989 480,000.00 478,722.47 Purchase FAD(Full or Alt or AUS) SunTrust 710,000.00 5/18/2006 N 1
144939709 423,000.00 421,846.58 C/O Refi FAD(Full or Alt or AUS) SunTrust 610,000.00 6/1/2006 N 1
203451893 590,100.00 587,948.75 Purchase FAD(Full or Alt or AUS) SunTrust 880,000.00 4/28/2006 N 1
203455654 592,000.00 590,377.11 R/T Refi FAD(Full or Alt or AUS) SunTrust 740,000.00 5/18/2006 N 1
203230982 550,000.00 548,536.20 C/O Refi FAD(Full or Alt or AUS) SunTrust 900,000.00 5/15/2006 N 1
203448527 650,000.00 648,270.02 Purchase FAD(Full or Alt or AUS) SunTrust 840,000.00 5/26/2006 N 1
203560214 580,000.00 578,456.33 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,200,000.00 5/30/2006 N 1
203493986 507,500.00 506,141.31 R/T Refi FAD(Full or Alt or AUS) SunTrust 650,000.00 5/4/2006 N 1
144996881 425,000.00 423,841.12 C/O Refi FAD(Full or Alt or AUS) SunTrust 565,000.00 5/15/2006 N 1
203453766 575,000.00 573,432.09 Purchase FAD(Full or Alt or AUS) SunTrust 815,000.00 5/17/2006 N 1
144379344 549,000.00 547,046.40 R/T Refi FAD(Full or Alt or AUS) SunTrust 710,000.00 5/3/2006 N 1
144554813 475,000.00 473,704.77 C/O Refi FAD(Full or Alt or AUS) SunTrust 740,000.00 5/25/2006 N 1
144967783 680,000.00 678,190.18 Purchase FAD(Full or Alt or AUS) SunTrust 895,000.00 5/17/2006 N 1
203490479 502,600.00 501,229.29 Purchase FAD(Full or Alt or AUS) SunTrust 718,000.00 5/17/2006 N 1
203375746 621,600.00 619,945.61 R/T Refi FAD(Full or Alt or AUS) SunTrust 828,000.00 5/26/2006 N 1
203441084 596,000.00 593,827.24 Purchase FAD(Full or Alt or AUS) SunTrust 760,000.00 4/20/2006 N 1
203220314 800,000.00 797,870.82 Purchase FAD(Full or Alt or AUS) SunTrust 2,465,000.00 5/15/2006 N 1
203397963 475,000.00 473,604.80 Purchase FAD(Full or Alt or AUS) SunTrust 595,000.00 5/9/2006 N 1
203439393 550,000.00 548,536.20 C/O Refi FAD(Full or Alt or AUS) SunTrust 850,000.00 5/17/2006 N 1
203465695 800,000.00 797,818.58 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,300,000.00 5/24/2006 N 1
35596063 485,000.00 483,709.18 C/O Refi FAD(Full or Alt or AUS) SunTrust 680,000.00 5/15/2006 N 1
203388327 630,000.00 627,703.31 C/O Refi FAD(Full or Alt or AUS) SunTrust 2,800,000.00 4/21/2006 N 1
202958641 650,000.00 648,270.05 Purchase NIV SunTrust 1,300,000.00 5/3/2006 N 1
145166534 1,000,000.00 997,273.22 R/T Refi NIV SunTrust 2,557,000.00 5/26/2006 N 1
203408075 735,000.00 733,043.80 C/O Refi NIV SunTrust 1,320,000.00 5/8/2006 N 1
144992146 560,000.00 558,472.16 C/O Refi NIV SunTrust 805,000.00 5/10/2006 N 1
145002325 610,000.00 610,000.00 R/T Refi NIV SunTrust 900,000.00 5/31/2006 N 1
203480181 837,000.00 834,128.20 R/T Refi NIV SunTrust 2,200,000.00 5/16/2006 N 1
203217633 785,000.00 782,895.75 R/T Refi NIV SunTrust 1,500,000.00 5/5/2006 N 1
145166542 903,000.00 899,540.45 C/O Refi NIV SunTrust 1,290,000.00 5/22/2006 N 1
203416227 650,000.00 647,928.33 C/O Refi NIV SunTrust 965,000.00 5/1/2006 N 1
203491030 573,000.00 571,474.96 C/O Refi NIV SunTrust 1,700,000.00 5/24/2006 N 1
203346432 585,000.00 582,918.31 R/T Refi NIV SunTrust 1,050,000.00 4/20/2006 N 1
203426457 566,400.00 564,892.55 Purchase PS(1 paystub & verbal VOE) SunTrust 713,000.00 5/10/2006 N 1
203312814 536,000.00 534,286.43 R/T Refi PS(1 paystub & verbal VOE) SunTrust 670,000.00 5/12/2006 N 1
3061704031 783,200.00 780,413.02 Purchase Full WAMU 980,000.00 4/28/2006 N 1
3062117696 743,920.00 741,272.81 Purchase Low WAMU 945,000.00 4/27/2006 N 1
47468202 618,100.00 615,846.70 C/O Refi Full WAMU 930,000.00 4/27/2006 N 1
66733437 556,000.00 554,021.49 Purchase Full WAMU 695,000.00 5/4/2006 N 1
3050908965 423,000.00 421,457.93 R/T Refi Low WAMU 590,000.00 4/26/2006 N 1
3060729393 550,000.00 545,535.04 C/O Refi Streamline WAMU 790,000.00 11/9/2005 N 1
3061035808 472,000.00 470,320.40 C/O Refi Full WAMU 590,000.00 4/27/2006 N 1
3061036533 483,000.00 481,266.56 R/T Refi Low WAMU 690,000.00 4/27/2006 N 1
3061038240 519,000.00 517,584.82 C/O Refi Full WAMU 780,000.00 5/8/2006 N 1
3061469239 434,000.00 432,417.81 C/O Refi Full WAMU 795,000.00 5/2/2006 N 1
3061482620 608,000.00 605,783.52 Purchase Full WAMU 775,000.00 5/1/2006 N 1
3061486530 720,000.00 717,437.92 Purchase Full WAMU 900,000.00 4/27/2006 N 1
3061491589 490,000.00 488,213.71 C/O Refi Full WAMU 1,070,000.00 4/25/2006 N 1
3061551135 520,000.00 518,582.10 Purchase Full WAMU 650,000.00 5/5/2006 N 1
3061724443 1,215,000.00 1,210,676.48 R/T Refi Low WAMU 2,625,000.00 4/28/2006 N 1
3061823849 470,000.00 468,327.54 C/O Refi Low WAMU 750,000.00 4/24/2006 N 1
3062197326 625,000.00 623,295.77 R/T Refi Full WAMU 1,300,000.00 5/10/2006 N 1
3062314830 1,900,000.00 1,893,238.96 C/O Refi Low WAMU 3,600,000.00 4/27/2006 N 1
3062389568 671,200.00 668,753.12 Purchase Low WAMU 839,000.00 4/27/2006 N 1
3062389766 599,200.00 495,929.33 Purchase Streamline WAMU 757,000.00 4/27/2006 N 1
3062391937 900,000.00 896,797.41 C/O Refi Low WAMU 1,420,000.00 4/25/2006 N 1
3062392497 547,000.00 545,544.18 C/O Refi Low WAMU 850,000.00 5/10/2006 N 1
3062393651 744,000.00 742,019.88 Purchase Full WAMU 950,000.00 5/15/2006 N 1
3062485648 496,000.00 494,191.81 C/O Refi Full WAMU 620,000.00 4/28/2006 N 1
3062491018 533,200.00 530,771.45 C/O Refi Full WAMU 729,000.00 5/4/2006 N 1
3062499904 471,600.00 469,880.67 Purchase Low WAMU 590,000.00 5/3/2006 N 1
3062506708 464,000.00 462,765.09 R/T Refi Full WAMU 580,000.00 5/10/2006 N 1
3062587450 469,000.00 467,721.15 C/O Refi Full WAMU 670,000.00 5/10/2006 N 1
3062638329 535,000.00 531,938.24 R/T Refi Low WAMU 1,060,000.00 5/2/2006 N 1
3062680602 1,117,000.00 1,113,025.24 R/T Refi Full WAMU 1,636,000.00 5/3/2006 N 1
3062713718 515,000.00 512,654.02 C/O Refi Full WAMU 750,000.00 5/3/2006 N 1
3062713874 554,000.00 551,980.35 R/T Refi Full WAMU 725,000.00 5/4/2006 N 1
3062724871 504,400.00 502,395.86 C/O Refi Low WAMU 776,000.00 5/8/2006 N 1
3062772508 640,000.00 637,485.97 R/T Refi Full WAMU 820,000.00 5/30/2006 N 1
3062803618 460,000.00 458,775.72 R/T Refi Low WAMU 640,000.00 5/8/2006 N 1
3062808948 520,000.00 518,582.10 R/T Refi Full WAMU 650,000.00 5/30/2006 N 1
642576235 490,500.00 488,754.57 C/O Refi Full WAMU 654,000.00 4/19/2006 N 1
3062231307 960,000.00 956,500.29 C/O Refi Full WAMU 1,200,000.00 5/3/2006 N 1
3061874206 514,500.00 512,669.18 C/O Refi Full WAMU 910,000.00 4/28/2006 N 1
3060737727 930,000.00 926,690.65 C/O Refi Full WAMU 1,700,000.00 5/3/2006 N 1
642543755 595,000.00 593,377.59 R/T Refi Full WAMU 745,000.00 5/8/2006 N 1
3062324151 510,000.00 505,868.23 R/T Refi Full WAMU 675,000.00 4/28/2006 N 1
3062345362 490,000.00 488,695.89 Purchase Full WAMU 615,000.00 5/18/2006 N 1
3061963124 461,200.00 457,407.67 C/O Refi Full WAMU 700,000.00 4/24/2006 N 1
3061783647 640,000.00 637,722.60 Purchase Full WAMU 800,000.00 4/27/2006 N 1
642650311 436,000.00 434,410.54 Purchase Full WAMU 556,000.00 4/26/2006 N 1
3062515188 700,000.00 697,587.20 C/O Refi Full WAMU 875,000.00 5/8/2006 N 1
642538292 730,000.00 728,057.13 R/T Refi Full WAMU 1,015,000.00 5/15/2006 N 1
3061727818 1,000,000.00 996,441.55 R/T Refi Streamline WAMU 1,250,000.00 4/24/2006 N 1
3060556242 445,000.00 443,786.61 Purchase Full WAMU 625,000.00 5/12/2006 N 1
3061165324 776,000.00 773,884.02 Purchase Full WAMU 975,000.00 5/2/2006 N 1
3060521576 650,000.00 648,270.05 Purchase Full WAMU 825,000.00 5/8/2006 N 1
3061798017 1,500,000.00 1,494,662.32 C/O Refi Full WAMU 3,000,000.00 5/3/2006 N 1
3061842393 700,000.00 697,509.07 Purchase Full WAMU 1,210,000.00 5/4/2006 N 1
3061858787 535,000.00 533,049.65 R/T Refi Low WAMU 700,000.00 4/28/2006 N 1
3061861054 586,000.00 583,914.76 R/T Refi Full WAMU 810,000.00 5/1/2006 N 1
3061866749 488,000.00 486,669.34 Purchase Full WAMU 1,000,000.00 5/17/2006 N 1
3061877258 624,000.00 621,725.19 Purchase Full WAMU 780,000.00 4/28/2006 N 1
3062342187 692,000.00 689,477.29 Purchase Full WAMU 865,000.00 5/2/2006 N 1
3062343250 427,500.00 426,334.31 Purchase Full WAMU 450,000.00 5/5/2006 N 1
3062463835 574,000.00 571,957.43 R/T Refi Full WAMU 720,000.00 4/28/2006 N 1
642646624 568,000.00 565,929.33 R/T Refi Full WAMU 710,000.00 4/19/2006 N 1
3061723254 550,000.00 547,994.97 Purchase Streamline WAMU 895,000.00 4/26/2006 N 1
3062326859 590,000.00 587,849.13 R/T Refi Full WAMU 743,000.00 4/28/2006 N 1
3062691328 520,000.00 518,616.02 Purchase Streamline WAMU 650,000.00 5/16/2006 N 1
61134912 565,000.00 562,940.29 C/O Refi Full WAMU 860,000.00 4/26/2006 N 1
3062615673 508,000.00 506,192.31 C/O Refi Full WAMU 635,000.00 4/28/2006 N 1
3061391136 547,000.00 545,053.54 R/T Refi Full WAMU 725,000.00 5/3/2006 N 1
3061725796 624,000.00 622,298.51 Purchase Full WAMU 780,000.00 5/12/2006 N 1
3061917823 800,000.00 797,870.82 C/O Refi Streamline WAMU 1,500,000.00 5/15/2006 N 1
3061918342 704,000.00 702,126.33 Purchase Full WAMU 885,000.00 5/26/2006 N 1
3062463314 648,800.00 646,434.76 Purchase Full WAMU 811,000.00 4/27/2006 N 1
3062463744 1,000,000.00 395,117.45 Purchase Low WAMU 1,315,000.00 5/15/2006 N 1
3062463793 500,000.00 498,177.23 Purchase Full WAMU 625,000.00 4/27/2006 N 1
3062464627 600,000.00 597,812.67 C/O Refi Full WAMU 850,000.00 4/26/2006 N 1
3062466689 620,800.00 619,107.23 Purchase Full WAMU 776,000.00 5/11/2006 N 1
3062582634 444,000.00 442,420.06 R/T Refi Full WAMU 950,000.00 4/19/2006 N 1
642620728 650,000.00 648,270.05 R/T Refi Full WAMU 850,000.00 5/15/2006 N 1
3062629005 500,000.00 498,669.25 C/O Refi Full WAMU 750,000.00 5/22/2006 N 1
3062629336 450,000.00 448,772.95 C/O Refi Low WAMU 770,000.00 5/23/2006 N 1
735865545 862,500.00 859,056.49 C/O Refi Full WAMU 1,150,000.00 4/27/2006 N 1
683022370 825,000.00 819,693.73 R/T Refi Streamline WAMU 1,100,000.00 1/23/2006 N 1
683022586 582,000.00 578,256.63 R/T Refi Full WAMU 735,000.00 2/6/2006 N 1
709301543 750,000.00 745,290.63 R/T Refi Full WAMU 1,125,000.00 1/26/2006 N 1
709961197 975,000.00 968,728.97 C/O Refi Full WAMU 1,300,000.00 1/17/2006 N 1
712602473 447,000.00 444,124.99 C/O Refi Reduced WAMU 600,000.00 1/25/2006 N 1
712998889 450,000.00 447,401.69 R/T Refi Reduced WAMU 620,000.00 2/13/2006 N 1
713647667 440,000.00 437,169.96 C/O Refi Reduced WAMU 800,000.00 1/17/2006 N 1
642305056 441,000.00 438,163.56 C/O Refi Reduced WAMU 630,000.00 1/10/2006 N 1
3060538950 656,250.00 652,029.06 Purchase Reduced WAMU 875,000.00 1/20/2006 N 1
3061065599 1,115,000.00 1,107,998.71 C/O Refi Full WAMU 2,000,000.00 1/30/2006 N 1
3061151951 1,200,000.00 993,000.69 Purchase Streamline WAMU 2,800,000.00 2/13/2006 N 1
3061316075 1,150,000.00 1,142,778.93 C/O Refi Full WAMU 2,500,000.00 2/3/2006 N 1
3061338665 1,267,500.00 1,260,697.00 C/O Refi Reduced WAMU 1,950,000.00 2/16/2006 N 1
39488747 420,000.00 416,875.31 R/T Refi Asset Only Wells Fargo 560,000.00 4/3/2006 N 1
54747175 524,036.00 521,641.54 Purchase Asset Only Wells Fargo 715,000.00 3/17/2006 N 1
62054978 900,000.00 899,924.59 Purchase Full Wells Fargo 1,125,000.00 4/4/2006 N 1
63010367 427,500.00 116,070.26 Purchase Asset Only Wells Fargo 580,000.00 3/16/2006 N 1
63285795 520,000.00 519,999.51 C/O Refi Asset Only Wells Fargo 650,000.00 3/23/2006 N 1
63339626 517,500.00 515,135.40 Purchase Asset Only Wells Fargo 690,000.00 3/24/2006 N 1
63374383 1,000,000.00 1,000,000.00 Purchase Full Wells Fargo 2,750,000.00 3/22/2006 N 1
63432785 435,000.00 433,012.34 R/T Refi Full Wells Fargo 615,000.00 3/17/2006 N 1
63477251 1,300,000.00 1,294,059.94 R/T Refi Full Wells Fargo 1,865,000.00 3/14/2006 N 1
63515225 525,000.00 525,000.00 Purchase Asset Only Wells Fargo 657,000.00 4/10/2006 N 1
63562078 562,400.00 559,830.23 Purchase Full Wells Fargo 710,000.00 3/24/2006 N 1
63657092 1,000,000.00 1,000,000.00 C/O Refi Full Wells Fargo 1,300,000.00 3/21/2006 N 1
63739486 820,000.00 820,000.00 C/O Refi Asset Only Wells Fargo 1,270,000.00 3/24/2006 N 1
63774244 500,000.00 497,715.35 C/O Refi Asset Only Wells Fargo 1,080,000.00 3/16/2006 N 1
63853386 495,000.00 373,904.21 Purchase Asset Only Wells Fargo 772,000.00 4/11/2006 N 1
63942981 420,000.00 418,126.63 C/O Refi Asset Only Wells Fargo 795,000.00 3/24/2006 N 1
63960587 1,000,000.00 995,212.34 Purchase Full Wells Fargo 1,487,000.00 3/17/2006 N 1
64115868 428,000.00 330,774.62 Purchase AUS Wells Fargo 554,000.00 3/30/2006 N 1
64146657 460,000.00 458,323.06 Purchase AUS Wells Fargo 575,000.00 4/10/2006 N 1
64153984 462,400.00 460,337.52 Purchase AUS Wells Fargo 578,000.00 3/24/2006 N 1
64164932 439,900.00 438,296.31 Purchase AUS Wells Fargo 639,900.00 4/7/2006 N 1
64249881 750,000.00 746,654.73 C/O Refi AUS Wells Fargo 1,000,000.00 4/1/2006 N 1
64302052 122,400.00 121,840.72 Purchase Asset Only Wells Fargo 153,000.00 3/31/2006 N 1
148492994 2,000,000.00 2,000,000.00 C/O Refi Asset Only Wells Fargo 3,200,000.00 11/30/2005 N 1
148572431 714,884.00 714,856.29 Purchase Full Wells Fargo 893,606.00 3/31/2006 N 1
148740822 490,000.00 486,387.41 R/T Refi Asset Only Wells Fargo 650,000.00 12/15/2005 N 1
149857385 440,000.00 437,580.83 Purchase AUS Wells Fargo 585,000.00 2/6/2006 N 1
149942831 263,920.00 263,920.00 Purchase Full Wells Fargo 329,900.00 2/14/2006 N 1
150060838 600,000.00 597,323.76 Purchase Asset Only Wells Fargo 840,000.00 3/23/2006 N 1
150082519 115,836.00 115,070.83 C/O Refi Asset Only Wells Fargo 147,000.00 3/7/2006 N 1
150294593 515,000.00 513,120.21 Purchase Asset Only Wells Fargo 860,000.00 4/4/2006 N 1
150300077 840,000.00 840,000.00 C/O Refi Full Wells Fargo 1,225,000.00 2/8/2006 N 1
150341212 543,200.00 540,717.92 Purchase Asset Only Wells Fargo 680,000.00 3/9/2006 N 1
150372217 500,000.00 497,769.79 Purchase AUS Wells Fargo 625,000.00 3/17/2006 N 1
150490936 552,000.00 549,537.87 C/O Refi Asset Only Wells Fargo 1,095,000.00 3/10/2006 N 1
150518074 457,705.00 456,036.41 Purchase AUS Wells Fargo 600,000.00 4/5/2006 N 1
150525475 476,000.00 473,876.83 Purchase AUS Wells Fargo 595,000.00 3/31/2006 N 1
150528545 1,475,000.00 1,466,600.52 Purchase Full Wells Fargo 2,090,000.00 2/22/2006 N 1
150578854 503,000.00 500,701.59 R/T Refi AUS Wells Fargo 645,000.00 3/8/2006 N 1
150593218 514,000.00 511,707.37 R/T Refi Asset Only Wells Fargo 950,000.00 3/13/2006 N 1
150597326 511,920.00 509,580.84 Purchase AUS Wells Fargo 640,000.00 3/2/2006 N 1
150612794 618,000.00 614,682.97 C/O Refi AUS Wells Fargo 865,000.00 2/23/2006 N 1
150616837 486,820.00 484,143.39 Purchase AUS Wells Fargo 621,000.00 2/23/2006 N 1
150629459 1,500,000.00 1,493,146.01 R/T Refi Full Wells Fargo 1,950,000.00 3/17/2006 N 1
150630283 825,000.00 821,230.28 C/O Refi Asset Only Wells Fargo 1,200,000.00 3/28/2006 N 1
150649903 520,000.00 517,623.94 C/O Refi AUS Wells Fargo 650,000.00 3/2/2006 N 1
150703098 460,800.00 459,564.98 Purchase AUS Wells Fargo 590,000.00 3/13/2006 N 1
150707586 429,600.00 427,683.81 C/O Refi Asset Only Wells Fargo 537,000.00 3/27/2006 N 1
150726909 465,000.00 462,875.25 Purchase AUS Wells Fargo 620,000.00 3/17/2006 N 1
150731875 450,000.00 447,943.79 C/O Refi AUS Wells Fargo 600,000.00 3/10/2006 N 1
150752343 477,600.00 475,417.69 Purchase AUS Wells Fargo 600,000.00 3/8/2006 N 1
150766731 513,750.00 511,402.52 Purchase AUS Wells Fargo 698,000.00 3/1/2006 N 1
150777092 510,872.00 508,537.67 C/O Refi AUS Wells Fargo 725,000.00 3/14/2006 N 1
150782084 626,250.00 623,388.46 Purchase AUS Wells Fargo 835,000.00 3/1/2006 N 1
150816742 625,000.00 622,144.18 R/T Refi Asset Only Wells Fargo 950,000.00 3/6/2006 N 1
150817872 504,800.00 502,548.42 Purchase Full Wells Fargo 631,000.00 3/31/2006 N 1
150832608 454,400.00 452,323.69 Purchase AUS Wells Fargo 568,000.00 3/2/2006 N 1
150880326 93,000.00 92,585.18 Purchase Full Wells Fargo 95,000.00 3/10/2006 N 1
150895027 460,000.00 457,525.93 C/O Refi AUS Wells Fargo 575,000.00 3/17/2006 N 1
150900348 488,000.00 485,823.34 C/O Refi AUS Wells Fargo 610,000.00 3/10/2006 N 1
150908077 475,000.00 472,829.55 C/O Refi Asset Only Wells Fargo 818,000.00 3/17/2006 N 1
150911428 575,000.00 572,435.28 R/T Refi AUS Wells Fargo 805,000.00 3/13/2006 N 1
150930873 492,800.00 490,547.39 Purchase AUS Wells Fargo 622,500.00 3/13/2006 N 1
150938587 825,000.00 825,000.00 C/O Refi Full Wells Fargo 1,250,000.00 3/17/2006 N 1
150965317 840,000.00 836,161.12 R/T Refi Asset Only Wells Fargo 1,200,000.00 3/21/2006 N 1
151004397 740,000.00 736,699.29 C/O Refi Asset Only Wells Fargo 1,500,000.00 3/13/2006 N 1
151006905 500,071.00 497,786.02 C/O Refi Asset Only Wells Fargo 1,100,000.00 3/17/2006 N 1
151010519 700,000.00 696,801.47 C/O Refi Asset Only Wells Fargo 1,175,000.00 3/22/2006 N 1
151025913 500,000.00 497,715.10 C/O Refi Asset Only Wells Fargo 675,000.00 3/20/2006 N 1
151048105 595,000.00 592,025.24 C/O Refi Asset Only Wells Fargo 850,000.00 3/17/2006 N 1
151055514 500,000.00 496,250.63 C/O Refi AUS Wells Fargo 710,000.00 3/6/2006 N 1
151070885 500,000.00 497,715.30 R/T Refi AUS Wells Fargo 625,000.00 3/24/2006 N 1
151092426 479,200.00 477,010.34 Purchase Asset Only Wells Fargo 600,000.00 3/17/2006 N 1
151108388 620,240.00 620,240.00 Purchase Full Wells Fargo 777,000.00 3/31/2006 N 1
151122603 530,950.00 530,950.00 Purchase AUS Wells Fargo 667,000.00 4/6/2006 N 1
151123494 504,800.00 504,800.00 Purchase Full Wells Fargo 785,000.00 3/24/2006 N 1
151129046 541,600.00 531,950.61 R/T Refi AUS Wells Fargo 677,000.00 3/27/2006 N 1
151139177 620,000.00 617,234.58 C/O Refi Asset Only Wells Fargo 800,000.00 3/25/2006 N 1
151157344 450,000.00 445,612.21 C/O Refi Asset Only Wells Fargo 765,000.00 3/18/2006 N 1
151166386 1,000,000.00 995,430.66 R/T Refi Asset Only Wells Fargo 2,900,000.00 3/31/2006 N 1
151171923 460,000.00 456,613.34 R/T Refi AUS Wells Fargo 645,000.00 3/20/2006 N 1
151185451 483,750.00 479,516.24 C/O Refi AUS Wells Fargo 645,000.00 3/27/2006 N 1
151188125 540,000.00 537,893.77 Purchase AUS Wells Fargo 690,000.00 4/10/2006 N 1
151202702 505,000.00 502,529.39 C/O Refi AUS Wells Fargo 708,000.00 3/17/2006 N 1
151202801 587,600.00 584,915.03 C/O Refi Asset Only Wells Fargo 1,100,000.00 3/31/2006 N 1
151203296 513,750.00 511,402.52 Purchase AUS Wells Fargo 685,000.00 3/22/2006 N 1
151207552 421,400.00 419,663.75 Purchase Asset Only Wells Fargo 602,000.00 4/6/2006 N 1
151217031 550,000.00 546,030.09 R/T Refi AUS Wells Fargo 700,000.00 3/23/2006 N 1
151219102 500,000.00 497,715.30 C/O Refi Asset Only Wells Fargo 890,000.00 3/13/2006 N 1
151220761 1,215,500.00 1,211,174.71 Purchase Asset Only Wells Fargo 1,870,000.00 3/31/2006 N 1
151221504 510,000.00 509,999.50 Purchase AUS Wells Fargo 680,000.00 4/5/2006 N 1
151239803 544,000.00 543,998.00 C/O Refi Full Wells Fargo 680,000.00 2/15/2006 N 1
151244787 511,400.00 509,535.65 Purchase Asset Only Wells Fargo 690,000.00 4/4/2006 N 1
151266418 460,000.00 460,000.00 Purchase AUS Wells Fargo 577,000.00 3/27/2006 N 1
151270097 632,000.00 629,181.03 C/O Refi Asset Only Wells Fargo 790,000.00 3/27/2006 N 1
151279197 500,000.00 498,177.19 Purchase AUS Wells Fargo 680,000.00 3/29/2006 N 1
151283504 470,568.00 470,568.00 Purchase AUS Wells Fargo 590,000.00 3/28/2006 N 1
151285004 483,250.00 481,488.29 C/O Refi AUS Wells Fargo 680,000.00 4/6/2006 N 1
151287265 544,000.00 539,237.52 Purchase AUS Wells Fargo 685,000.00 3/31/2006 N 1
151293073 492,000.00 491,458.88 Purchase AUS Wells Fargo 615,000.00 3/20/2006 N 1
151314028 568,000.00 564,792.58 Purchase AUS Wells Fargo 750,000.00 3/17/2006 N 1
151320447 465,000.00 462,873.47 C/O Refi Asset Only Wells Fargo 600,000.00 3/22/2006 N 1
151330834 1,500,000.00 1,500,000.00 Purchase Full Wells Fargo 2,225,000.00 4/7/2006 N 1
151352903 522,400.00 520,623.79 Purchase AUS Wells Fargo 653,000.00 3/24/2006 N 1
151366291 736,000.00 391,125.33 Purchase Asset Only Wells Fargo 920,000.00 3/27/2006 N 1
151370764 430,000.00 430,000.00 C/O Refi Income Only Wells Fargo 650,000.00 3/27/2006 N 1
151382868 510,000.00 507,669.64 C/O Refi Asset Only Wells Fargo 680,000.00 3/27/2006 N 1
151394145 780,000.00 776,435.90 C/O Refi Asset Only Wells Fargo 1,200,000.00 3/29/2006 N 1
151463817 476,000.00 476,000.00 R/T Refi Full Wells Fargo 640,000.00 2/15/2006 N 1
151484821 640,000.00 631,999.32 R/T Refi Asset Only Wells Fargo 800,000.00 3/28/2006 N 1
151492022 490,000.00 488,213.66 Purchase Asset Only Wells Fargo 630,000.00 4/7/2006 N 1
151492394 460,000.00 457,601.78 Purchase AUS Wells Fargo 575,000.00 3/31/2006 N 1
151493244 550,000.00 547,486.86 Purchase Asset Only Wells Fargo 825,000.00 3/30/2006 N 1
151501046 480,000.00 479,425.67 C/O Refi AUS Wells Fargo 1,025,000.00 3/23/2006 N 1
151530177 639,200.00 636,199.70 Purchase Asset Only Wells Fargo 799,000.00 3/28/2006 N 1
151584273 633,750.00 633,750.00 Purchase Asset Only Wells Fargo 897,800.00 4/12/2006 N 1
151687894 450,000.00 447,929.85 C/O Refi Income Only Wells Fargo 670,000.00 3/13/2006 N 1
151767951 547,000.00 547,000.00 Purchase AUS Wells Fargo 749,000.00 4/5/2006 N 1
EXHIBIT D-2
LOAN GROUP 2
MORTGAGE LOAN SCHEDULE
D-2-1
LOANID OCC PROPTYPE OTERM CORTERM OLTV RATE FPDATE NDDATE S_MATDATE PANDI PTDATE
1063075528 Primary PUD 360 356 80 6.75 6/1/2006 9/1/2006 5/1/2036 2,999.12 8/1/2006
1063075845 Primary SFR 360 355 75.58 6.75 5/1/2006 10/1/2006 4/1/2036 4,215.89 9/1/2006
1063076848 Primary SFR 360 356 75 6.5 6/1/2006 10/1/2006 5/1/2036 4,408.05 9/1/2006
1063077272 Primary SFR 360 356 70 6.625 6/1/2006 9/1/2006 5/1/2036 2,868.60 8/1/2006
1063077727 Primary SFR 360 356 76.35 6.75 6/1/2006 10/1/2006 5/1/2036 2,847.35 9/1/2006
1064034774 Secondary PUD 360 356 71.47 6.75 6/1/2006 9/1/2006 5/1/2036 3,972.67 8/1/2006
1079064430 Primary SFR 360 356 73.53 6.75 6/1/2006 10/1/2006 5/1/2036 2,918.70 9/1/2006
1079069998 Primary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 3,076.67 9/1/2006
1101768786 Primary SFR 360 356 80 6.875 6/1/2006 9/1/2006 5/1/2036 3,389.75 8/1/2006
1116186285 Primary SFR 360 355 71.43 6.5 5/1/2006 9/1/2006 4/1/2036 3,792.41 8/1/2006
1150000619 Primary SFR 360 353 80 6.5 3/1/2006 10/1/2006 2/1/2036 3,109.77 9/1/2006
1175245456 Secondary SFR 360 356 80 6.75 6/1/2006 9/1/2006 5/1/2036 5,967.10 8/1/2006
1175245773 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,691.28 8/1/2006
1182109265 Primary SFR 360 355 48.74 6.75 5/1/2006 9/1/2006 4/1/2036 3,145.70 8/1/2006
1203248676 Primary PUD 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 3,691.28 9/1/2006
1220033847 Primary SFR 360 356 80 6.875 6/1/2006 9/1/2006 5/1/2036 4,099.66 8/1/2006
1227081961 Primary SFR 360 356 69.57 6.5 6/1/2006 9/1/2006 5/1/2036 5,056.54 8/1/2006
1234106950 Primary SFR 360 356 51.58 6.875 6/1/2006 10/1/2006 5/1/2036 4,066.39 9/1/2006
1237061712 Primary Condo 360 356 54.88 6.5 6/1/2006 9/1/2006 5/1/2036 2,844.31 8/1/2006
1264050300 Primary SFR 360 355 63.34 6.625 5/1/2006 9/1/2006 4/1/2036 7,096.57 8/1/2006
1264059225 Primary SFR 360 355 75 6.5 5/1/2006 10/1/2006 4/1/2036 4,266.46 9/1/2006
1279071053 Primary SFR 360 355 51.87 6.75 5/1/2006 10/1/2006 4/1/2036 3,145.70 9/1/2006
1301414685 Primary SFR 360 356 80 6.875 6/1/2006 9/1/2006 5/1/2036 2,759.10 8/1/2006
1391185290 Primary PUD 360 355 80 6.75 5/1/2006 9/1/2006 4/1/2036 5,577.94 8/1/2006
1399006318 Primary SFR 360 356 80 6.75 6/1/2006 9/1/2006 5/1/2036 2,677.50 8/1/2006
1521186725 Primary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 4,040.18 9/1/2006
1522126810 Primary SFR 360 355 36.04 6.75 5/1/2006 9/1/2006 4/1/2036 3,389.57 8/1/2006
1539776569 Primary PUD 360 356 76.92 6.625 6/1/2006 10/1/2006 5/1/2036 4,162.03 9/1/2006
1539792124 Primary PUD 360 355 75 6.875 5/1/2006 10/1/2006 4/1/2036 4,779.16 9/1/2006
1539792554 Primary SFR 360 355 69.54 6.75 5/1/2006 10/1/2006 4/1/2036 3,403.13 9/1/2006
1539796828 Primary PUD 360 355 71.4 6.5 5/1/2006 10/1/2006 4/1/2036 2,340.00 9/1/2006
1539805736 Primary SFR 360 356 71.03 6.625 6/1/2006 10/1/2006 5/1/2036 3,925.11 9/1/2006
1539812390 Primary SFR 360 356 77.04 6.625 6/1/2006 9/1/2006 5/1/2036 2,870.84 8/1/2006
1574375952 Primary SFR 360 352 80 6.625 2/1/2006 9/1/2006 1/1/2036 3,995.55 8/1/2006
1574387893 Primary SFR 360 355 59.48 6.5 5/1/2006 10/1/2006 4/1/2036 3,634.40 9/1/2006
1574422520 Primary SFR 360 356 67.28 6.5 6/1/2006 9/1/2006 5/1/2036 3,912.51 8/1/2006
1574425336 Primary PUD 360 356 64.71 6.5 6/1/2006 10/1/2006 5/1/2036 6,952.75 9/1/2006
1574428957 Primary SFR 360 355 70.88 6.5 5/1/2006 9/1/2006 4/1/2036 3,046.57 8/1/2006
1574431951 Primary SFR 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 3,636.97 8/1/2006
1574437153 Primary SFR 360 356 80 6.875 6/1/2006 10/1/2006 5/1/2036 2,785.38 9/1/2006
1596756144 Primary SFR 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 3,281.70 9/1/2006
1596757555 Primary SFR 360 355 80 7.125 5/1/2006 9/1/2006 4/1/2036 2,612.50 8/1/2006
1596759460 Primary SFR 360 355 75 6.5 5/1/2006 9/1/2006 4/1/2036 5,925.64 8/1/2006
1596762486 Primary PUD 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 2,937.09 8/1/2006
1596763729 Primary SFR 360 355 78.35 6.875 5/1/2006 9/1/2006 4/1/2036 2,805.09 8/1/2006
1596765815 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 3,084.50 8/1/2006
1596765848 Primary Condo 360 355 76 6.625 5/1/2006 9/1/2006 4/1/2036 3,649.78 8/1/2006
1596766192 Primary SFR 360 355 75 6.875 5/1/2006 10/1/2006 4/1/2036 5,271.86 9/1/2006
1596767413 Primary SFR 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 3,559.81 9/1/2006
1596767752 Primary SFR 360 356 78.74 6.75 6/1/2006 10/1/2006 5/1/2036 3,243.00 9/1/2006
1596768960 Primary SFR 360 356 53.19 6.875 6/1/2006 10/1/2006 5/1/2036 4,010.42 9/1/2006
1600193065 Primary SFR 360 356 69.54 6.625 6/1/2006 9/1/2006 5/1/2036 3,201.55 8/1/2006
1609168941 Primary SFR 360 355 74.63 6.75 5/1/2006 9/1/2006 4/1/2036 3,242.99 8/1/2006
1614086595 Primary SFR 360 355 67.3 6.875 5/1/2006 9/1/2006 4/1/2036 3,065.10 8/1/2006
1639218550 Secondary SFR 360 353 65 6.75 3/1/2006 9/1/2006 2/1/2036 8,010.19 8/1/2006
1645141574 Primary SFR 360 355 80 6.75 5/1/2006 9/1/2006 4/1/2036 3,580.26 8/1/2006
1730067403 Primary PUD 360 356 80 6.75 6/1/2006 10/1/2006 5/1/2036 3,165.16 9/1/2006
1742270550 Primary SFR 360 355 41.59 6.5 5/1/2006 9/1/2006 4/1/2036 4,468.73 8/1/2006
1742281331 Primary SFR 360 356 49.88 6.75 6/1/2006 10/1/2006 5/1/2036 4,864.49 9/1/2006
1742282640 Primary Condo 360 355 80 6.625 5/1/2006 10/1/2006 4/1/2036 3,749.67 9/1/2006
1742285649 Secondary Condo 360 355 77.38 6.75 5/1/2006 9/1/2006 4/1/2036 4,215.89 8/1/2006
1742288658 Primary SFR 360 356 77.95 7.25 6/1/2006 9/1/2006 5/1/2036 3,110.73 8/1/2006
1742289537 Primary SFR 360 355 78.69 7.125 5/1/2006 10/1/2006 4/1/2036 2,850.00 9/1/2006
1742291550 Secondary Condo 360 355 75 6.875 5/1/2006 9/1/2006 4/1/2036 2,728.52 8/1/2006
1742295530 Primary PUD 360 356 65.19 6.625 6/1/2006 9/1/2006 5/1/2036 2,817.37 8/1/2006
1742295711 Secondary Condo 360 355 80 6.625 5/1/2006 10/1/2006 4/1/2036 3,739.42 9/1/2006
1742299268 Primary SFR 360 355 80 6.875 5/1/2006 10/1/2006 4/1/2036 2,864.21 9/1/2006
1742311986 Primary SFR 360 356 80 6.875 6/1/2006 11/1/2006 5/1/2036 2,979.17 10/1/2006
1760352599 Primary SFR 360 351 72.61 6.875 1/1/2006 9/1/2006 12/1/2035 2,837.94 8/1/2006
1760396244 Primary SFR 360 353 46.88 6.5 3/1/2006 9/1/2006 2/1/2036 4,740.52 8/1/2006
1760420429 Primary Cooperative 360 354 57.65 6.75 4/1/2006 9/1/2006 3/1/2036 3,178.14 8/1/2006
1760424463 Primary SFR 360 354 80 6.5 4/1/2006 9/1/2006 3/1/2036 4,057.88 8/1/2006
1760434230 Primary SFR 360 356 80 7 6/1/2006 9/1/2006 5/1/2036 4,311.17 8/1/2006
1760435925 Primary SFR 360 355 80 6.625 5/1/2006 10/1/2006 4/1/2036 3,893.10 9/1/2006
1760439008 Secondary SFR 360 355 65 6.5 5/1/2006 10/1/2006 4/1/2036 5,135.56 9/1/2006
1760442341 Primary SFR 360 354 80 6.5 4/1/2006 9/1/2006 3/1/2036 4,040.18 8/1/2006
1760444835 Primary Cooperative 360 356 70.07 6.5 6/1/2006 9/1/2006 5/1/2036 4,424.48 8/1/2006
1760448610 Primary 2-Family 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 3,514.30 9/1/2006
1760449602 Primary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 3,902.08 9/1/2006
1760450215 Primary 2-Family 360 355 85.94 6.75 5/1/2006 10/1/2006 4/1/2036 3,567.29 9/1/2006
1760451149 Primary SFR 360 355 75 6.625 5/1/2006 10/1/2006 4/1/2036 4,922.40 9/1/2006
1760451251 Primary SFR 360 355 74.42 6.75 5/1/2006 9/1/2006 4/1/2036 5,188.79 8/1/2006
1760452640 Primary SFR 360 355 75 6.875 5/1/2006 10/1/2006 4/1/2036 4,089.39 9/1/2006
1760453494 Primary SFR 360 356 65.12 6.5 6/1/2006 10/1/2006 5/1/2036 3,539.59 9/1/2006
1760453701 Primary Cooperative 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,160.35 8/1/2006
1760455456 Primary SFR 360 355 50.25 6.5 5/1/2006 10/1/2006 4/1/2036 3,160.35 9/1/2006
1760457531 Primary 2-Family 360 356 75 6.875 6/1/2006 9/1/2006 5/1/2036 4,187.93 8/1/2006
1760457790 Primary Condo 360 356 80 6.75 6/1/2006 10/1/2006 5/1/2036 2,970.00 9/1/2006
1760460354 Primary 2-Family 360 356 64 6.75 6/1/2006 10/1/2006 5/1/2036 5,188.79 9/1/2006
1760460649 Primary SFR 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 3,073.50 8/1/2006
1760461186 Primary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 3,918.83 8/1/2006
1760464617 Primary 2-Family 360 356 66.67 6.75 6/1/2006 9/1/2006 5/1/2036 4,215.89 8/1/2006
1760466893 Primary 2-Family 360 356 78.32 6.75 6/1/2006 9/1/2006 5/1/2036 3,632.15 8/1/2006
1760467229 Secondary Condo 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 3,008.65 9/1/2006
1761543694 Primary SFR 360 356 75.85 6.5 6/1/2006 9/1/2006 5/1/2036 3,116.10 8/1/2006
1813285046 Primary SFR 360 355 57.89 6.5 5/1/2006 9/1/2006 4/1/2036 3,476.37 8/1/2006
1821289687 Primary SFR 360 355 80 6.75 5/1/2006 9/1/2006 4/1/2036 3,320.30 8/1/2006
1826413193 Primary SFR 360 356 59.03 6.625 6/1/2006 9/1/2006 5/1/2036 3,401.97 8/1/2006
1835132413 Primary SFR 360 356 79.28 6.75 6/1/2006 9/1/2006 5/1/2036 2,853.83 8/1/2006
1844402246 Primary SFR 360 355 59.79 6.875 5/1/2006 9/1/2006 4/1/2036 2,956.18 8/1/2006
1844421116 Primary SFR 360 354 72.13 6.5 4/1/2006 9/1/2006 3/1/2036 2,781.10 8/1/2006
1844486723 Primary SFR 360 355 77.92 6.5 5/1/2006 9/1/2006 4/1/2036 3,792.41 8/1/2006
1845566679 Secondary SFR 360 355 80 6.75 5/1/2006 10/1/2006 4/1/2036 3,761.87 9/1/2006
35485184 Primary SFR 360 355 66.67 6.625 5/1/2006 9/1/2006 4/1/2036 6,403.11 8/1/2006
34179267 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,099.16 8/1/2006
34988030 Primary SFR 360 354 67.06 6.5 4/1/2006 9/1/2006 3/1/2036 3,602.79 8/1/2006
35452770 Secondary SFR 360 355 75 6.75 5/1/2006 10/1/2006 4/1/2036 3,653.23 9/1/2006
32146649 Secondary SFR 360 355 54.72 6.75 5/1/2006 9/1/2006 4/1/2036 5,072.04 8/1/2006
203252622 Primary SFR 360 355 80 6.75 5/1/2006 10/1/2006 4/1/2036 3,087.33 9/1/2006
203053780 Primary SFR 360 355 42.5 6.5 5/1/2006 9/1/2006 4/1/2036 3,357.87 8/1/2006
203260591 Primary Condo 360 355 57.78 6.5 5/1/2006 9/1/2006 4/1/2036 3,286.76 8/1/2006
144378262 Primary SFR 360 355 68.27 6.5 5/1/2006 9/1/2006 4/1/2036 3,236.19 8/1/2006
202877155 Primary SFR 360 355 67.59 6.625 5/1/2006 9/1/2006 4/1/2036 3,137.52 8/1/2006
203148069 Primary PUD 360 355 68.06 6.5 5/1/2006 10/1/2006 4/1/2036 3,097.13 9/1/2006
203169909 Primary SFR 360 355 80 6.875 5/1/2006 9/1/2006 4/1/2036 4,362.01 8/1/2006
202960258 Primary SFR 360 355 66.67 6.75 5/1/2006 9/1/2006 4/1/2036 6,485.98 8/1/2006
203227418 Primary SFR 360 355 80 6.75 5/1/2006 10/1/2006 4/1/2036 3,632.15 9/1/2006
203241021 Primary SFR 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 3,058.13 8/1/2006
144860301 Primary SFR 360 355 75 6.75 5/1/2006 10/1/2006 4/1/2036 4,134.82 9/1/2006
203048681 Investor 2-Family 360 355 67.52 6.5 5/1/2006 9/1/2006 4/1/2036 2,765.30 8/1/2006
203266481 Primary SFR 360 355 65.23 6.75 5/1/2006 10/1/2006 4/1/2036 3,152.19 9/1/2006
203124458 Primary SFR 360 355 80 6.5 5/1/2006 10/1/2006 4/1/2036 4,171.65 9/1/2006
144934791 Primary SFR 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,691.28 8/1/2006
203346168 Primary PUD 360 355 73.4 6.5 5/1/2006 10/1/2006 4/1/2036 3,920.40 9/1/2006
203210380 Primary SFR 360 355 68.97 6.5 5/1/2006 9/1/2006 4/1/2036 3,160.34 8/1/2006
203077680 Primary SFR 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 3,304.00 8/1/2006
203237706 Primary SFR 360 355 69.02 6.5 5/1/2006 9/1/2006 4/1/2036 4,013.63 8/1/2006
203220116 Investor SFR 360 355 60.61 6.5 5/1/2006 9/1/2006 4/1/2036 3,160.34 8/1/2006
203269345 Primary PUD 360 355 75 6.625 5/1/2006 9/1/2006 4/1/2036 3,169.54 8/1/2006
203216239 Primary SFR 360 356 76.92 6.625 6/1/2006 9/1/2006 5/1/2036 3,201.56 8/1/2006
203365267 Primary PUD 360 355 80 6.75 5/1/2006 9/1/2006 4/1/2036 3,320.82 8/1/2006
34423731 Primary SFR 360 355 79.23 6.5 5/1/2006 10/1/2006 4/1/2036 3,255.15 9/1/2006
37510237 Primary SFR 360 355 69.25 6.75 5/1/2006 9/1/2006 4/1/2036 3,009.50 8/1/2006
144774163 Primary SFR 360 355 36.63 6.5 5/1/2006 10/1/2006 4/1/2036 6,320.69 9/1/2006
203320031 Primary SFR 360 355 74.67 7 5/1/2006 9/1/2006 4/1/2036 3,725.69 8/1/2006
203165618 Primary 2-Family 360 355 67.39 6.625 5/1/2006 9/1/2006 4/1/2036 4,962.41 8/1/2006
202852620 Primary SFR 360 355 64.44 6.5 5/1/2006 9/1/2006 4/1/2036 3,299.40 8/1/2006
144671971 Primary 2-Family 360 355 53.75 6.5 5/1/2006 9/1/2006 4/1/2036 4,076.84 8/1/2006
203137229 Primary SFR 360 355 66.25 6.75 5/1/2006 9/1/2006 4/1/2036 3,437.57 8/1/2006
202970877 Secondary SFR 360 355 65 6.625 5/1/2006 9/1/2006 4/1/2036 12,407.63 8/1/2006
29598422 Primary SFR 360 356 75.18 6.625 6/1/2006 9/1/2006 5/1/2036 3,393.65 8/1/2006
29893443 Primary SFR 360 352 78.08 6.5 2/1/2006 9/1/2006 1/1/2036 4,007.31 8/1/2006
30722045 Primary SFR 360 356 65.12 6.625 6/1/2006 9/1/2006 5/1/2036 2,881.40 8/1/2006
35226414 Secondary SFR 360 356 75 6.625 6/1/2006 9/1/2006 5/1/2036 3,481.69 8/1/2006
35392919 Primary SFR 360 356 48.94 6.75 6/1/2006 9/1/2006 5/1/2036 7,458.88 8/1/2006
144104668 Primary SFR 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 3,765.03 8/1/2006
144108453 Primary SFR 360 356 80 6.5 6/1/2006 10/1/2006 5/1/2036 3,792.41 9/1/2006
144550175 Primary SFR 360 356 73.86 6.5 6/1/2006 9/1/2006 5/1/2036 4,108.45 8/1/2006
144608312 Primary PUD 360 356 75 6.5 6/1/2006 9/1/2006 5/1/2036 3,152.44 8/1/2006
144708005 Secondary Condo 360 356 80 6.75 6/1/2006 9/1/2006 5/1/2036 2,983.56 8/1/2006
144728011 Secondary PUD 360 356 68.97 6.625 6/1/2006 9/1/2006 5/1/2036 3,201.56 8/1/2006
144768397 Primary PUD 360 356 68.92 6.5 6/1/2006 9/1/2006 5/1/2036 3,223.55 8/1/2006
144861184 Primary SFR 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 2,583.75 8/1/2006
144863545 Primary Condo 360 356 71.94 6.75 6/1/2006 9/1/2006 5/1/2036 3,243.00 8/1/2006
144867470 Primary SFR 360 356 71.54 6.875 6/1/2006 10/1/2006 5/1/2036 3,054.72 9/1/2006
144936366 Primary SFR 360 356 65.09 6.875 6/1/2006 9/1/2006 5/1/2036 3,613.11 8/1/2006
144937174 Primary PUD 360 356 51.03 6.625 6/1/2006 9/1/2006 5/1/2036 4,738.31 8/1/2006
144959566 Primary SFR 360 356 70 6.75 6/1/2006 10/1/2006 5/1/2036 4,540.19 9/1/2006
144961117 Primary SFR 360 356 67.52 6.75 6/1/2006 10/1/2006 5/1/2036 2,912.21 9/1/2006
203123310 Primary PUD 360 355 80 6.5 5/1/2006 9/1/2006 4/1/2036 3,033.30 8/1/2006
203173232 Primary PUD 360 355 80 6.625 5/1/2006 9/1/2006 4/1/2036 4,174.83 8/1/2006
203248604 Primary SFR 360 356 78.99 6.875 6/1/2006 9/1/2006 5/1/2036 3,191.37 8/1/2006
203250295 Primary PUD 360 356 75.98 6.625 6/1/2006 9/1/2006 5/1/2036 3,038.28 8/1/2006
203258520 Primary SFR 360 356 78.66 6.625 6/1/2006 9/1/2006 5/1/2036 3,560.94 8/1/2006
203266598 Primary PUD 360 355 80 6.5 5/1/2006 11/1/2006 4/1/2036 3,868.26 10/1/2006
203275359 Primary SFR 360 356 54 6.5 6/1/2006 9/1/2006 5/1/2036 3,836.66 8/1/2006
203276969 Primary SFR 360 356 61.64 6.5 6/1/2006 9/1/2006 5/1/2036 2,844.31 8/1/2006
203277603 Primary PUD 360 356 80 6.75 6/1/2006 9/1/2006 5/1/2036 2,806.49 8/1/2006
203280169 Primary PUD 360 356 77.54 6.5 6/1/2006 10/1/2006 5/1/2036 3,185.63 9/1/2006
203281209 Primary SFR 360 356 75 6.625 6/1/2006 10/1/2006 5/1/2036 3,721.81 9/1/2006
203281373 Primary SFR 360 355 78.73 7 5/1/2006 9/1/2006 4/1/2036 3,299.90 8/1/2006
203282025 Primary SFR 360 356 53 6.5 6/1/2006 9/1/2006 5/1/2036 3,157.92 8/1/2006
203288071 Secondary Condo 360 356 57.83 6.75 6/1/2006 9/1/2006 5/1/2036 3,281.91 8/1/2006
203324314 Primary PUD 360 356 75.58 6.5 6/1/2006 10/1/2006 5/1/2036 3,090.82 9/1/2006
203329933 Primary SFR 360 355 54.35 6.625 5/1/2006 9/1/2006 4/1/2036 3,201.55 8/1/2006
203332002 Primary SFR 360 356 77.09 6.625 6/1/2006 9/1/2006 5/1/2036 5,429.84 8/1/2006
203333760 Primary PUD 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 3,222.05 8/1/2006
203341771 Primary SFR 360 356 73.44 6.625 6/1/2006 10/1/2006 5/1/2036 2,594.79 9/1/2006
203366000 Primary SFR 360 356 78.95 6.5 6/1/2006 10/1/2006 5/1/2036 4,062.50 9/1/2006
203366752 Primary PUD 360 356 74.45 6.5 6/1/2006 9/1/2006 5/1/2036 2,800.07 8/1/2006
203367156 Primary SFR 360 356 80 6.75 6/1/2006 9/1/2006 5/1/2036 3,294.88 8/1/2006
203387592 Primary PUD 360 356 69.81 6.625 6/1/2006 11/1/2006 5/1/2036 2,961.44 10/1/2006
203388715 Primary PUD 360 356 61.05 6.75 6/1/2006 9/1/2006 5/1/2036 3,405.15 8/1/2006
203392378 Primary PUD 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 2,945.44 8/1/2006
203405865 Primary SFR 360 356 49.43 6.625 6/1/2006 9/1/2006 5/1/2036 4,430.96 8/1/2006
203408190 Primary SFR 360 356 45.14 6.625 6/1/2006 9/1/2006 5/1/2036 4,609.90 8/1/2006
203412705 Investor SFR 360 356 75 6.75 6/1/2006 9/1/2006 5/1/2036 4,022.93 8/1/2006
203418371 Investor SFR 360 356 50 6.75 6/1/2006 9/1/2006 5/1/2036 4,215.89 8/1/2006
203419627 Primary PUD 360 356 42.45 6.75 6/1/2006 9/1/2006 5/1/2036 3,028.96 8/1/2006
203436027 Primary Condo 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 3,975.06 8/1/2006
37751914 Investor SFR 360 357 80 7 7/1/2006 9/1/2006 6/1/2036 3,981.18 8/1/2006
203506878 Primary SFR 360 357 68.49 6.5 7/1/2006 10/1/2006 6/1/2036 3,160.35 9/1/2006
37792215 Primary SFR 360 357 68.18 6.75 7/1/2006 10/1/2006 6/1/2036 4,864.49 9/1/2006
35572445 Secondary SFR 360 357 65 7 7/1/2006 10/1/2006 6/1/2036 3,027.13 9/1/2006
35036789 Primary SFR 360 357 74.99 6.625 7/1/2006 11/1/2006 6/1/2036 3,932.79 10/1/2006
144995024 Primary SFR 360 357 79.15 6.875 7/1/2006 9/1/2006 6/1/2036 3,431.80 8/1/2006
145216008 Primary PUD 360 357 51.68 6.75 7/1/2006 9/1/2006 6/1/2036 4,189.95 8/1/2006
203438940 Secondary SFR 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 3,539.58 8/1/2006
36979631 Secondary SFR 360 357 55.85 6.75 7/1/2006 10/1/2006 6/1/2036 7,063.23 9/1/2006
203505847 Primary SFR 360 357 64.83 6.875 7/1/2006 9/1/2006 6/1/2036 3,747.78 8/1/2006
203581830 Secondary Condo 360 357 80 7 7/1/2006 9/1/2006 6/1/2036 3,911.32 8/1/2006
203443015 Primary Condo 360 357 73.17 6.5 7/1/2006 10/1/2006 6/1/2036 4,740.52 9/1/2006
203466800 Primary SFR 360 357 65.91 6.625 7/1/2006 9/1/2006 6/1/2036 3,713.80 8/1/2006
203451844 Primary Condo 360 357 55.49 6.625 7/1/2006 9/1/2006 6/1/2036 5,762.80 8/1/2006
203509310 Primary SFR 360 357 56.84 6.625 7/1/2006 9/1/2006 6/1/2036 3,457.68 8/1/2006
203472691 Primary PUD 360 357 43.17 6.875 7/1/2006 9/1/2006 6/1/2036 2,967.71 8/1/2006
145003307 Primary PUD 360 357 80 6.625 7/1/2006 10/1/2006 6/1/2036 2,868.60 9/1/2006
144420486 Investor SFR 360 357 63.23 6.75 7/1/2006 11/1/2006 6/1/2036 3,178.14 10/1/2006
203588702 Primary PUD 360 357 67.62 6.75 7/1/2006 10/1/2006 6/1/2036 3,993.75 9/1/2006
203546825 Primary SFR 360 357 80 6.875 7/1/2006 9/1/2006 6/1/2036 3,613.11 8/1/2006
203570544 Primary SFR 360 357 68.06 6.75 7/1/2006 10/1/2006 6/1/2036 4,215.89 9/1/2006
144121746 Primary SFR 360 357 80 6.5 7/1/2006 9/1/2006 6/1/2036 4,399.19 8/1/2006
31612872 Primary SFR 360 357 46.09 6.875 7/1/2006 9/1/2006 6/1/2036 9,689.70 8/1/2006
203346283 Investor SFR 360 357 77.84 7 7/1/2006 10/1/2006 6/1/2036 4,324.47 9/1/2006
144125887 Primary SFR 360 357 74.76 6.75 7/1/2006 9/1/2006 6/1/2036 5,091.50 8/1/2006
35055086 Primary SFR 360 357 79.76 6.5 7/1/2006 9/1/2006 6/1/2036 5,056.54 8/1/2006
203498084 Primary PUD 360 357 66.99 6.75 7/1/2006 10/1/2006 6/1/2036 3,437.57 9/1/2006
203423926 Primary SFR 360 357 68.97 6.5 7/1/2006 9/1/2006 6/1/2036 3,160.34 8/1/2006
203541974 Primary SFR 360 357 80 6.875 7/1/2006 10/1/2006 6/1/2036 4,308.33 9/1/2006
203436449 Primary SFR 360 357 68.4 6.625 7/1/2006 10/1/2006 6/1/2036 4,051.25 9/1/2006
37211331 Primary SFR 360 357 45.14 6.75 7/1/2006 9/1/2006 6/1/2036 9,728.97 8/1/2006
145002358 Primary SFR 360 357 60.17 6.75 7/1/2006 9/1/2006 6/1/2036 4,605.05 8/1/2006
145128518 Primary SFR 360 357 68.48 6.5 7/1/2006 10/1/2006 6/1/2036 2,318.33 9/1/2006
203190327 Primary Condo 360 357 60.14 6.75 7/1/2006 9/1/2006 6/1/2036 2,847.35 8/1/2006
35413145 Secondary SFR 360 357 77.87 6.75 7/1/2006 10/1/2006 6/1/2036 3,535.51 9/1/2006
203530522 Primary SFR 360 357 67.19 6.5 7/1/2006 9/1/2006 6/1/2036 4,076.84 8/1/2006
203509377 Secondary SFR 360 357 64.71 6.75 7/1/2006 9/1/2006 6/1/2036 3,567.29 8/1/2006
203496260 Primary SFR 360 357 76.47 6.75 7/1/2006 10/1/2006 6/1/2036 4,215.89 9/1/2006
144996873 Investor 2-Family 360 357 70 6.875 7/1/2006 9/1/2006 6/1/2036 3,087.95 8/1/2006
203542337 Primary SFR 360 357 79.79 6.875 7/1/2006 9/1/2006 6/1/2036 3,013.99 8/1/2006
203501036 Primary PUD 360 357 77.54 6.625 7/1/2006 10/1/2006 6/1/2036 5,061.66 9/1/2006
144103041 Primary SFR 360 356 80 6.875 6/1/2006 10/1/2006 5/1/2036 3,752.89 9/1/2006
203559737 Primary SFR 360 357 74.53 6.75 7/1/2006 9/1/2006 6/1/2036 2,827.89 8/1/2006
203311691 Secondary Condo 360 356 85 6.75 6/1/2006 10/1/2006 5/1/2036 4,052.12 9/1/2006
203554134 Primary SFR 360 357 53.76 6.75 7/1/2006 9/1/2006 6/1/2036 3,243.00 8/1/2006
203508221 Secondary SFR 360 357 43.32 7.125 7/1/2006 9/1/2006 6/1/2036 5,325.74 8/1/2006
144106697 Primary SFR 360 357 62.5 6.75 7/1/2006 10/1/2006 6/1/2036 4,921.88 9/1/2006
203663844 Primary SFR 360 357 80 6.75 7/1/2006 9/1/2006 6/1/2036 3,554.32 8/1/2006
203546445 Primary Condo 360 357 80 6.625 7/1/2006 9/1/2006 6/1/2036 3,124.72 8/1/2006
203512199 Primary SFR 360 357 70.31 6.875 7/1/2006 9/1/2006 6/1/2036 2,956.18 8/1/2006
203453071 Primary SFR 360 357 74.13 6.75 7/1/2006 9/1/2006 6/1/2036 4,190.63 8/1/2006
203401559 Primary SFR 360 357 80 6.5 7/1/2006 10/1/2006 6/1/2036 2,897.40 9/1/2006
203287008 Primary PUD 360 357 78.87 6.5 7/1/2006 10/1/2006 6/1/2036 3,122.42 9/1/2006
203638739 Primary SFR 360 358 80 6.875 8/1/2006 10/1/2006 7/1/2036 3,705.08 9/1/2006
203532031 Primary PUD 360 357 80 6.75 7/1/2006 9/1/2006 6/1/2036 3,476.49 8/1/2006
203533567 Primary PUD 360 357 65.77 6.5 7/1/2006 10/1/2006 6/1/2036 3,596.15 9/1/2006
203390489 Primary SFR 360 357 80 6.875 7/1/2006 10/1/2006 6/1/2036 4,204.34 9/1/2006
203461694 Primary PUD 360 356 80 6.5 6/1/2006 9/1/2006 5/1/2036 3,094.61 8/1/2006
145210761 Primary SFR 360 357 70 6.625 7/1/2006 10/1/2006 6/1/2036 3,002.42 9/1/2006
203440789 Secondary PUD 360 357 80 6.75 7/1/2006 10/1/2006 6/1/2036 3,990.18 9/1/2006
144871951 Primary Condo 360 357 75.76 6.875 7/1/2006 9/1/2006 6/1/2036 3,284.65 8/1/2006
144126034 Primary PUD 360 357 79.17 6.5 7/1/2006 10/1/2006 6/1/2036 4,108.44 9/1/2006
203438429 Primary SFR 360 357 61.11 6.5 7/1/2006 9/1/2006 6/1/2036 3,476.38 8/1/2006
203496385 Primary SFR 360 357 63.8 6.5 7/1/2006 9/1/2006 6/1/2036 3,185.63 8/1/2006
203647870 Primary SFR 360 357 72.22 7 7/1/2006 9/1/2006 6/1/2036 4,324.47 8/1/2006
203407275 Primary PUD 360 357 80 6.5 7/1/2006 9/1/2006 6/1/2036 3,109.77 8/1/2006
144862547 Primary SFR 360 357 80 6.75 7/1/2006 9/1/2006 6/1/2036 3,865.65 8/1/2006
203353883 Primary SFR 360 356 57.85 6.625 6/1/2006 10/1/2006 5/1/2036 3,137.52 9/1/2006
144721941 Primary PUD 360 357 79.28 6.5 7/1/2006 9/1/2006 6/1/2036 3,918.83 8/1/2006
203449756 Primary PUD 360 357 66.45 6.5 7/1/2006 9/1/2006 6/1/2036 3,191.94 8/1/2006
203520432 Primary SFR 360 357 76.19 7.125 7/1/2006 9/1/2006 6/1/2036 3,772.82 8/1/2006
145002713 Primary Condo 360 357 66.91 6.75 7/1/2006 10/1/2006 6/1/2036 2,951.13 9/1/2006
203417696 Primary SFR 360 356 78 6.75 6/1/2006 9/1/2006 5/1/2036 2,782.49 8/1/2006
145210332 Primary SFR 360 357 80 6.75 7/1/2006 10/1/2006 6/1/2036 3,896.26 9/1/2006
144919206 Primary SFR 360 357 80 6.75 7/1/2006 10/1/2006 6/1/2036 3,709.99 9/1/2006
35074947 Primary SFR 360 357 64.15 6.75 7/1/2006 10/1/2006 6/1/2036 3,486.86 9/1/2006
203360904 Primary SFR 360 356 69.23 6.5 6/1/2006 9/1/2006 5/1/2036 2,844.31 8/1/2006
203461355 Primary SFR 360 357 74.78 6.75 7/1/2006 10/1/2006 6/1/2036 2,788.98 9/1/2006
203563762 Primary SFR 360 357 24.53 6.75 7/1/2006 9/1/2006 6/1/2036 4,215.89 8/1/2006
202596078 Primary PUD 360 357 80 6.625 7/1/2006 9/1/2006 6/1/2036 2,999.86 8/1/2006
203364773 Primary SFR 360 356 60.61 6.5 6/1/2006 9/1/2006 5/1/2036 6,320.68 8/1/2006
203402300 Primary SFR 360 356 54.95 6.75 6/1/2006 10/1/2006 5/1/2036 3,243.00 9/1/2006
203474143 Primary Condo 360 356 80 6.625 6/1/2006 9/1/2006 5/1/2036 2,850.66 8/1/2006
36549939 Secondary Condo 360 357 65 7.125 7/1/2006 9/1/2006 6/1/2036 4,160.21 8/1/2006
144996477 Primary SFR 360 357 75 6.875 7/1/2006 9/1/2006 6/1/2036 2,759.11 8/1/2006
144993615 Primary SFR 360 357 52.94 6.75 7/1/2006 9/1/2006 6/1/2036 2,918.70 8/1/2006
144686219 Primary SFR 360 357 74.96 6.875 7/1/2006 10/1/2006 6/1/2036 3,777.35 9/1/2006
203386008 Primary SFR 360 357 76.44 6.75 7/1/2006 9/1/2006 6/1/2036 3,093.81 8/1/2006
203228523 Secondary PUD 360 355 70 6.5 5/1/2006 10/1/2006 4/1/2036 2,986.52 9/1/2006
203570700 Primary PUD 360 357 45.45 7 7/1/2006 9/1/2006 6/1/2036 2,916.67 8/1/2006
203603816 Primary SFR 360 357 74.97 6.75 7/1/2006 9/1/2006 6/1/2036 3,476.49 8/1/2006
144987500 Primary PUD 360 357 75 6.75 7/1/2006 10/1/2006 6/1/2036 3,256.88 9/1/2006
144995255 Primary SFR 360 357 75 6.875 7/1/2006 9/1/2006 6/1/2036 3,079.36 8/1/2006
203385075 Primary SFR 360 356 73.2 6.75 6/1/2006 9/1/2006 5/1/2036 3,560.80 8/1/2006
144921343 Primary PUD 360 357 39.62 6.75 7/1/2006 9/1/2006 6/1/2036 2,724.12 8/1/2006
144969219 Primary SFR 360 357 80 6.875 7/1/2006 9/1/2006 6/1/2036 4,782.45 8/1/2006
144995214 Primary SFR 360 357 69.58 6.75 7/1/2006 9/1/2006 6/1/2036 3,145.71 8/1/2006
203496658 Primary SFR 360 357 79.64 6.5 7/1/2006 10/1/2006 6/1/2036 2,819.02 9/1/2006
3062111590 Primary PUD 360 356 37.05 6.875 6/1/2006 9/1/2006 5/1/2036 3,468.58 8/1/2006
3062643220 Primary PUD 360 357 80 6.75 7/1/2006 9/1/2006 6/1/2036 3,658.09 8/1/2006
66722935 Primary SFR 360 356 53.53 6.875 6/1/2006 9/1/2006 5/1/2036 2,989.03 8/1/2006
66738907 Primary SFR 360 356 64.11 6.75 6/1/2006 10/1/2006 5/1/2036 3,638.64 9/1/2006
66759143 Primary PUD 360 357 67.22 6.75 7/1/2006 9/1/2006 6/1/2036 3,139.15 8/1/2006
66769134 Primary SFR 360 357 76.38 6.875 7/1/2006 9/1/2006 6/1/2036 3,186.10 8/1/2006
3061029454 Secondary SFR 360 357 70.32 6.75 7/1/2006 9/1/2006 6/1/2036 2,873.29 8/1/2006
3061037192 Primary SFR 360 357 62.87 6.875 7/1/2006 9/1/2006 6/1/2036 3,448.88 8/1/2006
3061345710 Primary PUD 360 356 80 6.75 6/1/2006 9/1/2006 5/1/2036 3,372.71 8/1/2006
3061346700 Primary SFR 360 357 73.48 6.75 7/1/2006 9/1/2006 6/1/2036 2,892.75 8/1/2006
3061396572 Primary PUD 360 356 48 6.75 6/1/2006 10/1/2006 5/1/2036 3,580.26 9/1/2006
3061397992 Primary SFR 360 356 76.96 6.875 6/1/2006 9/1/2006 5/1/2036 3,159.83 8/1/2006
3061406975 Primary SFR 360 357 79.74 6.875 7/1/2006 9/1/2006 6/1/2036 4,007.27 8/1/2006
3061593392 Primary SFR 360 357 80 6.875 7/1/2006 9/1/2006 6/1/2036 3,232.09 8/1/2006
3061677757 Primary Condo 360 356 72.76 6.75 6/1/2006 9/1/2006 5/1/2036 3,586.75 8/1/2006
3061704981 Primary SFR 360 356 54.24 6.75 6/1/2006 9/1/2006 5/1/2036 4,397.50 8/1/2006
3061905315 Primary Condo 360 357 78.05 6.875 7/1/2006 10/1/2006 6/1/2036 3,153.26 9/1/2006
3061907154 Primary SFR 360 356 72.73 6.75 6/1/2006 9/1/2006 5/1/2036 3,019.22 8/1/2006
3061953109 Primary SFR 360 356 66.1 6.75 6/1/2006 9/1/2006 5/1/2036 3,414.87 8/1/2006
3061960435 Primary SFR 360 356 65.92 6.75 6/1/2006 9/1/2006 5/1/2036 3,035.44 8/1/2006
3061960591 Primary SFR 360 356 69.94 6.75 6/1/2006 9/1/2006 5/1/2036 3,969.42 8/1/2006
3062007665 Primary SFR 360 356 74.68 6.875 6/1/2006 9/1/2006 5/1/2036 3,691.94 8/1/2006
3062120963 Primary SFR 360 356 43.03 6.875 6/1/2006 9/1/2006 5/1/2036 3,041.59 8/1/2006
3062131887 Secondary SFR 360 356 80 7.125 6/1/2006 10/1/2006 5/1/2036 4,177.06 9/1/2006
3062132166 Secondary SFR 360 356 80 6.75 6/1/2006 9/1/2006 5/1/2036 3,372.71 8/1/2006
3062133230 Primary SFR 360 356 79.47 6.75 6/1/2006 10/1/2006 5/1/2036 3,891.59 9/1/2006
3062133958 Primary SFR 360 356 61.38 6.75 6/1/2006 9/1/2006 5/1/2036 5,474.17 8/1/2006
3062139534 Primary SFR 360 357 45.33 6.75 7/1/2006 9/1/2006 6/1/2036 4,410.47 8/1/2006
3062141209 Primary SFR 360 357 67.95 6.875 7/1/2006 9/1/2006 6/1/2036 5,222.58 8/1/2006
3062165422 Primary SFR 360 356 65.35 6.75 6/1/2006 9/1/2006 5/1/2036 4,280.75 8/1/2006
3062166651 Primary Condo 360 357 80 6.875 7/1/2006 9/1/2006 6/1/2036 2,785.38 8/1/2006
3062202944 Primary SFR 360 357 79.1 6.875 7/1/2006 10/1/2006 6/1/2036 4,624.78 9/1/2006
3062313709 Primary PUD 360 357 50.39 6.75 7/1/2006 9/1/2006 6/1/2036 4,151.03 8/1/2006
3062314954 Primary SFR 360 356 60.59 6.75 6/1/2006 9/1/2006 5/1/2036 3,340.28 8/1/2006
3062315696 Primary SFR 360 357 80 6.75 7/1/2006 9/1/2006 6/1/2036 3,165.16 8/1/2006
3062374115 Primary PUD 360 357 79.52 6.875 7/1/2006 9/1/2006 6/1/2036 4,335.73 8/1/2006
3062385996 Primary Condo 360 357 79.93 7.125 7/1/2006 9/1/2006 6/1/2036 3,193.43 8/1/2006
3062396308 Primary 2-Family 360 357 39.61 6.75 7/1/2006 9/1/2006 6/1/2036 3,982.39 8/1/2006
3062398833 Primary SFR 360 357 60.45 6.75 7/1/2006 9/1/2006 6/1/2036 5,253.64 8/1/2006
3062497965 Primary PUD 360 357 68.72 6.75 7/1/2006 9/1/2006 6/1/2036 4,345.61 8/1/2006
3062498690 Primary Condo 360 356 80 6.875 6/1/2006 9/1/2006 5/1/2036 3,205.81 8/1/2006
3062509181 Primary PUD 360 357 71.94 6.875 7/1/2006 9/1/2006 6/1/2036 4,631.35 8/1/2006
3062509835 Primary SFR 360 357 80 6.75 7/1/2006 9/1/2006 6/1/2036 3,191.10 8/1/2006
3062510304 Primary SFR 360 357 80 6.75 7/1/2006 9/1/2006 6/1/2036 4,514.24 8/1/2006
3062511575 Primary SFR 360 357 63.71 7 7/1/2006 9/1/2006 6/1/2036 3,503.82 8/1/2006
3062620608 Primary PUD 360 357 80 6.75 7/1/2006 9/1/2006 6/1/2036 3,268.93 8/1/2006
3062626266 Primary SFR 360 357 80 6.875 7/1/2006 10/1/2006 6/1/2036 4,729.89 9/1/2006
3062631985 Primary SFR 360 357 72.71 6.875 7/1/2006 9/1/2006 6/1/2036 3,343.77 8/1/2006
3062678440 Primary SFR 360 356 80 6.75 6/1/2006 10/1/2006 5/1/2036 2,849.68 9/1/2006
3062683457 Primary SFR 360 357 63.61 6.875 7/1/2006 9/1/2006 6/1/2036 3,008.73 8/1/2006
3062684075 Primary SFR 360 356 49.23 6.875 6/1/2006 9/1/2006 5/1/2036 5,255.43 8/1/2006
3062713676 Investor SFR 360 357 50 7 7/1/2006 9/1/2006 6/1/2036 3,326.51 8/1/2006
3062714369 Primary SFR 360 356 61.72 6.75 6/1/2006 9/1/2006 5/1/2036 3,142.46 8/1/2006
3062718089 Primary PUD 360 357 52.93 6.75 7/1/2006 9/1/2006 6/1/2036 5,156.35 8/1/2006
3062720580 Primary SFR 360 357 77.67 6.875 7/1/2006 9/1/2006 6/1/2036 3,632.82 8/1/2006
3062720663 Primary SFR 360 357 71.14 6.75 7/1/2006 9/1/2006 6/1/2036 4,060.22 8/1/2006
3062748300 Primary Condo 360 356 64.44 6.75 6/1/2006 9/1/2006 5/1/2036 2,821.40 8/1/2006
3062768381 Primary SFR 360 357 66.04 6.875 7/1/2006 9/1/2006 6/1/2036 5,110.91 8/1/2006
3062803410 Primary SFR 360 356 44.71 6.75 6/1/2006 9/1/2006 5/1/2036 3,697.01 8/1/2006
3062804996 Primary PUD 360 357 41.21 6.75 7/1/2006 9/1/2006 6/1/2036 3,742.41 8/1/2006
3062810803 Primary PUD 360 357 43 6.875 7/1/2006 9/1/2006 6/1/2036 7,061.99 8/1/2006
3062815232 Primary SFR 360 357 79.67 6.875 7/1/2006 9/1/2006 6/1/2036 3,218.95 8/1/2006
3062932557 Primary SFR 360 357 80 6.75 7/1/2006 9/1/2006 6/1/2036 3,268.93 8/1/2006
3062963768 Primary PUD 360 357 64.86 6.875 7/1/2006 10/1/2006 6/1/2036 2,982.46 9/1/2006
3063033850 Primary PUD 240 237 53.71 6.875 7/1/2006 9/1/2006 6/1/2026 3,608.72 8/1/2006
3063035319 Primary SFR 360 357 70 6.875 7/1/2006 10/1/2006 6/1/2036 7,357.60 9/1/2006
3062789650 Primary SFR 360 357 70 7.125 7/1/2006 10/1/2006 6/1/2036 6,484.54 9/1/2006
3061166389 Primary SFR 360 356 75 6.75 6/1/2006 9/1/2006 5/1/2036 2,991.66 8/1/2006
3061873034 Primary SFR 360 357 80 6.875 7/1/2006 9/1/2006 6/1/2036 2,943.04 8/1/2006
3062025162 Primary SFR 360 357 80 6.75 7/1/2006 10/1/2006 6/1/2036 4,151.03 9/1/2006
3061876144 Primary SFR 360 357 40.91 6.875 7/1/2006 9/1/2006 6/1/2036 2,956.18 8/1/2006
3061745901 Primary PUD 360 357 90 7 7/1/2006 10/1/2006 6/1/2036 4,131.53 9/1/2006
3062412394 Primary SFR 360 356 80 6.75 6/1/2006 9/1/2006 5/1/2036 3,502.43 8/1/2006
3062661974 Primary SFR 360 357 61.33 6.875 7/1/2006 9/1/2006 6/1/2036 7,679.50 8/1/2006
3062472737 Primary PUD 360 357 80 6.875 7/1/2006 10/1/2006 6/1/2036 3,888.49 9/1/2006
66756982 Primary SFR 360 357 74.86 6.75 7/1/2006 9/1/2006 6/1/2036 4,345.61 8/1/2006
3062347673 Primary Condo 360 357 80 7.125 7/1/2006 10/1/2006 6/1/2036 3,045.21 9/1/2006
3062215664 Primary SFR 360 356 80 6.75 6/1/2006 9/1/2006 5/1/2036 5,707.66 8/1/2006
3062519750 Primary SFR 360 357 80 6.75 7/1/2006 9/1/2006 6/1/2036 4,208.10 8/1/2006
3061805515 Secondary SFR 360 356 80 6.75 6/1/2006 9/1/2006 5/1/2036 3,048.41 8/1/2006
3061857383 Primary SFR 360 357 80 7 7/1/2006 10/1/2006 6/1/2036 3,166.84 9/1/2006
3061880195 Primary SFR 360 357 80 6.875 7/1/2006 9/1/2006 6/1/2036 3,468.58 8/1/2006
3062082080 Primary PUD 360 356 61.11 6.75 6/1/2006 9/1/2006 5/1/2036 3,567.29 8/1/2006
642642045 Primary SFR 360 356 64.9 7.75 6/1/2006 10/1/2006 5/1/2036 4,649.52 9/1/2006
3061160523 Primary 2-Family 360 357 79.35 6.875 7/1/2006 9/1/2006 6/1/2036 3,544.79 8/1/2006
3061802413 Primary Condo 360 357 75 6.75 7/1/2006 10/1/2006 6/1/2036 3,332.17 9/1/2006
3061850594 Primary SFR 360 356 80 6.75 6/1/2006 10/1/2006 5/1/2036 2,957.61 9/1/2006
3061853762 Primary SFR 360 357 69.44 6.75 7/1/2006 10/1/2006 6/1/2036 4,053.74 9/1/2006
3061853788 Primary SFR 360 357 64.9 6.875 7/1/2006 10/1/2006 6/1/2036 3,048.15 9/1/2006
3062453315 Primary SFR 360 356 80 6.75 6/1/2006 9/1/2006 5/1/2036 3,377.90 8/1/2006
3062996537 Secondary SFR 360 357 52.51 6.875 7/1/2006 9/1/2006 6/1/2036 3,284.64 8/1/2006
3062578103 Primary SFR 360 356 75 6.75 6/1/2006 9/1/2006 5/1/2036 4,864.49 8/1/2006
3061910398 Primary SFR 360 356 62.31 7 6/1/2006 9/1/2006 5/1/2036 10,777.90 8/1/2006
3061873117 Primary PUD 360 357 76.47 6.75 7/1/2006 9/1/2006 6/1/2036 3,372.71 8/1/2006
3062446467 Primary SFR 360 357 57.32 6.75 7/1/2006 9/1/2006 6/1/2036 3,048.41 8/1/2006
3062464767 Primary PUD 360 356 80 6.875 6/1/2006 10/1/2006 5/1/2036 2,848.44 9/1/2006
3062465913 Primary SFR 240 237 67.57 6.75 7/1/2006 9/1/2006 6/1/2026 3,801.82 8/1/2006
3062470889 Primary SFR 360 356 80 6.875 6/1/2006 9/1/2006 5/1/2036 3,416.03 8/1/2006
3062472729 Primary PUD 360 357 80 6.875 7/1/2006 9/1/2006 6/1/2036 3,153.00 8/1/2006
3062901404 Primary PUD 360 357 75 7 7/1/2006 9/1/2006 6/1/2036 3,467.89 8/1/2006
3062997659 Primary SFR 360 357 70.59 7 7/1/2006 9/1/2006 6/1/2036 3,991.82 8/1/2006
642584619 Primary SFR 360 356 79.75 6.75 6/1/2006 9/1/2006 5/1/2036 4,215.89 8/1/2006
3062443761 Primary SFR 360 357 80 6.75 7/1/2006 9/1/2006 6/1/2036 4,695.85 8/1/2006
3062468123 Primary SFR 360 357 70.33 6.75 7/1/2006 9/1/2006 6/1/2036 3,466.76 8/1/2006
3062510155 Secondary PUD 360 357 65 6.875 7/1/2006 9/1/2006 6/1/2036 7,382.90 8/1/2006
3062543164 Primary PUD 360 357 79.84 7 7/1/2006 9/1/2006 6/1/2036 4,939.87 8/1/2006
3062580620 Primary SFR 360 357 75.38 6.75 7/1/2006 9/1/2006 6/1/2036 2,918.69 8/1/2006
3062588920 Primary PUD 360 357 49.72 6.75 7/1/2006 9/1/2006 6/1/2036 2,918.69 8/1/2006
693087843 Primary SFR 360 356 69.6 7.125 6/1/2006 9/1/2006 5/1/2036 2,930.68 8/1/2006
642261739 Primary SFR 360 352 69.22 7 2/1/2006 10/1/2006 1/1/2036 4,324.47 9/1/2006
3060508722 Primary Condo 360 354 23.63 6.875 4/1/2006 9/1/2006 3/1/2036 3,880.15 8/1/2006
3061209114 Primary SFR 360 353 73.88 6.75 3/1/2006 9/1/2006 2/1/2036 6,661.10 8/1/2006
63218168 Secondary SFR 360 355 65.45 6.75 5/1/2006 9/1/2006 4/1/2036 20,250.00 8/1/2006
63280382 Primary SFR 360 355 34.8 6.75 5/1/2006 9/1/2006 4/1/2036 2,821.40 8/1/2006
63466239 Primary SFR 360 355 55.56 6.75 5/1/2006 9/1/2006 4/1/2036 12,971.96 8/1/2006
63532766 Primary SFR 360 355 73.14 6.75 5/1/2006 10/1/2006 4/1/2036 1,660.41 9/1/2006
63717565 Primary SFR 360 356 62.13 6.875 6/1/2006 9/1/2006 5/1/2036 4,182.29 8/1/2006
63829717 Primary SFR 360 355 95 7.25 5/1/2006 9/1/2006 4/1/2036 304.59 8/1/2006
64020225 Primary SFR 360 355 95 6.875 5/1/2006 10/1/2006 4/1/2036 2,221.73 9/1/2006
64080567 Secondary Condo 360 355 80 6.75 5/1/2006 10/1/2006 4/1/2036 2,640.59 9/1/2006
64105489 Primary Condo 360 355 80 6.875 5/1/2006 10/1/2006 4/1/2036 840.34 9/1/2006
64294002 Primary SFR 360 356 79.43 6.75 6/1/2006 9/1/2006 5/1/2036 3,632.15 8/1/2006
64482433 Primary Condo 360 355 95 6.75 5/1/2006 9/1/2006 4/1/2036 2,994.51 8/1/2006
149748725 Primary SFR 360 355 54.55 6.75 5/1/2006 9/1/2006 4/1/2036 3,891.59 8/1/2006
150396968 Primary SFR 360 356 90 6.75 6/1/2006 9/1/2006 5/1/2036 2,268.00 8/1/2006
150591915 Secondary SFR 360 355 71.05 6.75 5/1/2006 9/1/2006 4/1/2036 3,847.81 8/1/2006
150803153 Primary SFR 360 355 80 6.75 5/1/2006 9/1/2006 4/1/2036 2,905.72 8/1/2006
150841773 Primary SFR 360 355 63.36 6.875 5/1/2006 9/1/2006 4/1/2036 3,436.98 8/1/2006
151021383 Primary Condo 360 355 80 6.75 5/1/2006 9/1/2006 4/1/2036 3,398.66 8/1/2006
151077773 Primary Condo 360 355 77.55 6.75 5/1/2006 9/1/2006 4/1/2036 3,495.94 8/1/2006
151194305 Primary SFR 360 356 79.29 7.125 6/1/2006 9/1/2006 5/1/2036 3,319.06 8/1/2006
151204989 Primary SFR 360 355 69.41 6.75 5/1/2006 9/1/2006 4/1/2036 3,747.94 8/1/2006
151208816 Primary SFR 360 355 80 6.75 5/1/2006 9/1/2006 4/1/2036 2,632.50 8/1/2006
151264074 Primary SFR 360 355 80 6.75 5/1/2006 9/1/2006 4/1/2036 2,625.49 8/1/2006
151271707 Primary SFR 360 355 73.28 6.875 5/1/2006 10/1/2006 4/1/2036 2,791.95 9/1/2006
151339736 Primary SFR 360 356 80 6.75 6/1/2006 9/1/2006 5/1/2036 4,860.00 8/1/2006
151467024 Primary SFR 360 356 80 6.75 6/1/2006 9/1/2006 5/1/2036 2,931.67 8/1/2006
LOANID OBAL COBAL PURPOSE DOC SERVICER OAPPVAL ODATE PPEN NGROUP
1063075528 462,400.00 460,791.37 Purchase Simply Signature Chase 580,000.00 4/1/2006 N 2
1063075845 650,000.00 647,165.79 C/O Refi Simply Signature Chase 860,000.00 3/24/2006 N 2
1063076848 697,400.00 694,857.56 Purchase Full Documentation Chase 930,000.00 4/3/2006 N 2
1063077272 448,000.00 446,339.23 Purchase Simply Signature Chase 640,000.00 4/7/2006 N 2
1063077727 439,000.00 437,441.05 C/O Refi Simply Signature Chase 575,000.00 4/5/2006 N 2
1064034774 612,500.00 610,349.68 R/T Refi Simply Signature Chase 857,000.00 3/30/2006 N 2
1079064430 450,000.00 448,437.07 Purchase Simply Signature Chase 625,000.00 4/14/2006 N 2
1079069998 568,000.00 568,000.00 Purchase Simply Signature Chase 710,000.00 4/11/2006 N 2
1101768786 516,000.00 514,251.05 Purchase Simply Signature Chase 645,000.00 4/3/2006 N 2
1116186285 600,000.00 596,841.53 C/O Refi Full Documentation Chase 840,000.00 3/24/2006 N 2
1150000619 492,000.00 488,835.55 Purchase Full Documentation Chase 618,000.00 1/31/2006 N 2
1175245456 920,000.00 916,804.76 Purchase Full Documentation Chase 1,150,000.00 4/10/2006 N 2
1175245773 584,000.00 578,063.54 Purchase Simply Signature Chase 730,000.00 3/29/2006 N 2
1182109265 485,000.00 482,888.51 Purchase Full Documentation Chase 1,100,000.00 3/23/2006 N 2
1203248676 584,000.00 580,374.64 Purchase Simply Signature Chase 730,000.00 3/31/2006 N 2
1220033847 624,064.00 621,948.73 Purchase Simply Signature Chase 800,000.00 4/5/2006 N 2
1227081961 800,000.00 447,553.93 Purchase Simply Signature Chase 1,150,000.00 4/4/2006 N 2
1234106950 619,000.00 616,901.90 C/O Refi Full Documentation Chase 1,200,000.00 4/5/2006 N 2
1237061712 450,000.00 445,453.06 Purchase Full Documentation Chase 820,000.00 3/27/2006 N 2
1264050300 1,108,300.00 1,091,190.03 Purchase Full Documentation Chase 2,175,000.00 3/29/2006 N 2
1264059225 675,000.00 671,915.71 Purchase Simply Signature Chase 900,000.00 3/27/2006 N 2
1279071053 485,000.00 482,888.51 C/O Refi Simply Signature Chase 935,000.00 3/28/2006 N 2
1301414685 420,000.00 418,576.43 C/O Refi Simply Signature Chase 525,000.00 4/10/2006 N 2
1391185290 860,000.00 856,255.92 Purchase Full Documentation Chase 1,075,000.00 3/31/2006 N 2
1399006318 476,000.00 476,000.00 Purchase Simply Signature Chase 595,000.00 4/4/2006 N 2
1521186725 639,200.00 636,869.76 Purchase Simply Signature Chase 850,000.00 4/13/2006 N 2
1522126810 522,600.00 520,324.83 Purchase Full Documentation Chase 1,450,000.00 4/4/2006 N 2
1539776569 650,000.00 647,533.84 Purchase Full Documentation Chase 865,000.00 4/3/2006 N 2
1539792124 727,500.00 724,408.83 C/O Refi Simply Signature Chase 970,000.00 3/28/2006 N 2
1539792554 605,000.00 604,000.00 R/T Refi Simply Signature Chase 870,000.00 3/29/2006 N 2
1539796828 432,000.00 432,000.00 C/O Refi Full Documentation Chase 605,000.00 3/20/2006 N 2
1539805736 613,000.00 605,327.88 Purchase Simply Signature Chase 880,000.00 4/13/2006 N 2
1539812390 520,000.00 520,000.00 Purchase Simply Signature Chase 675,000.00 4/14/2006 N 2
1574375952 624,000.00 619,509.54 Purchase Full Documentation Chase 780,000.00 12/20/2005 N 2
1574387893 575,000.00 572,372.61 Purchase Full Documentation Chase 970,000.00 3/13/2006 N 2
1574422520 619,000.00 616,743.38 C/O Refi Simply Signature Chase 920,000.00 3/31/2006 N 2
1574425336 1,100,000.00 1,095,006.53 C/O Refi Simply Signature Chase 1,700,000.00 3/29/2006 N 2
1574428957 482,000.00 479,797.58 C/O Refi Full Documentation Chase 680,000.00 3/23/2006 N 2
1574431951 568,000.00 565,463.38 Purchase Full Documentation Chase 715,000.00 3/31/2006 N 2
1574437153 424,000.00 422,562.86 Purchase Simply Signature Chase 548,000.00 4/7/2006 N 2
1596756144 519,200.00 516,827.59 Purchase Simply Signature Chase 650,000.00 3/20/2006 N 2
1596757555 440,000.00 440,000.00 Purchase Simply Signature Chase 550,000.00 3/23/2006 N 2
1596759460 937,500.00 932,110.31 C/O Refi Full Documentation Chase 1,250,000.00 3/15/2006 N 2
1596762486 532,000.00 531,999.99 Purchase Simply Signature Chase 665,000.00 3/28/2006 N 2
1596763729 427,000.00 425,185.64 R/T Refi Simply Signature Chase 545,000.00 3/24/2006 N 2
1596765815 488,000.00 486,220.84 Purchase Simply Signature Chase 610,000.00 4/3/2006 N 2
1596765848 570,000.00 567,457.56 C/O Refi Simply Signature Chase 750,000.00 3/28/2006 N 2
1596766192 802,500.00 799,090.13 C/O Refi Simply Signature Chase 1,070,000.00 3/27/2006 N 2
1596767413 563,200.00 560,626.57 C/O Refi Simply Signature Chase 704,000.00 3/28/2006 N 2
1596767752 500,000.00 498,263.41 R/T Refi Simply Signature Chase 635,000.00 4/7/2006 N 2
1596768960 700,000.00 700,000.00 C/O Refi Simply Signature Chase 1,316,000.00 4/6/2006 N 2
1600193065 500,000.00 498,220.80 Purchase Full Documentation Chase 720,000.00 4/4/2006 N 2
1609168941 500,000.00 497,823.19 C/O Refi Full Documentation Chase 670,000.00 3/29/2006 N 2
1614086595 535,000.00 535,000.00 C/O Refi Full Documentation Chase 795,000.00 3/27/2006 N 2
1639218550 1,235,000.00 1,227,430.01 Purchase Full Documentation Chase 2,500,000.00 1/13/2006 N 2
1645141574 552,000.00 549,596.82 Purchase Simply Signature Chase 700,000.00 3/28/2006 N 2
1730067403 488,000.00 486,305.13 Purchase Simply Signature Chase 610,000.00 4/3/2006 N 2
1742270550 707,000.00 703,769.45 C/O Refi Streamlined Chase 1,700,000.00 3/6/2006 N 2
1742281331 750,000.00 646,267.01 Purchase Full Documentation Chase 1,585,000.00 4/4/2006 N 2
1742282640 585,600.00 582,985.31 Purchase Simply Signature Chase 900,000.00 4/5/2006 N 2
1742285649 650,000.00 647,170.14 Purchase Simply Signature Chase 870,000.00 3/30/2006 N 2
1742288658 456,000.00 454,564.13 C/O Refi Full Documentation Chase 585,000.00 4/10/2006 N 2
1742289537 480,000.00 479,958.50 C/O Refi Full Documentation Chase 610,000.00 3/21/2006 N 2
1742291550 476,250.00 476,250.00 Purchase Simply Signature Chase 637,000.00 3/31/2006 N 2
1742295530 440,000.00 438,434.28 R/T Refi Full Documentation Chase 675,000.00 3/31/2006 N 2
1742295711 584,000.00 581,395.13 Purchase Full Documentation Chase 730,000.00 3/23/2006 N 2
1742299268 436,000.00 434,140.21 Purchase Full Documentation Chase 595,000.00 3/28/2006 N 2
1742311986 520,000.00 520,000.00 Purchase Full Documentation Chase 650,000.00 4/7/2006 N 2
1760352599 432,000.00 428,657.67 R/T Refi Full Documentation Chase 595,000.00 11/9/2005 N 2
1760396244 750,000.00 745,176.03 C/O Refi Full Documentation Chase 1,600,000.00 12/30/2005 N 2
1760420429 490,000.00 487,432.80 C/O Refi Full Documentation Chase 850,000.00 2/13/2006 N 2
1760424463 642,000.00 638,470.23 Purchase Full Documentation Chase 818,000.00 2/16/2006 N 2
1760434230 648,000.00 645,856.65 Purchase Full Documentation Chase 830,000.00 4/7/2006 N 2
1760435925 608,000.00 605,288.06 Purchase Full Documentation Chase 760,000.00 3/28/2006 N 2
1760439008 812,500.00 808,787.40 Purchase Full Documentation Chase 1,250,000.00 3/14/2006 N 2
1760442341 639,200.00 635,685.62 Purchase Full Documentation Chase 820,000.00 3/3/2006 N 2
1760444835 700,000.00 697,444.05 Purchase Full Documentation Chase 999,000.00 4/11/2006 N 2
1760448610 556,000.00 553,456.84 Purchase Simply Signature Chase 695,000.00 3/31/2006 N 2
1760449602 617,350.00 615,099.40 Purchase Full Documentation Chase 792,000.00 4/6/2006 N 2
1760450215 550,000.00 547,499.83 Purchase Full Documentation Chase 640,000.00 3/27/2006 N 2
1760451149 768,750.00 765,008.08 C/O Refi Full Documentation Chase 1,025,000.00 3/17/2006 N 2
1760451251 800,000.00 795,822.24 C/O Refi Full Documentation Chase 1,075,000.00 3/17/2006 N 2
1760452640 622,500.00 619,854.96 Purchase Simply Signature Chase 830,000.00 3/31/2006 N 2
1760453494 560,000.00 552,333.30 Purchase Simply Signature Chase 860,000.00 4/10/2006 N 2
1760453701 500,000.00 497,715.29 Purchase Full Documentation Chase 625,000.00 3/31/2006 N 2
1760455456 500,000.00 497,715.29 C/O Refi Full Documentation Chase 995,000.00 3/23/2006 N 2
1760457531 637,500.00 635,296.21 R/T Refi Simply Signature Chase 850,000.00 3/29/2006 N 2
1760457790 528,000.00 527,999.54 Purchase Simply Signature Chase 660,000.00 4/5/2006 N 2
1760460354 800,000.00 797,221.51 Purchase Simply Signature Chase 1,250,000.00 4/12/2006 N 2
1760460649 480,000.00 478,291.92 C/O Refi Full Documentation Chase 600,000.00 4/10/2006 N 2
1760461186 620,000.00 617,739.73 C/O Refi Simply Signature Chase 775,000.00 4/7/2006 N 2
1760464617 650,000.00 646,282.47 C/O Refi Full Documentation Chase 975,000.00 4/5/2006 N 2
1760466893 560,000.00 558,055.07 R/T Refi Simply Signature Chase 715,000.00 4/3/2006 N 2
1760467229 476,000.00 474,264.69 Purchase Simply Signature Chase 595,000.00 4/11/2006 N 2
1761543694 493,000.00 491,202.74 C/O Refi Simply Signature Chase 650,000.00 4/10/2006 N 2
1813285046 550,000.00 547,486.91 Purchase Simply Signature Chase 1,035,000.00 3/28/2006 N 2
1821289687 511,920.00 509,691.32 Purchase Simply Signature Chase 645,000.00 3/31/2006 N 2
1826413193 531,300.00 529,409.41 C/O Refi Simply Signature Chase 900,000.00 4/4/2006 N 2
1835132413 440,000.00 438,471.85 C/O Refi Full Documentation Chase 555,000.00 4/4/2006 N 2
1844402246 450,000.00 448,087.95 Purchase Simply Signature Chase 760,000.00 3/24/2006 N 2
1844421116 440,000.00 437,580.83 Purchase Full Documentation Chase 625,000.00 2/23/2006 N 2
1844486723 600,000.00 597,257.91 C/O Refi Full Documentation Chase 770,000.00 3/30/2006 N 2
1845566679 580,000.00 577,474.91 Purchase Full Documentation Chase 754,600.00 3/17/2006 N 2
35485184 1,000,000.00 995,539.63 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,500,000.00 3/29/2006 N 2
34179267 490,320.00 488,079.57 Purchase FAD(Full or Alt or AUS) SunTrust 615,000.00 3/24/2006 N 2
34988030 570,000.00 566,336.68 C/O Refi NIV SunTrust 850,000.00 2/27/2006 N 2
35452770 563,250.00 560,797.82 C/O Refi FAD(Full or Alt or AUS) SunTrust 751,000.00 3/22/2006 N 2
32146649 782,000.00 778,595.45 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,429,000.00 3/27/2006 N 2
203252622 476,000.00 473,927.67 Purchase FAD(Full or Alt or AUS) SunTrust 596,000.00 3/31/2006 N 2
203053780 531,250.00 528,822.50 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,250,000.00 3/21/2006 N 2
203260591 520,000.00 517,570.26 R/T Refi FAD(Full or Alt or AUS) SunTrust 900,000.00 3/29/2006 N 2
144378262 512,000.00 509,660.51 C/O Refi FAD(Full or Alt or AUS) SunTrust 750,000.00 3/21/2006 N 2
202877155 490,000.00 487,585.17 C/O Refi FAD(Full or Alt or AUS) SunTrust 725,000.00 3/21/2006 N 2
203148069 490,000.00 487,761.07 R/T Refi FAD(Full or Alt or AUS) SunTrust 720,000.00 3/8/2006 N 2
203169909 664,000.00 661,178.64 Purchase FAD(Full or Alt or AUS) SunTrust 836,000.00 3/13/2006 N 2
202960258 1,000,000.00 995,646.40 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,500,000.00 3/22/2006 N 2
203227418 560,000.00 557,539.00 Purchase FAD(Full or Alt or AUS) SunTrust 700,000.00 3/29/2006 N 2
203241021 477,600.00 475,469.70 R/T Refi FAD(Full or Alt or AUS) SunTrust 597,000.00 3/21/2006 N 2
144860301 637,500.00 633,889.30 C/O Refi FAD(Full or Alt or AUS) SunTrust 850,000.00 3/28/2006 N 2
203048681 437,500.00 435,500.92 R/T Refi FAD(Full or Alt or AUS) SunTrust 648,000.00 3/13/2006 N 2
203266481 486,000.00 483,884.14 C/O Refi FAD(Full or Alt or AUS) SunTrust 745,000.00 3/24/2006 N 2
203124458 660,000.00 656,984.26 Purchase FAD(Full or Alt or AUS) SunTrust 825,000.00 3/7/2006 N 2
144934791 584,000.00 581,331.51 Purchase FAD(Full or Alt or AUS) SunTrust 730,000.00 4/3/2006 N 2
203346168 620,250.00 617,415.91 C/O Refi FAD(Full or Alt or AUS) SunTrust 845,000.00 3/29/2006 N 2
203210380 500,000.00 497,650.98 C/O Refi FAD(Full or Alt or AUS) SunTrust 725,000.00 3/27/2006 N 2
203077680 516,000.00 513,698.48 Purchase FAD(Full or Alt or AUS) SunTrust 645,000.00 3/24/2006 N 2
203237706 635,000.00 632,098.49 C/O Refi FAD(Full or Alt or AUS) SunTrust 920,000.00 3/20/2006 N 2
203220116 500,000.00 497,715.35 C/O Refi FAD(Full or Alt or AUS) SunTrust 825,000.00 3/31/2006 N 2
203269345 495,000.00 492,792.12 C/O Refi FAD(Full or Alt or AUS) SunTrust 660,000.00 3/31/2006 N 2
203216239 500,000.00 498,220.76 C/O Refi FAD(Full or Alt or AUS) SunTrust 650,000.00 3/30/2006 N 2
203365267 512,000.00 509,770.97 R/T Refi FAD(Full or Alt or AUS) SunTrust 640,000.00 3/27/2006 N 2
34423731 515,000.00 512,646.81 R/T Refi FAD(Full or Alt or AUS) SunTrust 650,000.00 3/31/2006 N 2
37510237 464,000.00 461,979.90 C/O Refi FAD(Full or Alt or AUS) SunTrust 670,000.00 3/29/2006 N 2
144774163 1,000,000.00 995,430.66 Purchase NIV SunTrust 2,730,000.00 4/3/2006 N 2
203320031 560,000.00 557,677.96 R/T Refi NIV SunTrust 750,000.00 3/29/2006 N 2
203165618 775,000.00 771,543.22 R/T Refi NIV SunTrust 1,150,000.00 3/6/2006 N 2
202852620 522,000.00 519,496.89 R/T Refi NIV SunTrust 810,000.00 3/7/2006 N 2
144671971 645,000.00 642,052.79 C/O Refi NIV SunTrust 1,200,000.00 3/23/2006 N 2
203137229 530,000.00 527,692.59 C/O Refi NIV SunTrust 800,000.00 3/7/2006 N 2
202970877 1,937,750.00 1,923,534.76 R/T Refi FAD(Full or Alt or AUS) SunTrust 2,981,200.00 3/16/2006 N 2
29598422 530,000.00 521,398.66 Purchase FAD(Full or Alt or AUS) SunTrust 705,000.00 4/13/2006 N 2
29893443 634,000.00 629,326.99 Purchase FAD(Full or Alt or AUS) SunTrust 850,000.00 12/23/2005 N 2
30722045 450,000.00 448,379.39 Purchase FAD(Full or Alt or AUS) SunTrust 693,000.00 4/25/2006 N 2
35226414 543,750.00 538,640.71 Purchase FAD(Full or Alt or AUS) SunTrust 725,000.00 4/14/2006 N 2
35392919 1,150,000.00 1,146,005.94 R/T Refi FAD(Full or Alt or AUS) SunTrust 2,350,000.00 4/14/2006 N 2
144104668 588,000.00 585,744.11 C/O Refi FAD(Full or Alt or AUS) SunTrust 735,000.00 4/10/2006 N 2
144108453 600,000.00 597,812.67 C/O Refi FAD(Full or Alt or AUS) SunTrust 750,000.00 4/24/2006 N 2
144550175 650,000.00 647,630.36 C/O Refi FAD(Full or Alt or AUS) SunTrust 880,000.00 4/12/2006 N 2
144608312 498,750.00 496,931.78 Purchase NIV SunTrust 750,000.00 4/28/2006 N 2
144708005 460,000.00 458,402.32 Purchase FAD(Full or Alt or AUS) SunTrust 600,000.00 4/24/2006 N 2
144728011 500,000.00 498,220.76 Purchase NIV SunTrust 725,000.00 5/1/2006 N 2
144768397 510,000.00 508,140.76 C/O Refi FAD(Full or Alt or AUS) SunTrust 740,000.00 4/10/2006 N 2
144861184 468,000.00 468,000.00 Purchase NIV SunTrust 585,000.00 4/20/2006 N 2
144863545 500,000.00 498,263.41 C/O Refi FAD(Full or Alt or AUS) SunTrust 695,000.00 4/17/2006 N 2
144867470 465,000.00 463,423.88 C/O Refi NIV SunTrust 650,000.00 4/24/2006 N 2
144936366 550,000.00 548,135.77 C/O Refi FAD(Full or Alt or AUS) SunTrust 845,000.00 4/11/2006 N 2
144937174 740,000.00 737,366.72 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,450,000.00 4/17/2006 N 2
144959566 700,000.00 697,387.37 C/O Refi NIV SunTrust 1,000,000.00 4/18/2006 N 2
144961117 449,000.00 446,761.06 C/O Refi FAD(Full or Alt or AUS) SunTrust 665,000.00 4/24/2006 N 2
203123310 479,900.00 477,706.97 Purchase FAD(Full or Alt or AUS) SunTrust 605,000.00 3/30/2006 N 2
203173232 652,000.00 649,091.82 R/T Refi FAD(Full or Alt or AUS) SunTrust 815,000.00 3/24/2006 N 2
203248604 485,800.00 484,153.35 C/O Refi FAD(Full or Alt or AUS) SunTrust 615,000.00 4/11/2006 N 2
203250295 474,500.00 472,811.50 Purchase FAD(Full or Alt or AUS) SunTrust 640,000.00 4/27/2006 N 2
203258520 645,000.00 644,991.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 820,000.00 4/11/2006 N 2
203266598 612,000.00 605,814.73 Purchase FAD(Full or Alt or AUS) SunTrust 765,000.00 3/30/2006 N 2
203275359 607,000.00 604,787.13 R/T Refi NIV SunTrust 1,124,000.00 4/14/2006 N 2
203276969 450,000.00 448,064.91 C/O Refi FAD(Full or Alt or AUS) SunTrust 730,000.00 4/13/2006 N 2
203277603 432,700.00 431,197.17 Purchase FAD(Full or Alt or AUS) SunTrust 545,000.00 4/14/2006 N 2
203280169 504,000.00 500,681.42 Purchase PS+(PS + W-2 or 1040) SunTrust 650,000.00 4/20/2006 N 2
203281209 581,250.00 579,181.64 C/O Refi NIV SunTrust 775,000.00 4/10/2006 N 2
203281373 496,000.00 493,943.31 C/O Refi FAD(Full or Alt or AUS) SunTrust 630,000.00 3/27/2006 N 2
203282025 583,000.00 580,857.66 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,100,000.00 4/11/2006 N 2
203288071 506,000.00 504,242.61 C/O Refi FAD(Full or Alt or AUS) SunTrust 875,000.00 4/28/2006 N 2
203324314 489,000.00 487,217.31 R/T Refi FAD(Full or Alt or AUS) SunTrust 647,000.00 4/17/2006 N 2
203329933 500,000.00 497,769.84 C/O Refi PS+(PS + W-2 or 1040) SunTrust 920,000.00 3/31/2006 N 2
203332002 848,000.00 844,982.39 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,100,000.00 4/25/2006 N 2
203333760 503,200.00 501,406.67 C/O Refi FAD(Full or Alt or AUS) SunTrust 629,000.00 4/19/2006 N 2
203341771 470,000.00 470,000.00 C/O Refi NIV SunTrust 640,000.00 4/12/2006 N 2
203366000 750,000.00 750,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 950,000.00 4/24/2006 N 2
203366752 443,000.00 441,384.98 R/T Refi FAD(Full or Alt or AUS) SunTrust 595,000.00 4/17/2006 N 2
203367156 508,000.00 506,235.67 C/O Refi FAD(Full or Alt or AUS) SunTrust 635,000.00 4/21/2006 N 2
203387592 462,500.00 460,854.22 Purchase FAD(Full or Alt or AUS) SunTrust 780,000.00 4/28/2006 N 2
203388715 525,000.00 523,176.59 C/O Refi NIV SunTrust 860,000.00 4/24/2006 N 2
203392378 460,000.00 458,362.24 C/O Refi FAD(Full or Alt or AUS) SunTrust 575,000.00 4/17/2006 N 2
203405865 692,000.00 689,537.54 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,400,000.00 4/17/2006 N 2
203408190 835,000.00 835,000.00 C/O Refi NIV SunTrust 1,850,000.00 4/24/2006 N 2
203412705 620,250.00 617,113.24 Purchase FAD(Full or Alt or AUS) SunTrust 827,000.00 4/26/2006 N 2
203418371 650,000.00 647,742.48 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,300,000.00 4/17/2006 N 2
203419627 467,000.00 465,255.52 C/O Refi NIV SunTrust 1,100,000.00 4/19/2006 N 2
203436027 620,800.00 618,590.88 Purchase FAD(Full or Alt or AUS) SunTrust 776,000.00 4/24/2006 N 2
37751914 598,400.00 596,919.87 Purchase FAD(Full or Alt or AUS) SunTrust 750,000.00 5/19/2006 N 2
203506878 500,000.00 498,636.59 Purchase FAD(Full or Alt or AUS) SunTrust 730,000.00 5/15/2006 N 2
37792215 750,000.00 748,051.87 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,100,000.00 5/19/2006 N 2
35572445 455,000.00 453,874.57 C/O Refi NIV SunTrust 700,000.00 5/16/2006 N 2
35036789 614,200.00 612,565.33 Purchase NIV SunTrust 840,000.00 5/22/2006 N 2
144995024 522,400.00 521,075.79 C/O Refi FAD(Full or Alt or AUS) SunTrust 660,000.00 5/24/2006 N 2
145216008 646,000.00 644,322.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,250,000.00 5/23/2006 N 2
203438940 560,000.00 557,958.49 Purchase FAD(Full or Alt or AUS) SunTrust 719,000.00 4/20/2006 N 2
36979631 1,089,000.00 1,081,171.34 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,950,000.00 5/24/2006 N 2
203505847 570,500.00 569,053.87 C/O Refi FAD(Full or Alt or AUS) SunTrust 880,000.00 5/25/2006 N 2
203581830 587,900.00 586,445.85 Purchase FAD(Full or Alt or AUS) SunTrust 735,000.00 5/19/2006 N 2
203443015 750,000.00 747,954.91 Purchase FAD(Full or Alt or AUS) SunTrust 1,025,000.00 5/25/2006 N 2
203466800 580,000.00 578,456.36 Purchase FAD(Full or Alt or AUS) SunTrust 880,000.00 5/1/2006 N 2
203451844 900,000.00 897,604.68 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,622,000.00 5/10/2006 N 2
203509310 540,000.00 538,562.80 C/O Refi FAD(Full or Alt or AUS) SunTrust 950,000.00 5/3/2006 N 2
203472691 518,000.00 518,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,200,000.00 5/8/2006 N 2
145003307 448,000.00 446,807.64 Purchase FAD(Full or Alt or AUS) SunTrust 560,000.00 5/26/2006 N 2
144420486 490,000.00 488,727.20 R/T Refi FAD(Full or Alt or AUS) SunTrust 775,000.00 5/16/2006 N 2
203588702 710,000.00 710,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,050,000.00 5/12/2006 N 2
203546825 550,000.00 548,605.83 C/O Refi FAD(Full or Alt or AUS) SunTrust 687,500.00 5/25/2006 N 2
203570544 650,000.00 648,311.62 C/O Refi FAD(Full or Alt or AUS) SunTrust 955,000.00 5/5/2006 N 2
144121746 696,000.00 694,102.19 Purchase FAD(Full or Alt or AUS) SunTrust 884,000.00 5/15/2006 N 2
31612872 1,475,000.00 1,430,290.77 C/O Refi FAD(Full or Alt or AUS) SunTrust 3,200,000.00 5/30/2006 N 2
203346283 650,000.00 648,392.25 R/T Refi FAD(Full or Alt or AUS) SunTrust 835,000.00 5/2/2006 N 2
144125887 785,000.00 782,929.04 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,050,000.00 5/16/2006 N 2
35055086 800,000.00 795,896.17 Purchase FAD(Full or Alt or AUS) SunTrust 1,003,060.00 5/8/2006 N 2
203498084 530,000.00 527,217.60 Purchase FAD(Full or Alt or AUS) SunTrust 815,000.00 5/23/2006 N 2
203423926 500,000.00 498,636.62 Purchase FAD(Full or Alt or AUS) SunTrust 725,000.00 5/25/2006 N 2
203541974 752,000.00 752,000.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 940,000.00 5/25/2006 N 2
203436449 632,700.00 628,954.84 R/T Refi FAD(Full or Alt or AUS) SunTrust 925,000.00 5/9/2006 N 2
37211331 1,500,000.00 1,496,103.76 Purchase FAD(Full or Alt or AUS) SunTrust 3,500,000.00 5/15/2006 N 2
145002358 710,000.00 708,155.76 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,180,000.00 5/26/2006 N 2
145128518 428,000.00 428,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 625,000.00 5/10/2006 N 2
203190327 439,000.00 437,252.92 R/T Refi FAD(Full or Alt or AUS) SunTrust 730,000.00 5/8/2006 N 2
35413145 545,100.00 543,684.10 R/T Refi FAD(Full or Alt or AUS) SunTrust 700,000.00 5/30/2006 N 2
203530522 645,000.00 643,241.24 C/O Refi FAD(Full or Alt or AUS) SunTrust 960,000.00 5/24/2006 N 2
203509377 550,000.00 548,571.38 Purchase FAD(Full or Alt or AUS) SunTrust 875,000.00 5/15/2006 N 2
203496260 650,000.00 648,311.62 C/O Refi FAD(Full or Alt or AUS) SunTrust 850,000.00 5/15/2006 N 2
144996873 539,000.00 538,975.97 C/O Refi FAD(Full or Alt or AUS) SunTrust 770,000.00 5/17/2006 N 2
203542337 458,800.00 457,637.01 C/O Refi FAD(Full or Alt or AUS) SunTrust 575,000.00 5/22/2006 N 2
203501036 790,500.00 788,396.11 Purchase FAD(Full or Alt or AUS) SunTrust 1,019,500.00 5/8/2006 N 2
144103041 655,050.00 243,802.89 Purchase FAD(Full or Alt or AUS) SunTrust 825,000.00 4/26/2006 N 2
203559737 436,000.00 434,867.48 C/O Refi FAD(Full or Alt or AUS) SunTrust 585,000.00 5/24/2006 N 2
203311691 624,750.00 622,580.17 Purchase FAD(Full or Alt or AUS) SunTrust 735,000.00 4/28/2006 N 2
203554134 500,000.00 498,701.22 C/O Refi FAD(Full or Alt or AUS) SunTrust 930,000.00 5/16/2006 N 2
203508221 790,500.00 788,592.27 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,825,000.00 5/15/2006 N 2
144106697 875,000.00 875,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,400,000.00 5/24/2006 N 2
203663844 548,000.00 544,641.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 685,000.00 5/25/2006 N 2
203546445 488,000.00 486,701.20 R/T Refi FAD(Full or Alt or AUS) SunTrust 610,000.00 5/30/2006 N 2
203512199 450,000.00 448,859.33 C/O Refi FAD(Full or Alt or AUS) SunTrust 640,000.00 5/2/2006 N 2
203453071 745,000.00 745,000.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,005,000.00 5/17/2006 N 2
203401559 458,400.00 457,150.06 Purchase FAD(Full or Alt or AUS) SunTrust 575,000.00 5/10/2006 N 2
203287008 494,000.00 492,652.96 Purchase FAD(Full or Alt or AUS) SunTrust 670,000.00 5/4/2006 N 2
203638739 564,000.00 563,049.63 R/T Refi FAD(Full or Alt or AUS) SunTrust 705,000.00 6/2/2006 N 2
203532031 536,000.00 534,607.72 C/O Refi FAD(Full or Alt or AUS) SunTrust 670,000.00 5/19/2006 N 2
203533567 568,950.00 567,397.81 Purchase FAD(Full or Alt or AUS) SunTrust 865,000.00 5/19/2006 N 2
203390489 640,000.00 637,730.20 Purchase FAD(Full or Alt or AUS) SunTrust 800,000.00 5/22/2006 N 2
203461694 489,600.00 487,815.12 Purchase FAD(Full or Alt or AUS) SunTrust 660,000.00 4/27/2006 N 2
145210761 468,900.00 467,449.82 Purchase FAD(Full or Alt or AUS) SunTrust 710,000.00 5/22/2006 N 2
203440789 615,200.00 613,602.00 Purchase FAD(Full or Alt or AUS) SunTrust 780,000.00 5/9/2006 N 2
144871951 500,000.00 498,732.37 Purchase FAD(Full or Alt or AUS) SunTrust 660,000.00 5/25/2006 N 2
144126034 650,000.00 648,227.61 Purchase FAD(Full or Alt or AUS) SunTrust 831,000.00 5/8/2006 N 2
203438429 550,000.00 548,452.65 C/O Refi FAD(Full or Alt or AUS) SunTrust 900,000.00 5/10/2006 N 2
203496385 504,000.00 502,625.69 C/O Refi FAD(Full or Alt or AUS) SunTrust 790,000.00 5/19/2006 N 2
203647870 650,000.00 648,174.77 C/O Refi FAD(Full or Alt or AUS) SunTrust 900,000.00 5/31/2006 N 2
203407275 492,000.00 490,658.45 R/T Refi FAD(Full or Alt or AUS) SunTrust 615,000.00 5/2/2006 N 2
144862547 596,000.00 594,451.87 Purchase FAD(Full or Alt or AUS) SunTrust 745,000.00 5/22/2006 N 2
203353883 490,000.00 488,246.38 C/O Refi FAD(Full or Alt or AUS) SunTrust 847,000.00 4/25/2006 N 2
144721941 620,000.00 618,309.39 Purchase FAD(Full or Alt or AUS) SunTrust 785,000.00 5/26/2006 N 2
203449756 505,000.00 503,623.00 Purchase FAD(Full or Alt or AUS) SunTrust 760,000.00 5/23/2006 N 2
203520432 560,000.00 558,648.55 R/T Refi FAD(Full or Alt or AUS) SunTrust 735,000.00 5/17/2006 N 2
145002713 455,000.00 453,818.12 Purchase FAD(Full or Alt or AUS) SunTrust 680,000.00 5/30/2006 N 2
203417696 429,000.00 427,510.04 C/O Refi FAD(Full or Alt or AUS) SunTrust 550,000.00 4/28/2006 N 2
145210332 600,720.00 599,159.63 Purchase FAD(Full or Alt or AUS) SunTrust 760,000.00 6/2/2006 N 2
144919206 572,000.00 570,514.20 Purchase FAD(Full or Alt or AUS) SunTrust 716,000.00 5/25/2006 N 2
35074947 537,600.00 536,203.60 R/T Refi FAD(Full or Alt or AUS) SunTrust 838,000.00 5/31/2006 N 2
203360904 450,000.00 448,359.49 Purchase FAD(Full or Alt or AUS) SunTrust 650,000.00 4/16/2006 N 2
203461355 430,000.00 428,865.74 C/O Refi FAD(Full or Alt or AUS) SunTrust 575,000.00 5/25/2006 N 2
203563762 650,000.00 648,311.62 C/O Refi FAD(Full or Alt or AUS) SunTrust 2,650,000.00 5/31/2006 N 2
202596078 468,500.00 467,253.09 Purchase FAD(Full or Alt or AUS) SunTrust 586,000.00 5/24/2006 N 2
203364773 1,000,000.00 996,354.47 Purchase NIV SunTrust 1,650,000.00 4/7/2006 N 2
203402300 500,000.00 498,263.41 C/O Refi NIV SunTrust 910,000.00 4/24/2006 N 2
203474143 445,200.00 443,615.80 Purchase NIV SunTrust 560,000.00 4/26/2006 N 2
36549939 617,500.00 615,800.51 C/O Refi NIV SunTrust 950,000.00 5/12/2006 N 2
144996477 420,000.00 418,877.05 C/O Refi NIV SunTrust 560,000.00 5/22/2006 N 2
144993615 450,000.00 448,831.10 C/O Refi NIV SunTrust 850,000.00 5/25/2006 N 2
144686219 575,000.00 570,354.87 Purchase NIV SunTrust 770,000.00 5/19/2006 N 2
203386008 477,000.00 475,761.00 R/T Refi NIV SunTrust 624,000.00 5/10/2006 N 2
203228523 472,500.00 469,426.36 Purchase NIV SunTrust 680,000.00 3/28/2006 N 2
203570700 500,000.00 498,000.00 Purchase NIV SunTrust 1,100,000.00 5/10/2006 N 2
203603816 536,000.00 533,901.40 C/O Refi NIV SunTrust 715,000.00 5/25/2006 N 2
144987500 579,000.00 544,000.00 Purchase NIV SunTrust 785,000.00 5/17/2006 N 2
144995255 468,750.00 467,561.78 C/O Refi NIV SunTrust 625,000.00 5/15/2006 N 2
203385075 549,000.00 547,092.79 C/O Refi NIV SunTrust 750,000.00 4/28/2006 N 2
144921343 420,000.00 418,909.03 C/O Refi NIV SunTrust 1,060,000.00 5/22/2006 N 2
144969219 728,000.00 725,495.57 C/O Refi NIV SunTrust 910,000.00 5/26/2006 N 2
144995214 485,000.00 483,740.19 C/O Refi NIV SunTrust 697,000.00 5/25/2006 N 2
203496658 446,000.00 444,216.80 R/T Refi PS+(PS + W-2 or 1040) SunTrust 560,000.00 5/2/2006 N 2
3062111590 528,000.00 526,210.37 R/T Refi Full WAMU 1,425,000.00 4/26/2006 N 2
3062643220 564,000.00 562,535.02 Purchase Full WAMU 705,000.00 5/26/2006 N 2
66722935 455,000.00 453,457.77 C/O Refi Full WAMU 850,000.00 4/24/2006 N 2
66738907 561,000.00 558,543.10 R/T Refi Full WAMU 875,000.00 4/26/2006 N 2
66759143 483,990.00 482,732.83 C/O Refi Full WAMU 720,000.00 5/15/2006 N 2
66769134 485,000.00 483,770.62 C/O Refi Full WAMU 635,000.00 5/30/2006 N 2
3061029454 443,000.00 441,849.31 R/T Refi Full WAMU 630,000.00 5/10/2006 N 2
3061037192 525,000.00 523,669.20 C/O Refi Full WAMU 835,000.00 5/15/2006 N 2
3061345710 520,000.00 518,193.93 Purchase Full WAMU 650,000.00 5/8/2006 N 2
3061346700 446,000.00 444,841.51 C/O Refi Full WAMU 607,000.00 5/16/2006 N 2
3061396572 552,000.00 550,082.86 R/T Refi Full WAMU 1,150,000.00 4/26/2006 N 2
3061397992 481,000.00 479,369.65 C/O Refi Full WAMU 625,000.00 4/28/2006 N 2
3061406975 610,000.00 608,453.74 C/O Refi Full WAMU 765,000.00 5/30/2006 N 2
3061593392 492,000.00 490,752.86 Purchase Full WAMU 615,000.00 5/10/2006 N 2
3061677757 553,000.00 551,079.38 R/T Refi Low WAMU 760,000.00 4/26/2006 N 2
3061704981 678,000.00 675,645.22 R/T Refi Full WAMU 1,250,000.00 5/1/2006 N 2
3061905315 480,000.00 478,783.28 R/T Refi Low WAMU 615,000.00 5/10/2006 N 2
3061907154 465,500.00 463,883.30 R/T Refi Low WAMU 640,000.00 4/26/2006 N 2
3061953109 526,500.00 524,671.41 Purchase Full WAMU 796,500.00 4/24/2006 N 2
3061960435 468,000.00 466,374.58 R/T Refi Full WAMU 710,000.00 5/3/2006 N 2
3061960591 612,000.00 609,874.48 C/O Refi Full WAMU 875,000.00 4/28/2006 N 2
3062007665 562,000.00 559,909.46 C/O Refi Full WAMU 752,500.00 5/4/2006 N 2
3062120963 753,000.00 461,430.63 R/T Refi Full WAMU 1,750,000.00 5/1/2006 N 2
3062131887 620,000.00 615,935.17 C/O Refi Full WAMU 775,000.00 4/27/2006 N 2
3062132166 520,000.00 518,193.99 C/O Refi Full WAMU 650,000.00 5/3/2006 N 2
3062133230 600,000.00 597,899.27 R/T Refi Full WAMU 755,000.00 4/26/2006 N 2
3062133958 844,000.00 841,068.70 R/T Refi Low WAMU 1,375,000.00 4/24/2006 N 2
3062139534 680,000.00 678,233.69 C/O Refi Low WAMU 1,500,000.00 5/5/2006 N 2
3062141209 795,000.00 792,984.82 R/T Refi Full WAMU 1,170,000.00 5/16/2006 N 2
3062165422 660,000.00 657,506.06 Purchase Full WAMU 1,025,000.00 5/1/2006 N 2
3062166651 424,000.00 422,925.23 R/T Refi Full WAMU 530,000.00 5/8/2006 N 2
3062202944 704,000.00 702,215.48 R/T Refi Low WAMU 890,000.00 5/12/2006 N 2
3062313709 640,000.00 638,337.59 C/O Refi Full WAMU 1,270,000.00 5/8/2006 N 2
3062314954 515,000.00 513,211.36 R/T Refi Full WAMU 850,000.00 4/27/2006 N 2
3062315696 488,000.00 486,731.58 Purchase Full WAMU 610,000.00 5/18/2006 N 2
3062374115 660,000.00 658,327.01 R/T Refi Full WAMU 830,000.00 5/26/2006 N 2
3062385996 474,000.00 472,856.07 Purchase Full WAMU 593,000.00 5/16/2006 N 2
3062396308 614,000.00 612,405.15 R/T Refi Full WAMU 1,550,000.00 5/30/2006 N 2
3062398833 810,000.00 807,896.04 C/O Refi Full WAMU 1,340,000.00 5/15/2006 N 2
3062497965 670,000.00 668,149.96 C/O Refi Low WAMU 975,000.00 5/8/2006 N 2
3062498690 488,000.00 486,345.94 Purchase Low WAMU 610,000.00 4/26/2006 N 2
3062509181 705,000.00 703,212.94 C/O Refi Full WAMU 980,000.00 5/18/2006 N 2
3062509835 492,000.00 490,721.84 C/O Refi Full WAMU 615,000.00 5/10/2006 N 2
3062510304 696,000.00 694,192.15 C/O Refi Low WAMU 870,000.00 5/17/2006 N 2
3062511575 526,650.00 525,170.11 Purchase Low WAMU 828,000.00 5/26/2006 N 2
3062620608 504,000.00 502,690.87 C/O Refi Full WAMU 630,000.00 5/10/2006 N 2
3062626266 720,000.00 718,174.91 C/O Refi Low WAMU 900,000.00 5/15/2006 N 2
3062631985 509,000.00 506,018.67 R/T Refi Streamline WAMU 700,000.00 5/30/2006 N 2
3062678440 439,360.00 437,834.06 Purchase Full WAMU 549,200.00 4/26/2006 N 2
3062683457 458,000.00 456,839.06 R/T Refi Full WAMU 720,000.00 5/2/2006 N 2
3062684075 800,000.00 797,288.42 R/T Refi Full WAMU 1,625,000.00 4/24/2006 N 2
3062713676 500,000.00 498,763.29 C/O Refi Full WAMU 1,000,000.00 5/12/2006 N 2
3062714369 484,500.00 482,817.28 R/T Refi Full WAMU 785,000.00 4/24/2006 N 2
3062718089 795,000.00 792,935.00 R/T Refi Full WAMU 1,502,000.00 5/17/2006 N 2
3062720580 553,000.00 551,194.78 C/O Refi Full WAMU 712,000.00 5/15/2006 N 2
3062720663 626,000.00 624,373.98 R/T Refi Full WAMU 880,000.00 5/16/2006 N 2
3062748300 435,000.00 433,489.22 C/O Refi Full WAMU 675,000.00 4/25/2006 N 2
3062768381 778,000.00 776,027.89 Purchase Full WAMU 1,178,000.00 5/18/2006 N 2
3062803410 570,000.00 568,020.33 C/O Refi Full WAMU 1,275,000.00 5/1/2006 N 2
3062804996 577,000.00 575,501.25 R/T Refi Full WAMU 1,400,000.00 5/10/2006 N 2
3062810803 1,075,000.00 1,072,275.04 R/T Refi Full WAMU 2,500,000.00 5/16/2006 N 2
3062815232 490,000.00 488,757.93 C/O Refi Full WAMU 615,000.00 5/30/2006 N 2
3062932557 504,000.00 502,690.87 C/O Refi Low WAMU 630,000.00 5/17/2006 N 2
3062963768 454,000.00 449,838.36 R/T Refi Full WAMU 700,000.00 5/26/2006 N 2
3063033850 470,000.00 467,236.19 C/O Refi Full WAMU 875,000.00 5/15/2006 N 2
3063035319 1,120,000.00 1,117,153.76 Purchase Full WAMU 1,600,000.00 5/25/2006 N 2
3062789650 962,500.00 960,177.17 Purchase Low WAMU 1,390,000.00 5/15/2006 N 2
3061166389 461,250.00 459,648.03 Purchase Full WAMU 625,000.00 4/25/2006 N 2
3061873034 448,000.00 446,864.40 Purchase Full WAMU 560,000.00 5/12/2006 N 2
3062025162 640,000.00 638,337.59 Purchase Full WAMU 800,000.00 5/12/2006 N 2
3061876144 450,000.00 448,859.33 C/O Refi Low WAMU 1,100,000.00 5/9/2006 N 2
3061745901 621,000.00 619,463.98 Purchase Full WAMU 690,000.00 5/19/2006 N 2
3062412394 540,000.00 538,124.52 Purchase Full WAMU 675,000.00 5/2/2006 N 2
3062661974 1,169,000.00 1,166,036.78 C/O Refi Full WAMU 1,906,000.00 5/30/2006 N 2
3062472737 591,920.00 590,284.86 Purchase Low WAMU 750,000.00 5/16/2006 N 2
66756982 670,000.00 668,259.67 R/T Refi Full WAMU 895,000.00 5/26/2006 N 2
3062347673 452,000.00 450,909.16 Purchase Full WAMU 565,000.00 5/17/2006 N 2
3062215664 880,000.00 876,943.69 C/O Refi Full WAMU 1,100,000.00 5/1/2006 N 2
3062519750 648,800.00 617,764.64 Purchase Full WAMU 820,000.00 5/10/2006 N 2
3061805515 470,000.00 468,367.64 Purchase Full WAMU 670,000.00 4/19/2006 N 2
3061857383 476,000.00 474,821.29 Purchase Full WAMU 597,500.00 5/17/2006 N 2
3061880195 528,000.00 526,661.62 Purchase Full WAMU 660,000.00 5/26/2006 N 2
3062082080 550,000.00 548,089.80 C/O Refi Full WAMU 900,000.00 4/28/2006 N 2
642642045 649,000.00 647,055.13 C/O Refi Full WAMU 1,000,000.00 4/12/2006 N 2
3061160523 539,600.00 538,232.20 Purchase Low WAMU 710,000.00 5/10/2006 N 2
3061802413 513,750.00 512,407.67 C/O Refi Low WAMU 685,000.00 5/9/2006 N 2
3061850594 456,000.00 454,416.26 Purchase Full WAMU 570,000.00 5/1/2006 N 2
3061853762 625,000.00 622,876.56 C/O Refi Full WAMU 900,000.00 5/8/2006 N 2
3061853788 464,000.00 462,054.44 C/O Refi Full WAMU 715,000.00 5/17/2006 N 2
3062453315 520,800.00 518,991.21 Purchase Full WAMU 651,000.00 4/27/2006 N 2
3062996537 500,000.00 498,732.60 Purchase Low WAMU 954,000.00 5/26/2006 N 2
3062578103 750,000.00 747,395.17 R/T Refi Full WAMU 1,000,000.00 5/3/2006 N 2
3061910398 1,620,000.00 1,614,641.74 R/T Refi Full WAMU 2,600,000.00 4/20/2006 N 2
3061873117 520,000.00 518,625.91 C/O Refi Full WAMU 680,000.00 5/8/2006 N 2
3062446467 470,000.00 468,779.17 C/O Refi Full WAMU 820,000.00 5/8/2006 N 2
3062464767 433,600.00 432,130.34 Purchase Full WAMU 542,000.00 4/28/2006 N 2
3062465913 500,000.00 493,726.19 C/O Refi Full WAMU 740,000.00 5/30/2006 N 2
3062470889 520,000.00 518,237.47 Purchase Full WAMU 665,000.00 5/2/2006 N 2
3062472729 479,960.00 478,743.37 Purchase Full WAMU 600,000.00 5/11/2006 N 2
3062901404 521,250.00 519,960.71 C/O Refi Low WAMU 695,000.00 5/30/2006 N 2
3062997659 600,000.00 598,515.92 Purchase Full WAMU 915,000.00 5/26/2006 N 2
642584619 650,000.00 647,742.48 R/T Refi Full WAMU 815,000.00 4/24/2006 N 2
3062443761 724,000.00 722,119.41 Purchase Full WAMU 905,000.00 5/25/2006 N 2
3062468123 534,500.00 533,111.62 C/O Refi Full WAMU 760,000.00 5/22/2006 N 2
3062510155 1,123,850.00 1,110,582.85 Purchase Low WAMU 1,729,000.00 5/19/2006 N 2
3062543164 742,500.00 740,663.47 C/O Refi Full WAMU 930,000.00 5/23/2006 N 2
3062580620 450,000.00 448,831.13 C/O Refi Full WAMU 597,000.00 5/19/2006 N 2
3062588920 450,000.00 448,831.13 C/O Refi Full WAMU 905,000.00 5/23/2006 N 2
693087843 435,000.00 433,292.51 C/O Refi Full WAMU 625,000.00 4/28/2006 N 2
642261739 650,000.00 645,649.53 C/O Refi Reduced WAMU 939,000.00 12/21/2005 N 2
3060508722 590,650.00 587,629.71 C/O Refi Reduced WAMU 2,500,000.00 2/13/2006 N 2
3061209114 1,027,000.00 1,014,944.68 C/O Refi Reduced WAMU 1,390,000.00 2/1/2006 N 2
63218168 3,600,000.00 3,600,000.00 C/O Refi Full Wells Fargo 5,500,000.00 3/21/2006 N 2
63280382 435,000.00 430,604.75 C/O Refi Asset Only Wells Fargo 1,250,000.00 3/30/2006 N 2
63466239 2,000,000.00 1,989,984.62 Purchase Asset Only Wells Fargo 3,600,000.00 3/22/2006 N 2
63532766 256,000.00 254,885.48 C/O Refi Asset Only Wells Fargo 350,000.00 3/24/2006 N 2
63717565 730,000.00 729,999.40 C/O Refi Asset Only Wells Fargo 1,175,000.00 4/6/2006 N 2
63829717 44,650.00 44,473.74 Purchase Asset Only Wells Fargo 48,000.00 3/27/2006 N 2
64020225 338,200.00 336,763.00 Purchase Full Wells Fargo 358,000.00 3/30/2006 N 2
64080567 469,439.00 469,439.00 Purchase Full Wells Fargo 670,000.00 3/30/2006 N 2
64105489 127,920.00 127,141.85 Purchase Asset Only Wells Fargo 159,900.00 3/27/2006 N 2
64294002 560,000.00 558,055.07 C/O Refi Asset Only Wells Fargo 705,000.00 4/4/2006 N 2
64482433 461,690.00 459,680.00 Purchase Asset Only Wells Fargo 531,000.00 3/30/2006 N 2
149748725 600,000.00 597,387.82 R/T Refi AUS Wells Fargo 1,100,000.00 3/7/2006 N 2
150396968 403,200.00 403,200.00 Purchase Full Wells Fargo 450,000.00 4/5/2006 N 2
150591915 593,250.00 590,667.21 Purchase Asset Only Wells Fargo 835,000.00 3/13/2006 N 2
150803153 448,000.00 445,746.20 C/O Refi AUS Wells Fargo 560,000.00 3/13/2006 N 2
150841773 600,000.00 599,635.64 C/O Refi Asset Only Wells Fargo 947,000.00 3/15/2006 N 2
151021383 524,000.00 521,718.67 Purchase AUS Wells Fargo 655,000.00 3/9/2006 N 2
151077773 539,000.00 536,653.43 C/O Refi Income Only Wells Fargo 695,000.00 3/24/2006 N 2
151194305 559,000.00 559,000.00 C/O Refi Asset Only Wells Fargo 705,000.00 3/31/2006 N 2
151204989 666,300.00 666,300.00 R/T Refi Asset Only Wells Fargo 960,000.00 3/17/2006 N 2
151208816 468,000.00 468,000.00 Purchase AUS Wells Fargo 585,000.00 3/16/2006 N 2
151264074 466,848.00 466,466.15 C/O Refi Full Wells Fargo 583,560.00 3/20/2006 N 2
151271707 425,000.00 423,194.15 C/O Refi Asset Only Wells Fargo 580,000.00 3/30/2006 N 2
151339736 864,000.00 864,000.00 Purchase Full Wells Fargo 1,105,600.00 4/5/2006 N 2
151467024 452,000.00 450,430.14 Purchase AUS Wells Fargo 568,000.00 4/3/2006 N 2
EXHIBIT D-3
LOAN GROUP 3
MORTGAGE LOAN SCHEDULE
D-3-1
LOANID OCC PROPTYPE OTERM CORTERM OLTV RATE FPDATE NDDATE S_MATDATE PANDI PTDATE OBAL
144752029 Primary SFR 360 355 56.88 6.375 5/1/2006 9/1/2006 4/1/2036 3,637.17 8/1/2006 583,000.00
203129887 Primary SFR 360 355 63.49 6.375 5/1/2006 10/1/2006 4/1/2036 5,312.50 9/1/2006 1,000,000.00
203041983 Primary SFR 360 355 80 6.25 5/1/2006 9/1/2006 4/1/2036 3,448.02 8/1/2006 560,000.00
144745536 Primary SFR 360 355 36.97 6.25 5/1/2006 10/1/2006 4/1/2036 3,755.88 9/1/2006 610,000.00
203201363 Primary SFR 360 355 80 6.375 5/1/2006 9/1/2006 4/1/2036 2,443.75 8/1/2006 460,000.00
144753068 Primary SFR 360 355 78.83 6.25 5/1/2006 9/1/2006 4/1/2036 2,812.50 8/1/2006 540,000.00
144748084 Primary SFR 360 356 66.71 6.25 6/1/2006 10/1/2006 5/1/2036 2,973.92 9/1/2006 483,000.00
203206404 Primary SFR 360 355 70 6.25 5/1/2006 9/1/2006 4/1/2036 3,244.27 8/1/2006 622,900.00
144760220 Primary SFR 360 355 58.12 6.375 5/1/2006 10/1/2006 4/1/2036 3,281.56 9/1/2006 526,000.00
144588761 Primary SFR 360 354 63.58 6.25 4/1/2006 9/1/2006 3/1/2036 2,578.12 8/1/2006 495,000.00
203145495 Primary PUD 360 355 51 6.25 5/1/2006 9/1/2006 4/1/2036 2,656.25 8/1/2006 510,000.00
31090681 Primary SFR 360 355 55.56 6.25 5/1/2006 9/1/2006 4/1/2036 6,157.17 8/1/2006 1,000,000.00
144753530 Primary SFR 360 355 75 6.375 5/1/2006 9/1/2006 4/1/2036 3,187.50 8/1/2006 600,000.00
144608288 Primary SFR 360 355 54.55 6.375 5/1/2006 9/1/2006 4/1/2036 3,767.63 8/1/2006 709,200.00
144752052 Primary SFR 360 355 65.34 6.25 5/1/2006 10/1/2006 4/1/2036 3,540.38 9/1/2006 575,000.00
203233929 Primary SFR 360 356 79.9 6.25 6/1/2006 10/1/2006 5/1/2036 3,393.84 9/1/2006 551,200.00
144742194 Primary SFR 360 355 52.79 6.375 5/1/2006 10/1/2006 4/1/2036 5,614.83 9/1/2006 900,000.00
203167945 Primary PUD 360 355 65.25 6.375 5/1/2006 9/1/2006 4/1/2036 2,443.75 8/1/2006 460,000.00
203058664 Primary SFR 360 355 75.63 6.375 5/1/2006 9/1/2006 4/1/2036 5,614.83 8/1/2006 900,000.00
203030887 Primary SFR 360 355 80 6.25 5/1/2006 9/1/2006 4/1/2036 3,154.64 8/1/2006 512,352.00
203169438 Primary SFR 360 355 80 6.375 5/1/2006 10/1/2006 4/1/2036 2,789.95 9/1/2006 447,200.00
144737582 Primary SFR 360 355 73.86 6.375 5/1/2006 9/1/2006 4/1/2036 4,055.16 8/1/2006 650,000.00
144751583 Primary SFR 360 355 42.88 6.375 5/1/2006 9/1/2006 4/1/2036 3,905.43 8/1/2006 626,000.00
144860095 Primary SFR 360 355 35.21 6.375 5/1/2006 9/1/2006 4/1/2036 2,656.25 8/1/2006 500,000.00
203181094 Primary PUD 360 355 80 6.25 5/1/2006 9/1/2006 4/1/2036 2,832.30 8/1/2006 460,000.00
144747896 Primary PUD 360 355 80 6.25 5/1/2006 9/1/2006 4/1/2036 2,729.17 8/1/2006 524,000.00
32174815 Primary SFR 360 355 20.6 6.375 5/1/2006 9/1/2006 4/1/2036 3,212.93 8/1/2006 515,000.00
36708337 Primary SFR 360 355 73.48 6.25 5/1/2006 9/1/2006 4/1/2036 3,817.45 8/1/2006 620,000.00
203178645 Primary SFR 360 355 76.92 6.25 5/1/2006 10/1/2006 4/1/2036 3,078.59 9/1/2006 500,000.00
144673621 Primary SFR 360 355 43.68 6.375 5/1/2006 9/1/2006 4/1/2036 5,926.77 8/1/2006 950,000.00
144736204 Primary SFR 360 355 79.84 6.25 5/1/2006 10/1/2006 4/1/2036 2,557.29 9/1/2006 491,000.00
203308770 Primary SFR 360 355 74.52 6.375 5/1/2006 9/1/2006 4/1/2036 3,743.22 8/1/2006 600,000.00
35067909 Primary SFR 360 356 74.97 6.25 6/1/2006 9/1/2006 5/1/2036 3,385.42 8/1/2006 650,000.00
203020102 Primary PUD 360 354 78.36 6.25 4/1/2006 9/1/2006 3/1/2036 3,979.17 8/1/2006 764,000.00
203122916 Primary SFR 360 355 54.12 6.25 5/1/2006 9/1/2006 4/1/2036 2,395.83 8/1/2006 460,000.00
202711156 Primary SFR 360 352 80 6.25 2/1/2006 9/1/2006 1/1/2036 3,416.67 8/1/2006 656,000.00
144579422 Primary PUD 360 354 62.81 6.25 4/1/2006 10/1/2006 3/1/2036 5,208.07 9/1/2006 999,950.00
34139410 Primary SFR 354 348 75 6.25 4/1/2006 9/1/2006 9/1/2035 3,924.74 8/1/2006 633,750.00
34405852 Primary SFR 360 356 65.31 6.375 6/1/2006 9/1/2006 5/1/2036 2,550.00 8/1/2006 480,000.00
35384957 Primary PUD 360 356 73.62 6.25 6/1/2006 10/1/2006 5/1/2036 3,125.00 9/1/2006 600,000.00
35982040 Primary SFR 360 356 80 6.375 6/1/2006 9/1/2006 5/1/2036 3,194.22 8/1/2006 512,000.00
36236727 Primary SFR 360 356 80 6.375 6/1/2006 9/1/2006 5/1/2036 3,351.13 8/1/2006 630,800.00
144308814 Primary PUD 360 356 54.68 6.375 6/1/2006 10/1/2006 5/1/2036 2,295.00 9/1/2006 432,000.00
144769288 Primary SFR 360 356 45.45 6.375 6/1/2006 9/1/2006 5/1/2036 3,119.35 8/1/2006 500,000.00
144776705 Primary SFR 360 356 80 6.375 6/1/2006 9/1/2006 5/1/2036 3,053.63 8/1/2006 574,800.00
144954260 Primary SFR 360 356 75.04 6.375 6/1/2006 10/1/2006 5/1/2036 2,869.81 9/1/2006 460,000.00
203077607 Primary SFR 360 356 75 6.375 6/1/2006 12/1/2006 5/1/2036 3,396.97 11/1/2006 544,500.00
203166616 Primary PUD 360 356 56.43 6.25 6/1/2006 9/1/2006 5/1/2036 4,687.50 8/1/2006 900,000.00
203172796 Primary PUD 360 355 80 6.25 5/1/2006 10/1/2006 4/1/2036 3,694.30 9/1/2006 600,000.00
203174008 Primary SFR 360 356 59.6 6.375 6/1/2006 9/1/2006 5/1/2036 3,680.83 8/1/2006 590,000.00
203209242 Primary SFR 360 355 61.88 6.375 5/1/2006 9/1/2006 4/1/2036 5,259.38 8/1/2006 990,000.00
203209473 Primary SFR 360 355 51.72 6.375 5/1/2006 9/1/2006 4/1/2036 3,979.06 8/1/2006 750,000.00
203253547 Primary SFR 360 355 80 6.375 5/1/2006 9/1/2006 4/1/2036 3,044.49 8/1/2006 488,000.00
203262704 Secondary PUD 360 356 75 6.25 6/1/2006 9/1/2006 5/1/2036 4,040.65 8/1/2006 656,250.00
203273255 Primary SFR 360 356 49.7 6.375 6/1/2006 9/1/2006 5/1/2036 3,119.35 8/1/2006 500,000.00
203275227 Primary SFR 360 356 80 6.375 6/1/2006 9/1/2006 5/1/2036 4,791.33 8/1/2006 768,000.00
203275326 Primary SFR 360 356 67.08 6.25 6/1/2006 9/1/2006 5/1/2036 4,002.17 8/1/2006 650,000.00
203276506 Primary SFR 360 356 41.46 6.375 6/1/2006 9/1/2006 5/1/2036 5,302.90 8/1/2006 850,000.00
203281704 Primary SFR 360 356 62.21 6.375 6/1/2006 10/1/2006 5/1/2036 2,395.94 9/1/2006 451,000.00
203300454 Primary SFR 360 356 70 6.375 6/1/2006 9/1/2006 5/1/2036 2,621.72 8/1/2006 493,500.00
203326681 Primary SFR 360 355 76.27 6.25 5/1/2006 10/1/2006 4/1/2036 2,770.73 9/1/2006 450,000.00
203339510 Primary SFR 360 356 75 6.25 6/1/2006 10/1/2006 5/1/2036 3,417.23 9/1/2006 555,000.00
203345855 Primary SFR 360 356 53.07 6.25 6/1/2006 9/1/2006 5/1/2036 2,924.66 8/1/2006 475,000.00
203381702 Primary SFR 360 356 80 6.375 6/1/2006 9/1/2006 5/1/2036 3,478.70 8/1/2006 557,600.00
203436902 Primary PUD 360 356 70 6.375 6/1/2006 9/1/2006 5/1/2036 5,998.05 8/1/2006 961,426.00
203351465 Investor SFR 360 356 75 6.25 6/1/2006 10/1/2006 5/1/2036 3,879.02 9/1/2006 630,000.00
203286372 Primary SFR 360 357 60.21 6.375 7/1/2006 11/1/2006 6/1/2036 3,662.12 10/1/2006 587,000.00
31613524 Primary SFR 343 336 79.94 6.375 3/1/2006 9/1/2006 9/1/2034 5,112.40 8/1/2006 806,000.00
203615406 Primary SFR 360 357 80 6.25 7/1/2006 9/1/2006 6/1/2036 5,898.27 8/1/2006 957,950.00
203337639 Primary SFR 360 357 71.82 6.375 7/1/2006 10/1/2006 6/1/2036 4,055.16 9/1/2006 650,000.00
203420377 Primary PUD 360 357 69.52 6.375 7/1/2006 9/1/2006 6/1/2036 3,899.19 8/1/2006 625,000.00
203452149 Primary SFR 360 357 80 6.375 7/1/2006 10/1/2006 6/1/2036 2,465.00 9/1/2006 464,000.00
203526819 Primary SFR 360 357 44.55 6.375 7/1/2006 9/1/2006 6/1/2036 3,056.96 8/1/2006 490,000.00
144987856 Primary SFR 360 357 68.89 6.25 7/1/2006 10/1/2006 6/1/2036 4,771.81 9/1/2006 775,000.00
203450804 Primary SFR 360 357 77.83 6.375 7/1/2006 9/1/2006 6/1/2036 2,913.47 8/1/2006 467,000.00
203350061 Primary SFR 360 356 80 6.375 6/1/2006 9/1/2006 5/1/2036 2,794.94 8/1/2006 448,000.00
203234158 Primary SFR 360 355 80 6.25 5/1/2006 9/1/2006 4/1/2036 2,704.23 8/1/2006 439,200.00
145171328 Primary SFR 360 357 63.64 6.375 7/1/2006 9/1/2006 6/1/2036 3,275.32 8/1/2006 525,000.00
203138359 Primary SFR 360 356 80 6.375 6/1/2006 10/1/2006 5/1/2036 3,498.67 9/1/2006 560,800.00
203299656 Primary SFR 360 356 74.88 6.375 6/1/2006 10/1/2006 5/1/2036 3,493.67 9/1/2006 560,000.00
144955598 Primary SFR 360 357 72.37 6.375 7/1/2006 9/1/2006 6/1/2036 3,431.29 8/1/2006 550,000.00
203502281 Secondary SFR 360 357 59.58 6.375 7/1/2006 9/1/2006 6/1/2036 6,226.22 8/1/2006 998,000.00
203308119 Primary PUD 360 357 59.19 6.25 7/1/2006 9/1/2006 6/1/2036 4,919.58 8/1/2006 799,000.00
203463161 Primary SFR 360 357 58.82 6.375 7/1/2006 9/1/2006 6/1/2036 3,431.28 8/1/2006 550,000.00
63185128 Primary SFR 360 355 58.82 6.25 5/1/2006 9/1/2006 4/1/2036 3,078.59 8/1/2006 500,000.00
63251326 Primary Condo 360 355 59.67 6.375 5/1/2006 9/1/2006 4/1/2036 1,559.67 8/1/2006 250,000.00
63805758 Secondary Condo 360 356 79.96 6.25 6/1/2006 9/1/2006 5/1/2036 2,752.26 8/1/2006 447,000.00
63877955 Primary SFR 360 355 70.15 6.375 5/1/2006 10/1/2006 4/1/2036 2,932.19 9/1/2006 470,000.00
64356579 Primary SFR 360 356 75 6.25 6/1/2006 10/1/2006 5/1/2036 2,840.00 9/1/2006 461,250.00
150087914 Secondary SFR 360 355 79.94 6.375 5/1/2006 9/1/2006 4/1/2036 2,417.19 8/1/2006 455,000.00
150293017 Primary SFR 360 354 74.81 6.25 4/1/2006 9/1/2006 3/1/2036 9,235.76 8/1/2006 1,500,000.00
150314482 Primary SFR 360 355 80 6.375 5/1/2006 9/1/2006 4/1/2036 2,854.83 8/1/2006 457,600.00
150314904 Primary SFR 360 354 80 6.25 4/1/2006 9/1/2006 3/1/2036 3,275.62 8/1/2006 532,000.00
150319317 Primary SFR 360 354 74.96 6.25 4/1/2006 9/1/2006 3/1/2036 3,069.36 8/1/2006 498,500.00
150321735 Primary SFR 360 354 80 6.375 4/1/2006 9/1/2006 3/1/2036 3,269.08 8/1/2006 524,000.00
150337343 Secondary SFR 360 356 80 6.375 6/1/2006 9/1/2006 5/1/2036 3,318.49 8/1/2006 531,920.00
150362978 Primary SFR 360 355 71.63 6.25 5/1/2006 9/1/2006 4/1/2036 3,109.38 8/1/2006 505,000.00
150386589 Primary SFR 360 355 80 6.375 5/1/2006 9/1/2006 4/1/2036 2,884.78 8/1/2006 462,400.00
150389922 Primary SFR 360 355 48.78 6.375 5/1/2006 10/1/2006 4/1/2036 6,238.70 9/1/2006 999,999.00
150405397 Primary SFR 360 354 80 6.25 4/1/2006 9/1/2006 3/1/2036 3,078.59 8/1/2006 500,000.00
150479863 Primary SFR 360 354 80 6.25 4/1/2006 9/1/2006 3/1/2036 3,226.36 8/1/2006 524,000.00
150534055 Primary SFR 360 354 72.17 6.25 4/1/2006 9/1/2006 3/1/2036 3,201.73 8/1/2006 520,000.00
150535813 Primary SFR 360 355 54.64 6.25 5/1/2006 9/1/2006 4/1/2036 6,156.44 8/1/2006 999,880.00
150646735 Primary SFR 360 354 60.81 6.375 4/1/2006 10/1/2006 3/1/2036 2,807.41 9/1/2006 450,000.00
150826212 Primary SFR 360 355 80 6.25 5/1/2006 10/1/2006 4/1/2036 2,930.20 9/1/2006 475,900.00
150828382 Primary SFR 360 355 80 6.25 5/1/2006 9/1/2006 4/1/2036 3,526.83 8/1/2006 572,800.00
150923233 Primary SFR 360 355 45.58 6.375 5/1/2006 9/1/2006 4/1/2036 2,801.18 8/1/2006 449,000.00
150971323 Primary Condo 360 355 80 6.25 5/1/2006 9/1/2006 4/1/2036 2,807.68 8/1/2006 456,000.00
151068376 Primary 2-Family 360 355 75 6.25 5/1/2006 10/1/2006 4/1/2036 3,417.24 9/1/2006 555,000.00
151087251 Primary SFR 360 355 80 6.375 5/1/2006 9/1/2006 4/1/2036 2,869.81 8/1/2006 460,000.00
151093341 Primary SFR 360 355 75 6.375 5/1/2006 9/1/2006 4/1/2036 2,713.84 8/1/2006 435,000.00
151102878 Primary SFR 360 355 70.15 6.375 5/1/2006 9/1/2006 4/1/2036 3,487.44 8/1/2006 559,000.00
151105491 Primary SFR 360 355 80 6.375 5/1/2006 9/1/2006 4/1/2036 2,645.21 8/1/2006 424,000.00
151152527 Primary SFR 360 355 80 6.375 5/1/2006 9/1/2006 4/1/2036 2,994.58 8/1/2006 480,000.00
151208824 Primary SFR 360 355 79.3 6.375 5/1/2006 9/1/2006 4/1/2036 3,106.25 8/1/2006 497,900.00
151263811 Primary SFR 360 355 80 6.375 5/1/2006 9/1/2006 4/1/2036 3,743.22 8/1/2006 600,000.00
151291937 Primary SFR 360 355 75 6.375 5/1/2006 9/1/2006 4/1/2036 3,181.74 8/1/2006 510,000.00
151365426 Primary SFR 360 355 62.78 6.25 5/1/2006 9/1/2006 4/1/2036 2,616.80 8/1/2006 425,000.00
151377611 Primary SFR 360 356 80 6.375 6/1/2006 10/1/2006 5/1/2036 3,518.63 9/1/2006 564,000.00
151380326 Secondary SFR 360 356 63.5 6.375 6/1/2006 9/1/2006 5/1/2036 3,961.58 8/1/2006 635,000.00
151408838 Primary SFR 360 356 80 6.25 6/1/2006 9/1/2006 5/1/2036 3,250.99 8/1/2006 528,000.00
151460821 Primary Condo 360 356 80 6.375 6/1/2006 10/1/2006 5/1/2036 3,868.00 9/1/2006 620,000.00
151516168 Primary SFR 360 355 79.96 6.25 5/1/2006 9/1/2006 4/1/2036 2,752.26 8/1/2006 447,000.00
151584596 Primary SFR 360 355 77.87 6.375 5/1/2006 9/1/2006 4/1/2036 2,963.39 8/1/2006 475,000.00
151962453 Primary SFR 360 355 61 6.25 5/1/2006 9/1/2006 4/1/2036 3,177.08 8/1/2006 610,000.00
LOANID COBAL PURPOSE DOC SERVICER OAPPVAL ODATE PPEN NGROUP
144752029 580,271.25 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,025,000.00 3/31/2006 N 3
203129887 1,000,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 1,600,000.00 3/10/2006 N 3
203041983 551,771.02 Purchase FAD(Full or Alt or AUS) SunTrust 725,000.00 3/13/2006 N 3
144745536 600,789.97 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,650,000.00 3/23/2006 N 3
203201363 460,000.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 575,000.00 3/16/2006 N 3
144753068 539,736.59 R/T Refi FAD(Full or Alt or AUS) SunTrust 685,000.00 4/3/2006 N 3
144748084 481,152.45 R/T Refi FAD(Full or Alt or AUS) SunTrust 724,000.00 4/3/2006 N 3
203206404 622,893.59 Purchase FAD(Full or Alt or AUS) SunTrust 891,000.00 3/14/2006 N 3
144760220 523,444.87 C/O Refi FAD(Full or Alt or AUS) SunTrust 905,000.00 3/28/2006 N 3
144588761 494,897.60 C/O Refi FAD(Full or Alt or AUS) SunTrust 778,500.00 3/2/2006 N 3
203145495 509,912.27 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,000,000.00 3/22/2006 N 3
31090681 995,206.13 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,800,000.00 3/27/2006 N 3
144753530 599,160.80 C/O Refi FAD(Full or Alt or AUS) SunTrust 800,000.00 3/23/2006 N 3
144608288 709,134.16 R/T Refi FAD(Full or Alt or AUS) SunTrust 1,300,000.00 3/20/2006 N 3
144752052 572,243.49 R/T Refi FAD(Full or Alt or AUS) SunTrust 880,000.00 4/3/2006 N 3
203233929 549,091.57 Purchase FAD(Full or Alt or AUS) SunTrust 695,000.00 4/7/2006 N 3
144742194 895,787.57 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,705,000.00 3/28/2006 N 3
203167945 260,000.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 705,000.00 3/27/2006 N 3
203058664 895,787.57 Purchase FAD(Full or Alt or AUS) SunTrust 1,200,000.00 3/28/2006 N 3
203030887 509,895.84 Purchase FAD(Full or Alt or AUS) SunTrust 642,000.00 3/28/2006 N 3
203169438 445,106.88 Purchase FAD(Full or Alt or AUS) SunTrust 597,500.00 3/1/2006 N 3
144737582 645,903.33 C/O Refi FAD(Full or Alt or AUS) SunTrust 880,000.00 3/27/2006 N 3
144751583 623,070.02 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,460,000.00 3/27/2006 N 3
144860095 499,970.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,420,000.00 4/4/2006 N 3
203181094 457,794.81 C/O Refi FAD(Full or Alt or AUS) SunTrust 575,000.00 3/29/2006 N 3
144747896 523,381.60 Purchase FAD(Full or Alt or AUS) SunTrust 655,000.00 3/23/2006 N 3
32174815 512,589.56 C/O Refi FAD(Full or Alt or AUS) SunTrust 2,500,000.00 3/27/2006 N 3
36708337 615,059.44 Purchase FAD(Full or Alt or AUS) SunTrust 850,000.00 3/22/2006 N 3
203178645 497,603.05 R/T Refi NIV SunTrust 650,000.00 3/23/2006 N 3
144673621 945,553.54 R/T Refi NIV SunTrust 2,175,000.00 3/21/2006 N 3
144736204 491,000.00 R/T Refi NIV SunTrust 615,000.00 3/17/2006 N 3
203308770 590,233.46 Purchase NIV SunTrust 810,000.00 3/31/2006 N 3
35067909 650,000.00 C/O Refi NIV SunTrust 867,000.00 4/10/2006 N 3
203020102 764,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 975,000.00 2/28/2006 N 3
203122916 459,987.43 C/O Refi PS+(PS + W-2 or 1040) SunTrust 850,000.00 3/17/2006 N 3
202711156 646,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 870,000.00 12/13/2005 N 3
144579422 999,944.36 Purchase FAD(Full or Alt or AUS) SunTrust 1,592,000.00 2/23/2006 N 3
34139410 629,756.79 Purchase FAD(Full or Alt or AUS) SunTrust 845,000.00 2/28/2006 N 3
34405852 480,000.00 C/O Refi NIV SunTrust 735,000.00 4/21/2006 N 3
35384957 600,000.00 R/T Refi FAD(Full or Alt or AUS) SunTrust 815,000.00 4/11/2006 N 3
35982040 510,087.95 Purchase FAD(Full or Alt or AUS) SunTrust 655,000.00 4/21/2006 N 3
36236727 630,800.00 Purchase FAD(Full or Alt or AUS) SunTrust 800,000.00 4/7/2006 N 3
144308814 431,770.53 Purchase NIV SunTrust 815,000.00 4/28/2006 N 3
144769288 498,020.47 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,100,000.00 4/14/2006 N 3
144776705 574,800.00 Purchase FAD(Full or Alt or AUS) SunTrust 735,000.00 4/21/2006 N 3
144954260 457,475.73 R/T Refi FAD(Full or Alt or AUS) SunTrust 613,000.00 4/19/2006 N 3
203077607 542,466.62 Purchase FAD(Full or Alt or AUS) SunTrust 730,000.00 4/10/2006 N 3
203166616 900,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 1,595,000.00 4/28/2006 N 3
203172796 597,123.69 Purchase FAD(Full or Alt or AUS) SunTrust 750,000.00 3/28/2006 N 3
203174008 587,676.06 C/O Refi FAD(Full or Alt or AUS) SunTrust 990,000.00 4/4/2006 N 3
203209242 990,000.00 R/T Refi NIV SunTrust 1,600,000.00 3/16/2006 N 3
203209473 747,500.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,450,000.00 4/4/2006 N 3
203253547 484,566.03 Purchase FAD(Full or Alt or AUS) SunTrust 610,000.00 3/30/2006 N 3
203262704 653,739.76 R/T Refi FAD(Full or Alt or AUS) SunTrust 875,000.00 4/20/2006 N 3
203273255 498,132.79 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,006,000.00 4/17/2006 N 3
203275227 765,131.92 R/T Refi FAD(Full or Alt or AUS) SunTrust 960,000.00 4/11/2006 N 3
203275326 647,513.65 Purchase FAD(Full or Alt or AUS) SunTrust 970,000.00 4/24/2006 N 3
203276506 846,825.72 Purchase FAD(Full or Alt or AUS) SunTrust 2,050,000.00 4/10/2006 N 3
203281704 450,582.03 R/T Refi FAD(Full or Alt or AUS) SunTrust 725,000.00 4/6/2006 N 3
203300454 493,500.00 C/O Refi FAD(Full or Alt or AUS) SunTrust 705,000.00 4/21/2006 N 3
203326681 447,842.74 Purchase NIV SunTrust 590,000.00 3/28/2006 N 3
203339510 552,877.06 Purchase NIV SunTrust 760,000.00 4/12/2006 N 3
203345855 473,183.06 C/O Refi FAD(Full or Alt or AUS) SunTrust 895,000.00 4/10/2006 N 3
203381702 555,517.69 Purchase FAD(Full or Alt or AUS) SunTrust 697,000.00 4/26/2006 N 3
203436902 957,835.63 Purchase FAD(Full or Alt or AUS) SunTrust 1,380,000.00 4/21/2006 N 3
203351465 627,590.18 Purchase FAD(Full or Alt or AUS) SunTrust 840,000.00 4/18/2006 N 3
203286372 585,014.10 R/T Refi FAD(Full or Alt or AUS) SunTrust 975,000.00 5/22/2006 N 3
31613524 800,092.86 Purchase FAD(Full or Alt or AUS) SunTrust 1,010,000.00 1/13/2006 N 3
203615406 955,208.93 Purchase NIV SunTrust 1,200,000.00 5/31/2006 N 3
203337639 648,184.29 R/T Refi FAD(Full or Alt or AUS) SunTrust 905,000.00 5/25/2006 N 3
203420377 621,604.21 Purchase FAD(Full or Alt or AUS) SunTrust 900,000.00 5/4/2006 N 3
203452149 464,000.00 Purchase FAD(Full or Alt or AUS) SunTrust 590,000.00 5/5/2006 N 3
203526819 488,631.25 Purchase FAD(Full or Alt or AUS) SunTrust 1,100,000.00 5/15/2006 N 3
144987856 772,782.44 C/O Refi FAD(Full or Alt or AUS) SunTrust 1,125,000.00 5/22/2006 N 3
203450804 465,695.50 C/O Refi FAD(Full or Alt or AUS) SunTrust 600,000.00 5/3/2006 N 3
203350061 446,326.97 C/O Refi FAD(Full or Alt or AUS) SunTrust 560,000.00 4/21/2006 N 3
203234158 437,094.53 Purchase FAD(Full or Alt or AUS) SunTrust 550,000.00 3/27/2006 N 3
145171328 523,533.46 C/O Refi FAD(Full or Alt or AUS) SunTrust 825,000.00 5/30/2006 N 3
203138359 558,705.71 Purchase FAD(Full or Alt or AUS) SunTrust 710,000.00 4/10/2006 N 3
203299656 557,908.72 Purchase FAD(Full or Alt or AUS) SunTrust 760,000.00 4/26/2006 N 3
144955598 548,162.04 R/T Refi FAD(Full or Alt or AUS) SunTrust 760,000.00 5/8/2006 N 3
203502281 993,652.30 R/T Refi NIV SunTrust 1,675,000.00 5/17/2006 N 3
203308119 796,612.99 R/T Refi NIV SunTrust 1,350,000.00 5/8/2006 N 3
203463161 548,463.66 Purchase PS+(PS + W-2 or 1040) SunTrust 935,000.00 5/11/2006 N 3
63185128 497,603.05 Purchase Asset Only βββββ� Fargo 861,000.00 3/31/2006 N 3
63251326 248,829.92 Purchase Asset Only βββββ� Fargo 419,000.00 3/8/2006 N 3
63805758 445,290.16 Purchase AUS βββββ� Fargo 560,000.00 4/3/2006 N 3
63877955 467,800.18 Purchase Asset Only βββββ� Fargo 670,000.00 3/30/2006 N 3
64356579 459,485.64 Purchase AUS βββββ� Fargo 622,000.00 4/17/2006 N 3
150087914 455,000.00 Purchase Asset Only βββββ� Fargo 570,000.00 3/27/2006 N 3
150293017 1,491,189.04 Purchase Full βββββ� Fargo 2,010,000.00 3/1/2006 N 3
150314482 455,458.21 Purchase AUS βββββ� Fargo 572,000.00 3/13/2006 N 3
150314904 528,931.55 Purchase AUS βββββ� Fargo 665,000.00 2/13/2006 N 3
150319317 495,407.42 C/O Refi AUS βββββ� Fargo 665,000.00 2/14/2006 N 3
150321735 521,049.06 Purchase AUS βββββ� Fargo 655,000.00 2/14/2006 N 3
150337343 529,933.59 Purchase AUS βββββ� Fargo 670,000.00 4/3/2006 N 3
150362978 502,579.05 Purchase AUS βββββ� Fargo 705,000.00 3/3/2006 N 3
150386589 460,235.73 Purchase Asset Only βββββ� Fargo 580,000.00 3/15/2006 N 3
150389922 995,318.50 C/O Refi Asset Only βββββ� Fargo 2,050,000.00 3/23/2006 N 3
150405397 497,116.14 Purchase AUS βββββ� Fargo 670,000.00 2/7/2006 N 3
150479863 520,977.73 Purchase AUS βββββ� Fargo 655,000.00 2/15/2006 N 3
150534055 517,000.52 C/O Refi AUS βββββ� Fargo 720,500.00 2/23/2006 N 3
150535813 995,086.68 C/O Refi Asset Only βββββ� Fargo 1,830,000.00 3/14/2006 N 3
150646735 447,465.85 R/T Refi Asset Only βββββ� Fargo 740,000.00 2/27/2006 N 3
150826212 473,618.58 Purchase AUS βββββ� Fargo 594,900.00 3/2/2006 N 3
150828382 570,054.06 Purchase Asset Only βββββ� Fargo 716,000.00 3/23/2006 N 3
150923233 446,493.11 C/O Refi AUS βββββ� Fargo 985,000.00 3/10/2006 N 3
150971323 453,813.95 Purchase AUS βββββ� Fargo 570,000.00 3/16/2006 N 3
151068376 552,339.34 Purchase Asset Only βββββ� Fargo 825,000.00 3/9/2006 N 3
151087251 457,846.94 Purchase AUS βββββ� Fargo 585,500.00 3/24/2006 N 3
151093341 432,963.98 C/O Refi Asset Only βββββ� Fargo 580,000.00 3/20/2006 N 3
151102878 556,332.66 Purchase Asset Only βββββ� Fargo 797,000.00 3/16/2006 N 3
151105491 421,793.39 Purchase Full βββββ� Fargo 530,000.00 3/16/2006 N 3
151152527 477,753.36 Purchase Asset Only βββββ� Fargo 600,000.00 3/17/2006 N 3
151208824 495,569.58 Purchase AUS βββββ� Fargo 634,000.00 3/27/2006 N 3
151263811 597,191.73 Purchase Asset Only βββββ� Fargo 750,000.00 3/14/2006 N 3
151291937 507,612.96 C/O Refi Asset Only βββββ� Fargo 680,000.00 3/22/2006 N 3
151365426 422,962.59 C/O Refi AUS βββββ� Fargo 677,000.00 3/17/2006 N 3
151377611 561,830.37 C/O Refi Asset Only βββββ� Fargo 705,000.00 4/4/2006 N 3
151380326 629,596.63 C/O Refi Asset Only βββββ� Fargo 1,000,000.00 4/10/2006 N 3
151408838 525,434.07 Purchase AUS βββββ� Fargo 660,000.00 3/31/2006 N 3
151460821 617,684.63 Purchase AUS βββββ� Fargo 775,000.00 4/4/2006 N 3
151516168 444,857.12 Purchase Full βββββ� Fargo 559,000.00 3/31/2006 N 3
151584596 472,776.74 R/T Refi AUS βββββ� Fargo 610,000.00 3/30/2006 N 3
151962453 610,000.00 Purchase Full βββββ� Fargo 1,000,000.00 3/21/2006 N 3
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
September 28, 2006
To: U.S. Bank National Association
ββββ ββββββββββββ ββ., βββββ� β�
βββββββββ�, ββ βββββ�
Attention: ββββ ββββββ
Re: The Pooling and Servicing Agreement dated September 28, 2006, among Banc of
America Funding Corporation, as Depositor, βββββ� Fargo Bank, N.A., as
Securities Administrator, CitiMortgage, Inc., as Master Servicer, and U.S.
Bank National Association, 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:
-------------------------------
----------------------------------------
E-1
Date: __________________________________
Custodian
U.S. Bank National Association
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
September 28, 2006
[_______________] hereby certifies that it has established a [__________]
Account pursuant to Section [________] of the Pooling and Servicing Agreement,
dated September 28, 2006, among Banc of America Funding Corporation, as
Depositor, βββββ� Fargo Bank, N.A., as Securities Administrator, CitiMortgage,
Inc., as Master Servicer, and U.S. Bank National Association, as Trustee.
[_______________],
By:
------------------------------------
Name:
----------------------------------
Title:
----------------------------------
F-1
EXHIBIT G-1
FORM OF TRANSFEROR'S CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
βββββ� Fargo Bank, N.A.
βββββ� ββββββ βββ� βββββββββ� ββββββ
βββββββββββ�, βββββββββ� βββββ�-ββββ
Attention: Corporate Trust Services - BAFC 2006-6
Re: Banc of America Funding Corporation, Mortgage Pass-Through Certificates,
Series 2006-6, Class ___, having an initial aggregate Certificate Balance
as of September 28, 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 September 28, 2006, among Banc of America Funding
Corporation, as Depositor, βββββ� Fargo Bank, N.A., as Securities Administrator,
CitiMortgage, Inc., as Master Servicer, and U.S. Bank National Association, 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 Securities
Administrator, 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
G-1-1
any state securities laws, or would require registration or qualification
of the Transferred Certificates pursuant to the 1933 Act or any state
securities laws.
Very truly yours,
----------------------------------------
(Transferor)
By:
------------------------------------
Name:
----------------------------------
Title:
----------------------------------
G-1-2
EXHIBIT G-2A
FORM 1 OF TRANSFEREE'S CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
βββββ� Fargo Bank, N.A.
βββββ� ββββββ βββ� βββββββββ� ββββββ
βββββββββββ�, βββββββββ� βββββ�-ββββ
Attention: Corporate Trust Services - BAFC 2006-6
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2006-6, Class ___, having an initial aggregate
Certificate Balance as of September 28, 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 September 28, 2006, among Banc of America
Funding Corporation, as Depositor, βββββ� Fargo Bank, N.A., as Securities
Administrator, CitiMortgage, Inc., as Master Servicer, and U.S. Bank National
Association, 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 Securities Administrator, 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") βββββ� Fargo Bank, N.A., as Securities Administrator 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 association or
equivalent institute and (b) has an audited net worth of at least
--------
(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
$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") βββββ� Fargo Bank, N.A., as Securities Administrator, 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]
βββββ� Fargo Bank, N.A.
βββββ� ββββββ βββ� βββββββββ� ββββββ
βββββββββββ�, βββββββββ� βββββ�-ββββ
Attention: Corporate Trust Services - BAFC 2006-6
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2006-6, Class ___, having an initial aggregate
Certificate Principal Balance as of September 28, 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 September 28, 2006, among Banc of
America Funding Corporation, as Depositor, βββββ� Fargo Bank, N.A., as Securities
Administrator, CitiMortgage, Inc., as Master Servicer, and U.S. Bank National
Association, 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 Securities Administrator, 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
Securities Administrator 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 Securities Administrator 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
Securities Administrator 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
Securities Administrator or the Depositor and (ii) the Securities Administrator
shall
G-2B-1
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 Securities Administrator or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both.
3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates, any security issued in exchange therefor or in
lieu thereof or any interest in the foregoing except in compliance with the
provisions of Section 6.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND
IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT
REFERENCED HEREIN.
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 SECURITIES ADMINISTRATOR EITHER (I) A
REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES
ADMINISTRATOR, 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
G-2B-2
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 SECURITIES ADMINISTRATOR, 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 A VIOLATION OF SIMILAR LAW
AND WILL NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES
ADMINISTRATOR 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 SECURITIES ADMINISTRATOR. 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
(d) 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
G-2B-3
come within such paragraphs and has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of an
investment in the Transferred Certificates; the Transferee has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Transferee is able to bear the economic
risks of such an investment and can afford a complete loss of such investment.
7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
----------------------------------------
(Transferee)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Date:
----------------------------------
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
βββββ� Fargo Bank, N.A.
βββββ� ββββββ βββ� βββββββββ� ββββββ
βββββββββββ�, βββββββββ� βββββ�-ββββ
Attention: Corporate Trust Services - BAFC 2006-6
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2006-6, Class ___, having an initial aggregate
Certificate Principal Balance as of September 28, 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 September 28, 2006, among Banc of
America Funding Corporation, as Depositor, βββββ� Fargo Bank, N.A., CitiMortgage,
Inc., as Master Servicer, and U.S. Bank National Association, 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
Securities Administrator, 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 any ERISA Restricted Certificates (other than the Class
1-A-R Certificates), 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
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2006-6
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 September 28, 2006, among Banc of America Funding Corporation, as
Depositor, βββββ� Fargo Bank, N.A., as Securities Administrator, CitiMortgage,
Inc., as Master Servicer, and U.S. Bank National Association, 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
I-1
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives and, except as
may be provided in Treasury Regulations, persons holding interests in
pass-through entities as a nominee for another Person.)
5. The Transferee has reviewed the provisions of Section 6.02 of the
Agreement and understands the legal consequences of the acquisition of the
Residual Certificate including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding the transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 6.02 of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the transfer
to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a transfer affidavit in the form of
this Affidavit from any Person to whom the Transferee attempts to transfer the
Residual Certificate, and in connection with any transfer by a Person for whom
the Transferee is acting as nominee, trustee or agent, and the Transferee will
not transfer the Residual Certificate or cause the Residual Certificate to be
transferred to any Person that the Transferee knows is not a Permitted
Transferee.
7. The Transferee historically has paid its debts as they have become due,
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 a (i) 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 Securities Administrator with an effective
Internal Revenue Service Form W-8ECI (or successor thereto) or (B) the
Transferee has delivered to both the transferor and the Securities Administrator
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.
I-2
13. If the Transferee is purchasing the Residual Certificate in a transfer
intended to meet the safe harbor provisions of Treasury Regulations Sections
1.860E-1(c), the Transferee has executed and attached Attachment A hereto.
14. The Transferee is not an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code or any
federal, state or local law which is similar to ERISA or the Code, and the
Transferee is not acting on behalf of, or investing assets of, such a plan or
arrangement or using assets of such 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:
The consideration paid to the Transferee to acquire the Residual
Certificate equals or exceeds the excess of (a) the present value of the
anticipated tax liabilities over (b) the present value of the anticipated
savings associated with holding such Residual Certificate, in each case
calculated in accordance with U.S. Treasury Regulations Sections
1.860E-1(c)(7) and (8), computing present values using a discount rate
equal to the short-term Federal rate prescribed by Section 1274(d) of the
Code and the compounding period used by the Transferee.
OR
The transfer of the Residual Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:
(i) the Transferee is an "eligible corporation," as defined in U.S.
Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
from Residual Certificate will only be taxed in the United States;
(ii) at the time of the transfer, and at the close of the Transferee's two
fiscal years preceding the year of the transfer, the Transferee had
gross assets for financial reporting purposes (excluding any
obligation of a person related to the Transferee within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of
$100 million and net assets in excess of $10 million;
(iii) the Transferee will transfer the Residual Certificate only to another
"eligible corporation," as defined in U.S. Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the
requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;
(iv) the Transferee has determined the consideration paid to it to acquire
the Residual Certificate based on reasonable market assumptions
(including, but not limited to, borrowing and investment rates,
prepayment and loss assumptions, expense and reinvestment
assumptions, tax rates and other factors specific to the Transferee)
that it has determined in good faith; and
(v) in the event of any transfer of the Residual Certificate by the
Transferee, the Transferee will require its transferee to complete a
representation in the form of this Attachment A as a condition of
such transferee's purchase of the Residual Certificate.
I-5
EXHIBIT J
LIST OF RECORDATION STATES
Florida
Maryland
J-1
EXHIBIT K
FORM OF INITIAL CERTIFICATION OF THE [TRUSTEE] [CUSTODIAN]
September 28, ββββ
ββββ ββ βββββββ� Funding Corporation
βββ� βββββ� βββββ� ββββββ
βββββββββ�, βββββ� ββββββββ βββββ�
CitiMortgage, Inc.
ββββ ββββββ ββββ., βββββ� βββββ�
ββββββ, βββββ� βββββ�
Attention: Corporate Trust Services - BAFC 2006-6
Re: The Pooling and Servicing Agreement, dated September 28, 2006 (the
"Pooling and Servicing Agreement"), among the Depositor, CitiMortgage,
Inc., as Master Servicer, βββββ� Fargo Bank, N.A., as Securities
Administrator, and U.S. Bank National Association, 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
specified in any list of exceptions attached hereto, it has received the
original Mortgage Note relating to each of the Mortgage Loans listed on the
Mortgage Loan Schedule.
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.
K-1
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
[β�.β�.ββββ NATIONAL ASSOCIATION,
as Trustee]
[______________________,
as Custodian]
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
K-2
EXHIBIT L
FORM OF FINAL CERTIFICATION OF THE [TRUSTEE] [CUSTODIAN]
[__________ __, ____]
Banc of America Funding Corporation
βββ� βββββ� βββββ� ββββββ
βββββββββ�, βββββ� ββββββββ βββββ�
CitiMortgage, Inc.
ββββ ββββββ ββββ., βββββ� βββββ�
ββββββ, βββββ� βββββ�
Attention: Corporate Trust Services - BAFC 2006-6
Re: The Pooling and Servicing Agreement, dated September 28, 2006 (the
"Pooling and Servicing Agreement"), among the Depositor, CitiMortgage,
Inc., as Master Servicer, βββββ� Fargo Bank, N.A., as Securities
Administrator, and U.S. Bank National Association, 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.
[U.S. BANK NATIONAL ASSOCIATION,
as Trustee]
[__________________________,
as Custodian]
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
L-2
EXHIBIT M
Form of ββββββββ-βββββ� Certification
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2006-6
I, [________], a [_____________] of CitiMortgage, Inc. (the "Master
Servicer"), certify that:
1. I have reviewed this report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on
Form 10-K of the Banc of America Funding 2006-6 Trust (the "Exchange Act
Periodic Reports");
2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a whole,
do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered
by this report is included in the Exchange Act Periodic Reports;
4. I am responsible for reviewing the activities performed by the servicers
and based on my knowledge and the compliance reviews conducted in preparing
the servicer compliance statements required in this report under Item 1123
of Regulation AB, and except as disclosed in the Exchange Act Periodic
Reports, the servicers have fulfilled their obligations under the pooling
and servicing agreement, dated September 28, 2006, among Banc of America
Funding Corporation, as depositor, CitiMortgage, Inc., as master servicer,
βββββ� Fargo Bank, N.A. as securities administrator, and U.S. Bank National
Association, as trustee; 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 parties: Bank of America, National
Association, JPMorgan Chase Bank, National Association, SunTrust Mortgage, Inc.,
U.S. Bank National Association, Washington Mutual Bank and βββββ� Fargo Bank,
N.A.
[_________], 20[__]
M-1
EXHIBIT N
FORM OF BACK-UP CERTIFICATION
Banc of America Funding Corporation
Mortgage Pass-Through Certificates, Series 2006-6
I, _________________, the ____________ of βββββ� Fargo Bank, N.A.
(the "Securities Administrator"), certify to CitiMortgage, Inc. (the "Master
Servicer") and its officers, 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 calendar year
[___] and the Monthly Form 10-D's containing the Distribution Date Statements
filed in respect of periods included in the year covered by such annual report;
2. Based on my knowledge, the distribution information in the Distribution
Date Statements contained in the Monthly Form 10-D's included in the year
covered by the annual report on Form 10-K for the calendar year [___], taken as
a whole, does 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 as of the
last day of the period covered by that annual report; and
3. Based on my knowledge, the distribution, servicing or other information
required to be provided to the Securities Administrator by the Master Servicer
under the Pooling and Servicing Agreement, dated September 28, 2006, among Banc
of America Funding Corporation, as depositor, CitiMortgage, Inc., as master
servicer, βββββ� Fargo Bank, N.A., as securities administrator, and U.S. Bank
National Association, as trustee, for inclusion in these reports is included in
these reports.
[________], 200[ ]
βββββ� FARGO BANK, N.A.
as Securities Administrator
By:
-----------------------------------
Name:
Title:
N-1
EXHIBIT O
PLANNED BALANCE SCHEDULES
DISTRIBUTION DATE PAC CERTIFICATES
----------------- ----------------
Initial Balance.............................................. $118,483,000.00
October 25, 2006............................................. 118,023,693.63
November 25, 2006............................................ 117,510,757.14
December 25, 2006............................................ 116,944,446.48
January 25, 2007............................................. 116,324,987.23
February 25, 2007............................................ 115,652,639.26
March 25, 2007............................................... 114,927,696.57
April 25, 2007............................................... 114,150,487.15
May 25, 2007................................................. 113,321,372.77
June 25, 2007................................................ 112,440,748.76
July 25, 2007................................................ 111,509,043.70
August 25, 2007.............................................. 110,526,719.15
September 25, 2007........................................... 109,494,269.27
October 25, 2007............................................. 108,412,220.49
November 25, 2007............................................ 107,281,131.01
December 25, 2007............................................ 106,101,590.44
January 25, 2008............................................. 104,874,219.25
February 25, 2008............................................ 103,599,668.27
March 25, 2008............................................... 102,278,618.15
April 25, 2008............................................... 100,911,778.75
May 25, 2008................................................. 99,499,888.53
June 25, 2008................................................ 98,043,713.90
July 25, 2008................................................ 96,544,048.56
August 25, 2008.............................................. 95,001,712.74
September 25, 2008........................................... 93,417,552.50
October 25, 2008............................................. 91,792,496.27
November 25, 2008............................................ 90,158,064.13
December 25, 2008............................................ 88,534,485.23
January 25, 2009............................................. 86,921,689.54
February 25, 2009............................................ 85,319,607.53
March 25, 2009............................................... 83,728,170.09
April 25, 2009............................................... 82,147,308.59
May 25, 2009................................................. 80,576,954.80
June 25, 2009................................................ 79,017,041.00
July 25, 2009................................................ 77,467,499.85
August 25, 2009.............................................. 75,928,264.49
September 25, 2009........................................... 74,399,268.48
October 25, 2009............................................. 72,880,445.81
November 25, 2009............................................ 71,371,730.90
December 25, 2009............................................ 69,873,058.62
January 25, 2010............................................. 68,384,364.23
February 25, 2010............................................ 66,905,583.44
March 25, 2010............................................... 65,436,652.36
April 25, 2010............................................... 63,977,507.53
May 25, 2010................................................. 62,528,085.90
June 25, 2010................................................ 61,088,324.83
July 25, 2010................................................ 59,658,162.09
August 25, 2010.............................................. 58,237,535.85
O-1
DISTRIBUTION DATE PAC CERTIFICATES
----------------- ----------------
September 25, 2010........................................... 56,826,384.70
October 25, 2010............................................. 55,424,647.60
November 25, 2010............................................ 54,032,263.95
December 25, 2010............................................ $52,649,173.51
January 25, 2011............................................. 51,275,316.45
February 25, 2011............................................ 49,910,633.32
March 25, 2011............................................... 48,555,065.08
April 25, 2011............................................... 47,208,553.04
May 25, 2011................................................. 45,871,038.94
June 25, 2011................................................ 44,542,464.85
July 25, 2011................................................ 43,222,773.26
August 25, 2011.............................................. 41,911,907.00
September 25, 2011........................................... 40,609,809.31
October 25, 2011............................................. 39,390,537.18
November 25, 2011............................................ 38,179,773.56
December 25, 2011............................................ 36,977,462.98
January 25, 2012............................................. 35,783,550.34
February 25, 2012............................................ 34,597,980.89
March 25, 2012............................................... 33,420,700.24
April 25, 2012............................................... 32,251,654.35
May 25, 2012................................................. 31,090,789.54
June 25, 2012................................................ 29,938,052.49
July 25, 2012................................................ 28,793,390.21
August 25, 2012.............................................. 27,656,750.08
September 25, 2012........................................... 26,528,079.80
October 25, 2012............................................. 25,431,517.45
November 25, 2012............................................ 24,342,703.03
December 25, 2012............................................ 23,261,585.59
January 25, 2013............................................. 22,188,114.53
February 25, 2013............................................ 21,122,239.56
March 25, 2013............................................... 20,063,910.75
April 25, 2013............................................... 19,013,078.46
May 25, 2013................................................. 17,969,693.42
June 25, 2013................................................ 16,933,706.64
July 25, 2013................................................ 15,905,069.49
August 25, 2013.............................................. 14,895,647.57
September 25, 2013........................................... 13,907,655.52
October 25, 2013............................................. 13,050,083.34
November 25, 2013............................................ 12,211,041.81
December 25, 2013............................................ 11,390,161.92
January 25, 2014............................................. 10,587,081.69
February 25, 2014............................................ 9,801,446.04
March 25, 2014............................................... 9,032,906.68
April 25, 2014............................................... 8,281,121.96
May 25, 2014................................................. 7,545,756.76
June 25, 2014................................................ 6,826,482.37
July 25, 2014................................................ 6,122,976.35
August 25, 2014.............................................. 5,434,922.46
September 25, 2014........................................... 4,762,010.48
October 25, 2014............................................. 4,199,442.66
November 25, 2014............................................ 3,648,870.65
December 25, 2014............................................ 3,110,051.38
January 25, 2015............................................. 2,582,746.49
February 25, 2015............................................ 2,066,722.33
March 25, 2015............................................... 1,561,749.81
O-2
DISTRIBUTION DATE PAC CERTIFICATES
----------------- ----------------
April 25, 2015............................................... 1,067,604.32
May 25, 2015................................................. 584,065.70
June 25, 2015................................................ 110,918.07
July 25, 2015................................................ --
O-3
EXHIBIT P
CLASS β�-β�-β� βββββ� βββββββββββ� AGREEMENT
BANK OF AMERICA, N.A.
TO: βββββ� Fargo Bank, N.A. as Securities Administrator on behalf of Banc of
America Funding 2006-6 Trust
ββββ βββ� βββββββββ� ββββ
ββββββββ, ββ βββββ�
Attn: βββββ� βββββββ�
Tel: βββ�-βββ�-ββββ
Fax: βββ�-βββ�-ββββ
CC: ββββ βββββββββ�
β� ββββ ββββ ββββββ
βββ� ββββ, ββ βββββ�
βββ�-βββ�-ββββ
FROM: Bank of America, National Association
βββ� βββββ� ββββββ βββββ�, ββββ βββββ�
βββββββ�, ββββββββ βββββ�
Attention: βββββββ� ββββββ
DATE: 21 September 2006
Our Reference Numbers: 4807868 4807869
Internal Tracking Numbers: 13262525 13262526
Dear Sir/Madam,
The purpose of this letter agreement is to confirm the terms and conditions
of the transaction entered into between Banc of America Funding 2006-6 Trust and
Bank of America, N.A., a national banking association organized under the laws
of the United States of America (each a "party" and together "the parties") on
the Trade Date specified below (the "Transaction"). This letter agreement
constitutes a "Confirmation" as referred to in the ISDA Master Agreement
specified in paragraph 1 below. In this Confirmation, "Party A" means Bank of
America, N.A., and "Party B" means Banc of America Funding 2006-6 Trust.
The definitions and provisions contained in the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions"), are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern.
Other capitalized terms used herein (but not otherwise defined) shall have
the meaning specified in that certain Pooling and Servicing Agreement, to be
dated September 28, 2006 (the "Pooling and
P-1
Servicing Agreement"), among Banc of America Funding Corporation, βββββ� Fargo
Bank, N.A., as securities administrator, CitiMortgage, Inc., as master servicer,
and U.S. Bank, National Association, as trustee.
1. This Confirmation evidences a complete binding agreement between the parties
as to the terms of the Transaction to which this Confirmation relates. In
addition, the parties agree that for the purposes of this Transaction, this
Confirmation will supplement, form a part of, and be subject to an agreement in
the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) as if
the parties had executed an agreement in such form (but without any Schedule
except for the elections noted below) on the Trade Date of the Transaction (such
agreement, the "Form Master Agreement"). In the event of any inconsistency
between the provisions of the Form Master Agreement and this Confirmation, this
Confirmation will prevail for the purpose of this Transaction.
Subject to Section 16(f) hereof, each party represents to the other party
and will be deemed to represent to the other party on the date on which it
enters into this Transaction that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the contrary for that
Transaction):
(a) NON-RELIANCE. Each party has made its own independent decisions to
enter into this Transaction and as to whether this Transaction is appropriate or
proper for it based upon its own judgment and upon advice from such advisors as
it has deemed necessary. It is not relying on any communication (written or
oral) of the other party as investment advice or as a recommendation to enter
into this Transaction; it being understood that information and explanations
related to the terms and conditions of this Transaction shall not be considered
investment advice or a recommendation to enter into this Transaction. Further,
such party has not received from the other party any assurance or guarantee as
to the expected results of this Transaction.
(b) EVALUATION AND UNDERSTANDING. It is capable of evaluating and
understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of this
Transaction. It is also capable of assuming, and assumes, the financial and
other risks of this Transaction.
(c) STATUS OF PARTIES. The other party is not acting as an agent, fiduciary
or advisor for it in respect of this Transaction.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Notional Amount: For each Calculation Period, the Notional
Amount shall equal the lesser of:
(i) the Scheduled Notional Amount for
such Calculation Period as detailed in
the Schedule of the Notional Amounts
attached hereto; and
(ii) the Class Certificate Balance of
the Class 3-A-1 Certificates prior to
distributions on the Distribution Date
(as defined in the Pooling and Servicing
Agreement) related to the Calculation
Period. The Securities Administrator
shall make
P-2
available each month via its website a
statement containing the Class
Certificate Balance of the Class 3-A-1
Certificates for such Calculation
Period. The Securities Administrator's
internet website shall initially be
located at βββ�.βββββββ�.βββ� and
assistance in using the website can be
obtained by calling the Securities
Administrator's investor relations desk
at (βββ�) βββ�-ββββ.
Trade Date: 18 September 2006
Effective Date: 25 September 2006
Termination Date: 25 March 2013
FIXED AMOUNT:
Fixed Rate Payer: Party B
Fixed Rate Payer Payment
Date: 29 September 2006, subject to adjustment in
accordance with the Following Business Day
Convention.
Fixed Amount: USD [_____]
FLOATING AMOUNT:
Floating Rate Payer: Party A
Strike Rate: 5.40000per cent
Ceiling Rate: 8.90000per cent
Floating Rate Payer
Payment Dates: Early Payments shall be applicable - 2
Business Days prior to each Floating Rate
Payer Period End Date
Floating Rate Payer
Period End Dates: The 25th of each Month, commencing on 25
October 2006 and ending on the Termination
Date. No Adjustment.
P-3
Floating Amount: The product of (a) the Notional Amount, (b)
Floating Rate Day Count Fraction and (c) the
Settlement Spread which shall be calculated
in accordance with the following formula:
If USD-LIBOR-BBA is greater than the Strike
Rate for the applicable Calculation Period,
then Settlement Spread = (USD-LIBOR-BBA -
applicable Strike Rate) provided, however,
that if USD-LIBOR-BBA for any Calculation
Period is greater than the Ceiling Rate then
the USD-LIBOR-BBA for such Calculation Period
shall be deemed to be the Ceiling Rate.
If 1 Month USD-LIBOR-BBA is less than or
equal to the Strike Rate for the applicable
Calculation Period, then Settlement Spread =
Zero.
Floating Rate for
initial Calculation
Period: TO BE SET
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1 Month
Spread: None
Floating Rate Day Count
Fraction: 30/360
Averaging: Inapplicable
Reset Dates: First day of each Calculation Period
Business Days: New York
Calculation Agent: Party A
3. FORM MASTER AGREEMENT. FOR PURPOSES OF THE FORM MASTER AGREEMENT:
(a) "Specified Entity" means, in relation to Party A, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(b) "Specified Entity" means, in relation to Party B, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(c) "Specified Transaction" will have the meaning specified in Section 14.
(d) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the
Form Master Agreement will not apply to Party A or to Party B.
P-4
(e) The "Automatic Early Termination" provision of Section 6(a) of the Form
Master Agreement will not apply to Party A or to Party B.
(f) The Form Master Agreement will be governed by, and construed in
accordance with, the laws of the State of New York without reference to its
conflict of laws provisions (except for Sections 5-1401 and 5-1402 of the New
York General Obligations Law).
(g) The phrase "Termination Currency" means United States Dollars.
(h) For the purpose of Section 6(e) of the Form Master Agreement, Market
Quotation and Second Method will apply.
4. RECORDING OF CONVERSATIONS.
Each party to this Transaction acknowledges and agrees to the tape (and/or
other electronic) recording of conversations between the parties to this
Transaction whether by one or other or both of the parties or their agents, and
that any such recordings may be submitted in evidence in any Proceedings
relating to the Form Master Agreement and/or this Transaction.
5. CREDIT SUPPORT DOCUMENT.
In relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
6. CREDIT SUPPORT PROVIDER.
In relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
7. ACCOUNT DETAILS.
Party A:
Name: Bank of America, N.A. - New York
ABA #: βββββββββ�
Attn: BOFAUS3N
Name: Bank of America, N.A.
City: Charlotte
Acct#: 6550219386
Attn: Rate Derivative Settlements
Attn: βββββββββββ�
Party B:
βββββ� Fargo Bank, N.A.
San Francisco, CA
βββ�-βββ�-βββ�
Acct. # ββββββββββ
Acct. Name: SAS Clearing
F/F/C: Reserve Fund: 50951601
P-5
8. OFFICES.
The Office of Party A for this Transaction is: Charlotte, North Carolina
Please send notices to
fax no. β�-βββ�-βββ�-ββββ.
The Office of Party B for this Transaction is:
βββββ� Fargo Bank, N.A. as Securities
Administrator on behalf of Banc of
America Funding 2006-6 Trust
ββββ βββ� βββββββββ� ββββ
ββββββββ, ββ βββββ�
Attn: Client Manager BAFC -2006-6
9. ADDITIONAL PROVISIONS.
(a) Fully-Paid Transactions. Notwithstanding the terms of Sections 5 and 6
of the Form Master Agreement, if at any time and so long as one of the parties
to the Form Master Agreement ("X") shall have satisfied in full all its payment
and delivery obligations under Section 2(a)(i) of the Form Master Agreement and
shall at the time have no future payment or delivery obligations, whether
absolute or contingent, under such Section, then unless the other party ("Y") is
required pursuant to appropriate proceedings to return to X or otherwise returns
to X (upon demand of X, or otherwise) any portion of any such payment or
delivery: (i) the occurrence of an event described in Section 5(a)(i) of the
Form Master Agreement with respect to X shall not constitute an Event of Default
or a Potential Event of Default with respect to X as the Defaulting Party; and
(ii) Y shall be entitled to designate an Early Termination Date (a) pursuant to
Section 10 below and/or (b) pursuant to Section 6 of the Form Master Agreement
only as a result of the occurrence of a Termination Event set forth in (i)
either Section 5(b)(i) or 5(b)(ii) or 5(b)(v) of the Form Master Agreement with
respect to Y as the Affected Party or (ii) Section 5(b)(iii) of the Form Master
Agreement with respect to Y as the Burdened Party.
(b) Downgrade of Party A. If a Ratings Event (as defined below) shall occur
and be continuing with respect to Party A, then Party A shall (A) within 5
Business Days of such Ratings Event, give notice to Party B of the occurrence of
such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost)
Party A's rights and obligations hereunder to another party, subject to
satisfaction of the Rating Agency Condition (as defined below). Unless such a
transfer by Party A has occurred within 20 Business Days after the occurrence of
a Ratings Event, Party B shall demand that Party A post Eligible Collateral (as
designated in the approved Credit Support Annex), to secure Party B's exposure
or potential exposure to Party A, and such Eligible Collateral shall be provided
in accordance with a Credit Support Annex to be attached hereto and made a part
hereof within 10 Business Days of Party B's demand therefor. The Eligible
Collateral to be posted and the Credit Support Annex to be executed and
delivered shall be subject to the Rating Agency Condition. Valuation and posting
of Eligible Collateral shall be made as of each Payment Date, unless Party A or
Bank of America Corporation are no longer reporting financial information
publicly, then such valuation and posting must occur weekly. Notwithstanding the
addition of the Credit Support Annex and the posting of Eligible Collateral,
Party A shall continue to use reasonable efforts to transfer its rights and
obligations hereunder to an acceptable third party; provided, however, that
Party A's obligations to find a transferee and to post Eligible Collateral under
such Credit Support Annex shall remain in effect only for so long as a Ratings
Event is continuing with respect to
P-6
Party A. For the purpose hereof, a "Ratings Event" shall occur with respect to
Party A if the long-term and short-term senior unsecured deposit ratings of
Party A cease to be at least A and A-1 by Standard & Poor's Ratings Service
("S&P") and at least A1 and P-1 by βββββ�'β� Investors Service, Inc. ("Moody's")
and at least A and F1 by Fitch Ratings ("Fitch"), to the extent such obligations
are rated by S&P, βββββ�'β� and Fitch. "Rating Agency Condition" means, with
respect to any action taken or to be taken, a condition that is satisfied when
S&P, βββββ�'β� and Fitch have confirmed that such action would not result in the
downgrade, qualification (if applicable) or withdrawal of the rating then
assigned by such Rating Agency to the applicable class of Certificates. The
failure by Party A to post Eligible Collateral in accordance herewith or to
transfer its rights and obligations hereunder shall constitute an Additional
Termination Event for which Party A shall be the sole Affected Party.
10. ADDITIONAL TERMINATION EVENT.
It shall be an Additional Termination Event if any amendment and/or
supplement to any document that pertains to the Form Master Agreement and/or
this Transaction is made without the prior written consent of Party A (such
consent not to be unreasonably withheld), if such amendment and/or supplement
would: (i) adversely affect any of Party A's rights or obligations hereunder
and/or under the Form Master Agreement; or (ii) modify the obligations of, or
impair the ability of, Party B to fully perform any of Party B's obligations
hereunder and/or under the Form Master Agreement. In connection with such
Additional Termination Event, Party B shall be the sole Affected Party.
11. WAIVER OF RIGHT TO TRIAL BY JURY.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY
WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
TRANSACTION.
12. ELIGIBLE CONTRACT PARTICIPANT.
Each party represents to the other party that it is an "eligible contract
participant" as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as
amended.
13. NOTICE BY FACSIMILE TRANSMISSION.
Section 12(a) of the Form Master Agreement is hereby amended by deleting
the parenthetical "(except that a notice or other communication under Section 5
or 6 may not be given by facsimile transmission or electronic messaging
system)."
14. REPRESENTATIONS.
βββββ� Fargo Bank, N.A., acting on behalf of Party B, as Securities
Administrator, represents that: (a) it is duly organized and validly existing as
a national banking association under the laws of the jurisdiction of its
organization/formation; (b) it has been directed pursuant to the Pooling and
Servicing Agreement to enter into this Transaction (including the Form Master
Agreement) and to perform its obligations hereunder (and thereunder); (c) the
Transaction and the performance of its obligations hereunder (and under the Form
Master Agreement) will not, to its knowledge, result in a breach or violation of
any material term or provision of, or constitute a default under any agreement
or instrument to which βββββ� Fargo Bank, N.A. is a party or by which it is
bound; (d) each of the Pooling and Servicing Agreement and the other transaction
documents related thereto (the "Transaction Documents") to which it is a party
has been duly authorized, executed and delivered by it; (e) assuming the due
authorization, execution and delivery thereof by the other parties thereto, each
of the Pooling and Servicing Agreement
P-7
and the other Transaction Documents to which it is a party constitutes the
legal, valid and binding obligations of it, enforceable against it in accordance
with the terms thereof, subject to applicable bankruptcy, insolvency and similar
laws or legal principles affecting creditors' rights generally; (f) the Pooling
and Servicing Agreement and the other Transaction Documents to which Party B is
a party are in full force and effect on the date hereof and there have been no
amendments or waivers or modifications of any of the terms thereof since the
original execution and delivery of the Pooling and Servicing Agreement and the
other Transaction Documents to which Party B is a party, except such as may have
been delivered to Party A and to Party B; (g) to its knowledge, no event of
default (or event which would, with the passage of time or the giving of notice,
or both, constitute an event of default) has occurred under any of the
Transaction Documents to which Party B is a party; and (h) the person executing
this Confirmation is duly authorized to execute and deliver it on behalf of
Party B.
15. MULTIBRANCH PARTY.
For purpose of Section 10(c) of the Form Master Agreement: (a) Party A is a
Multibranch Party, and may act through its Charlotte, North Carolina, Chicago,
Illinois, San Francisco, California, New York, New York, Boston, Massachusetts
or London, England Office or such other Office as may be agreed to by the
parties in connection with a Transaction; and (b) Party B is not a Multibranch
Party.
16. OTHER PROVISIONS.
(a) Addresses for notices. As set forth on page 1 hereof and, with respect
to Party A, the fax no. set forth on the signature page to this letter
agreement.
(b) For the purpose of Section 13(c) of the Form Master Agreement: (i)
Party A appoints as its Process Agent, not applicable; and (ii) Party B appoints
as its Process Agent, not applicable.
(c) Section 12(a)(ii) of the Form Master Agreement is deleted in its
entirety.
(d) Party A may assign its rights and obligations hereunder to any entity
so long as the Rating Agency Confirmation is satisfied.
(e) USA PATRIOT Act Notice. Party A hereby notifies Party B that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the "Act"), it is required to obtain, verify and
record information that identifies Party B, which information includes the name
and address of Party B and other information that will allow Party A to identify
Party B in accordance with the Act.
(f) It is expressly understood and agreed by the parties hereto that
insofar as this Confirmation is executed by the Securities Administrator (i)
this Confirmation is executed and delivered by βββββ� Fargo Bank, N.A., not in
its individual capacity but solely as Securities Administrator under the Pooling
and Servicing Agreement in the exercise of the powers and authority conferred
upon and vested in it thereunder and pursuant to instructions set forth herein,
(ii) each of the representations, undertakings and agreements herein made on
behalf of the trust formed under the Pooling and Servicing Agreement is made and
intended not as a personal representation, undertaking or agreement of the
Securities Administator but is made and intended solely for the purpose of
binding only Banc of America Funding 2006-6 Trust, and (iii) under no
circumstances shall βββββ� Fargo Bank, N.A., in its individual capacity be
personally liable for the payment of any indebtedness or expenses or be
personally liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by it on behalf of Banc of America
Funding 2006-6 Trust under this Confirmation. Notwithstanding the foregoing (or
anything
P-8
to the contrary herein), βββββ� Fargo Bank, N.A. shall be liable for its own
fraud, negligence, willful misconduct and/or bad faith.
(g) The Events of Default specified under Sections 5(a)(ii) - 5(a)(vi) of
the Form Master Agreement will not apply to either Party A or Party B.
(h) With respect to Party B only, the provisions of Section 5(a)(vii)
clause 2 of the Form Master Agreement will not be applicable as an Event of
Default.
(i) Without affecting the provisions of the Form Master Agreement requiring
the calculation of certain net payment amounts, as a result of an Event of
Default or Additional Termination Event or otherwise, all payments under the
Form Master Agreement will be made without setoff.
(j) Party A agrees that it will not, prior to the date that is one year and
one day from the Trade Date, acquiesce in, petition or otherwise invoke or cause
Party B to invoke the process of any court or governmental authority for the
purpose of commencing or sustaining a case against Party B under any federal or
state bankruptcy, insolvency or similar law or for the purpose of appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official for Party B or any substantial part of the property of Party B,
or for the purpose of ordering the winding up or liquidation of the affairs of
Party B. Nothing herein (nor in the Form Master Agreement) shall prevent Party A
from participating in any such proceeding once commenced.
(k) Section 9(b) of the Form Master Agreement is hereby amended by adding
the following at the end of such Section: ", and unless the Rating Agency
Condition is satisfied, unless such amendment clarifies any term or provision,
corrects any inconsistency, cures any ambiguity, or corrects any typographical
error."
(l) Before any amendment and/or supplement is made to any document that
pertains to the Form Master Agreement and/or any Transaction thereunder, Party B
must first obtain the prior written consent of Party A (such consent not to be
unreasonably withheld) if such amendment and/or supplement would: (a) adversely
affect any of Party A's rights or obligations under the Form Master Agreement;
or (b) modify the obligations of, or impact the ability of, Party B to fully
perform any of Party B's obligations under the Form Master Agreement.
17. COMPLIANCE WITH REGULATION AB. In connection with the Pooling and Servicing
Agreement, Party B represents that this Confirmation is a derivative instrument
as described in Item 1115 of Regulation AB under the Securities Act of 1933 and
the Securities Exchange Act of 1934, as amended ("Regulation AB"), and not a
credit support contract described in Item 1114 of Regulation AB.
(a) In accordance with Regulation AB, Party A represents that: (i) the name
of the derivative counterparty is Bank of America, N.A.; (ii) the organizational
form of the derivative counterparty is a national banking association organized
under the laws of the United States; and (iii) the general character of the
business of the derivative counterparty is to be engaged in a general consumer
banking, commercial banking and trust business, offering a wide range of
commercial, corporate, international, financial market, retail and fiduciary
banking services.
(b) Party A has been advised that Party B (and/or certain affiliates of
Party B) is required under Regulation AB to disclose certain financial
information regarding Party A depending on the applicable "significance
percentage" of this Confirmation, as calculated from time to time in accordance
with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing
Agreement). Party A has been advised
P-9
by the Sponsor (as defined in the Pooling and Servicing Agreement) that the
applicable "significance percentage" of this Confirmation is less than 10%, and
accordingly, no financial information regarding Party A need be disclosed in
accordance with Item 1115 of Regulation AB.
(c) If required, Party A shall provide to Party B the applicable financial
information described under Item 1115(b)(1) or (b)(2), as applicable, of
Regulation AB (the "Reg AB Information") within five (5) Local Business Days of
receipt of a written request for such Reg AB Information by Party B (the
"Response Period"), so long as Party B has reasonably determined, in good faith,
that such information is required under Regulation AB; provided, however, that
if Party A, in good faith, determines that it is unable to provide the Reg AB
Information within the Response Period, then, subject to the Rating Agency
Condition, Party A shall use reasonable efforts to cause a Reg AB Approved
Entity (as defined below) to replace Party A as party to this Confirmation on
terms substantially similar to this Confirmation prior to the expiration of the
Response Period.
(d) "Reg AB Approved Entity" means any entity that (i) has the ability to
provide the Reg AB Information and (ii) meets or exceeds the Approved Rating
Thresholds (as defined below). If Party B requests (in writing) the Reg AB
Information from Party A, then Party B shall promptly (and in any event within
two (2) Local Business Days of the date of the request for the Reg AB
Information) provide Party A with a written explanation of how the significance
percentage was calculated.
(e) "Approved Rating Thresholds" means an entity that has a long-term and
short-term senior unsecured deposit rating of at least A and A-1 by S&P, A1 and
P-1 by Moody's or A and F1 by Fitch, to the extent such obligations are rated by
S&P, βββββ�'β� and Fitch.
Please confirm that the foregoing correctly sets forth the terms and conditions
of our agreement by returning within three (3) Business Days via telecopier an
executed copy of this Confirmation to the attention of Global Derivative
Operations (fax no. β�-βββ�-βββ�-ββββ)). Failure to respond within such period
shall not affect the validity or enforceability of this Transaction, and shall
be deemed to be an affirmation of the terms and conditions contained herein,
absent manifest error.
P-10
Yours sincerely,
BANK OF AMERICA, N.A.
By: /s/ ββββ ββββ ββββββ
-------------------------------------
Name: ββββ ββββ ββββββ
Title: Assistant Vice President
Confirmed as of the date above:
Banc of America Funding 2006-6 Trust
By: βββββ� Fargo Bank, N.A., not in its individual capacity but solely as
Securities Administrator on behalf of Banc of America Funding 2006-6 Trust
By: /s/ βββββ� β�. ββββββ
-------------------------------------
Name: βββββ� β�. ββββββ
Title: Vice President
P-11
SCHEDULE A
Our Reference Numbers: 4807868 4807869
NOTIONAL AMOUNT (USD) START DATE END DATE
--------------------- ---------- ----------
52,720,000.00 9/25/2006 10/25/2006
52,422,815.00 10/25/2006 11/25/2006
52,081,926.00 11/25/2006 12/25/2006
51,697,629.00 12/25/2006 1/25/2007
51,270,297.00 1/25/2007 2/25/2007
50,800,383.00 2/25/2007 3/25/2007
50,288,419.00 3/25/2007 4/25/2007
49,735,011.00 4/25/2007 5/25/2007
49,140,847.00 5/25/2007 6/25/2007
48,506,687.00 6/25/2007 7/25/2007
47,833,367.00 7/25/2007 8/25/2007
47,121,796.00 8/25/2007 9/25/2007
46,372,953.00 9/25/2007 10/25/2007
45,587,888.00 10/25/2007 11/25/2007
44,767,714.00 11/25/2007 12/25/2007
43,913,612.00 12/25/2007 1/25/2008
43,026,823.00 1/25/2008 2/25/2008
42,108,647.00 2/25/2008 3/25/2008
41,160,440.00 3/25/2008 4/25/2008
40,183,608.00 4/25/2008 5/25/2008
39,179,609.00 5/25/2008 6/25/2008
38,149,944.00 6/25/2008 7/25/2008
37,096,156.00 7/25/2008 8/25/2008
36,019,826.00 8/25/2008 9/25/2008
34,922,997.00 9/25/2008 10/25/2008
33,807,289.00 10/25/2008 11/25/2008
32,696,907.00 11/25/2008 12/25/2008
31,608,832.00 12/25/2008 1/25/2009
30,542,622.00 1/25/2009 2/25/2009
29,497,843.00 2/25/2009 3/25/2009
28,474,069.00 3/25/2009 4/25/2009
27,470,883.00 4/25/2009 5/25/2009
26,487,876.00 5/25/2009 6/25/2009
25,524,647.00 6/25/2009 7/25/2009
24,580,803.00 7/25/2009 8/25/2009
23,655,959.00 8/25/2009 9/25/2009
22,749,737.00 9/25/2009 10/25/2009
21,861,768.00 10/25/2009 11/25/2009
20,991,688.00 11/25/2009 12/25/2009
20,139,141.00 12/25/2009 1/25/2010
19,303,780.00 1/25/2010 2/25/2010
18,485,263.00 2/25/2010 3/25/2010
P-12
17,683,254.00 3/25/2010 4/25/2010
16,897,426.00 4/25/2010 5/25/2010
16,127,456.00 5/25/2010 6/25/2010
15,373,029.00 6/25/2010 7/25/2010
14,633,836.00 7/25/2010 8/25/2010
13,909,574.00 8/25/2010 9/25/2010
13,199,946.00 9/25/2010 10/25/2010
12,504,660.00 10/25/2010 11/25/2010
11,823,431.00 11/25/2010 12/25/2010
11,155,979.00 12/25/2010 1/25/2011
10,502,031.00 1/25/2011 2/25/2011
9,861,316.00 2/25/2011 3/25/2011
9,233,573.00 3/25/2011 4/25/2011
8,618,542.00 4/25/2011 5/25/2011
8,015,970.00 5/25/2011 6/25/2011
7,425,609.00 6/25/2011 7/25/2011
6,847,216.00 7/25/2011 8/25/2011
6,280,553.00 8/25/2011 9/25/2011
5,725,385.00 9/25/2011 10/25/2011
5,309,469.00 10/25/2011 11/25/2011
4,903,817.00 11/25/2011 12/25/2011
4,508,213.00 12/25/2011 1/25/2012
4,122,445.00 1/25/2012 2/25/2012
3,746,308.00 2/25/2012 3/25/2012
3,379,597.00 3/25/2012 4/25/2012
3,022,115.00 4/25/2012 5/25/2012
2,673,666.00 5/25/2012 6/25/2012
2,334,059.00 6/25/2012 7/25/2012
2,003,108.00 7/25/2012 8/25/2012
1,680,628.00 8/25/2012 9/25/2012
1,366,442.00 9/25/2012 10/25/2012
1,100,081.00 10/25/2012 11/25/2012
841,098.00 11/25/2012 12/25/2012
589,329.00 12/25/2012 1/25/2013
344,615.00 1/25/2013 2/25/2013
106,798.00 2/25/2013 3/25/2013
P-13
EXHIBIT Q
Relevant Servicing Criteria
For purposes of this Exhibit P, "JPM" shall refer to JPMorgan Chase Bank,
N.A, "ST" shall refer to SunTrust, "WAMU" shall refer to Washington Mutual and
"WFB" shall refer to βββββ� Fargo Bank, each in its capacity as a Servicer.
SERVICING CRITERIA PARTIES RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
GENERAL SERVICING CONSIDERATIONS
1122(d)(1)(i) Policies and procedures are instituted to monitor any Master Servicer, Securities
performance or other triggers and events of default in Administrator, JPM, ST, WAMU and WFB
accordance with the transaction agreements.
1122(d)(1)(ii) If any material servicing activities are outsourced to third Master Servicer, Securities
parties, policies and procedures are instituted to monitor Administrator, JPM, ST, WAMU and WFB
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 JPM, ST, WAMU and WFB
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 Master Servicer, Securities
custodial bank accounts and related bank clearing accounts no Administrator, JPM, ST, WAMU and WFB
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 Master Servicer, Securities
or to an investor are made only by authorized personnel. Administrator, JPM, ST, WAMU and WFB
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash Master Servicer, Securities
flows or distributions, and any interest or other fees Administrator, JPM, ST, WAMU and WFB
charged for such advances, are made, reviewed and approved as
specified in the transaction agreements.
Q-1
SERVICING CRITERIA PARTIES RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
1122(d)(2)(iv) The related accounts for the transaction, such as cash Master Servicer, Securities
reserve accounts or accounts established as a form of Administrator, JPM, ST, WAMU and WFB
overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the
transaction agreements.
1122(d)(2)(v) Each custodial account is maintained at a federally insured Master Servicer, Securities
depository institution as set forth in the transaction Administrator, JPM, ST, WAMU and WFB
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 Master Servicer, Securities
access. Administrator, JPM, ST, WAMU and WFB
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all Master Servicer, Securities
asset-backed securities related bank accounts, including Administrator, JPM, ST, WAMU and WFB
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 Master Servicer, Securities
Commission, are maintained in accordance with the transaction Administrator, JPM, ST, WAMU and WFB
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 Master Servicer, Securities
accordance with timeframes, distribution priority and other Administrator, JPM, ST, WAMU and WFB
terms set forth in the transaction agreements.
Q-2
SERVICING CRITERIA PARTIES RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
1122(d)(3)(iii) Disbursements made to an investor are posted within two Master Servicer, Securities
business days to the Servicer's investor records, or such Administrator, JPM, ST, WAMU and WFB
other number of days specified in the transaction agreements.
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree Master Servicer, Securities
with cancelled checks, or other form of payment, or custodial Administrator, JPM, ST, WAMU and WFB
bank statements.
POOL ASSET ADMINISTRATION
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as Custodian, JPM, ST, WAMU and WFB
required by the transaction agreements or related mortgage
loan documents.
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as Custodian, JPM, ST, WAMU and WFB
required by the transaction agreements
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool JPM, ST, WAMU and WFB
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 JPM, ST, WAMU and WFB
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 JPM, ST, WAMU and WFB
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 JPM, ST, WAMU and WFB
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, JPM, ST, WAMU and WFB
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.
Q-3
SERVICING CRITERIA PARTIES RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
1122(d)(4)(viii) Records documenting collection efforts are maintained during JPM, ST, WAMU and WFB
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 JPM, ST, WAMU and WFB
loans with variable rates are computed based on the related
mortgage loan documents.
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as JPM, ST, WAMU and WFB
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 JPM, ST, WAMU and WFB
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 JPM, ST, WAMU and WFB
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 JPM, ST, WAMU and WFB
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 Master Servicer, Securities
recognized and recorded in accordance with the transaction Administrator, JPM, ST, WAMU and WFB
agreements.
Q-4
SERVICING CRITERIA PARTIES RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
1122(d)(4)(xv) Any external enhancement or other support, identified in Item Master Servicer and Securities
1114(a)(1) through (3) or Item 1115 of Regulation AB, is Administrator
maintained as set forth in the transaction agreements.
Q-4
EXHIBIT R
Additional Form 10-D Disclosure
ADDITIONAL FORM 10-D DISCLOSURE
ITEM ON FORM 10-D PARTY RESPONSIBLE
--------------------------------------------------------------------------------
ITEM 1: DISTRIBUTION AND POOL Master Servicer
PERFORMANCE INFORMATION Securities Administrator
Depositor
Any information required by 1121 which
is NOT included 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 sknown to be contemplated by
governmental authorities:
o Issuing Entity (Trust Fund) Trustee, Master Servicer, Securities
Administrator and Depositor
o Sponsor (Seller) Seller (if a party to the Pooling and
Servicing Agreement) or Depositor
o Depositor Depositor
o Trustee Trustee
o Securities Administrator Securities Administrator
o Master Servicer Master Servicer
o Custodian Custodian
o 1110(b) Originator Depositor
o Any 1108(a)(2) Servicer (other than Master Servicer
the Master Servicer or Securities
Administrator)
o Any other party contemplated by Depositor
1100(d)(1)
ITEM 3: SALE OF SECURITIES AND USE OF Depositor
PROCEEDS
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 Securities Administrator
Information from Item 3 of Part II of
Form 10-Q:
R-1
ADDITIONAL FORM 10-D DISCLOSURE
ITEM ON FORM 10-D PARTY RESPONSIBLE
--------------------------------------------------------------------------------
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 Securities Administrator
OF SECURITY HOLDERS
Information from Item 4 of Part II of
Form 10-Q
ITEM 6: SIGNIFICANT OBLIGORS OF POOL Depositor
ASSETS
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 Securities Administrator
threshold
o Requesting required financial Securities Administrator
information or effecting
incorporation by reference
Item 1115(b) - Derivative Counterparty
Financial Information*
o Determining current maximum Depositor
probable exposure
o Determining current significance Securities Administrator
percentage
o Requesting required financial Securities Administrator
information 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 Any party responsible for the
applicable Form 8-K Disclosure item
Disclose any information required to be
reported on Form 8-K during the period
covered by the Form 10-D but not
reported
ITEM 9: EXHIBITS
Monthly Statement to Certificateholders Securities Administrator
Exhibits required by Item 601 of Depositor
Regulation S-K, such as material
agreements
R-2
EXHIBIT S
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 Securities Administrator
SCHEDULES Depositor
REG AB ITEM 1112(b): SIGNIFICANT
OBLIGORS OF POOL ASSETS
Significant Obligor Financial Depositor
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.
REG AB ITEM 1114(b)(2): CREDIT
ENHANCEMENT PROVIDER FINANCIAL
INFORMATION
o Determining applicable disclosure Securities Administrator
threshold
o Requesting required financial Securities Administrator
information 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 Depositor
probable exposure
o Determining current significance Securities Administrator
percentage
o Requesting required financial Securities Administrator
information 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
Any legal proceeding pending against the
following entities or their respective
property, that is material to
Certificateholders, including any
proceeding sknown to be contemplated by
S-1
ADDITIONAL FORM 10-K DISCLOSURE
ITEM ON FORM 10-K PARTY RESPONSIBLE
--------------------------------------------------------------------------------
governmental authorities:
o Issuing Entity (Trust Fund) Trustee, Master Servicer, Securities
Administrator and Depositor
o Sponsor (Seller) Seller (if a party to the Pooling and
Servicing Agreement) or Depositor
o Depositor Depositor
o Trustee Trustee
o Securities Administrator Securities Administrator
o Master Servicer Master Servicer
o Custodian Custodian
o 1110(b) Originator Depositor
o Any 1108(a)(2) Servicer (other than Master Servicer
the Master Servicer or Securities
Administrator)
o Any other party contemplated by Depositor
1100(d)(1)
REG AB ITEM 1119: AFFILIATIONS AND
RELATIONSHIPS
Whether (a) the Sponsor (Seller), Depositor as to (a)
Depositor or Issuing Entity is an Sponsor/Seller as to (a)
affiliate of the following parties, and
(b) to the extent known and material,
any of the following parties are
affiliated with one another:
o Master Servicer Master Servicer
o Securities Administrator Securities Administrator
o Trustee Trustee
o Any other 1108(a)(3) servicer Master 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 Depositor as to (a)
ordinary course business arrangements" Sponsor/Seller as to (a)
other than would be obtained in 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 Master Servicer Master Servicer
o Securities Administrator Securities Administrator
o Trustee Trustee
o Any other 1108(a)(3) servicer Master Servicer
S-2
ADDITIONAL FORM 10-K DISCLOSURE
ITEM ON FORM 10-K PARTY RESPONSIBLE
--------------------------------------------------------------------------------
o Any 1110 Originator Depositor/Sponsor
o Any 1112(b) Significant Obligor Depositor/Sponsor
o Any 1114 Credit Enhancement Depositor/Sponsor
Provider
o Any 1115 Derivate Counterparty Depositor/Sponsor
Provider
o Any other 1101(d)(1) material party Depositor/Sponsor
Whether there are any specific Depositor as to (a)
relationships involving the Sponsor/Seller as to (a)
transaction or the pool assets 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:
o Master Servicer Master Servicer
o Securities Administrator Securities Administrator
o Trustee Trustee
o Any other 1108(a)(3) servicer Master Servicer
o Any 1110 Originator Depositor/Sponsor
o Any 1112(b) Significant Obligor Depositor/Sponsor
o Any 1114 Credit Enhancement Depositor/Sponsor
Provider
o Any 1115 Derivate Counterparty Depositor/Sponsor
Provider
o Any other 1101(d)(1) material party Depositor/Sponsor
S-3
EXHIBIT T
Form 8-K Disclosure Information
FORM 8-K DISCLOSURE INFORMATION
ITEM ON FORM 8-K PARTY RESPONSIBLE
--------------------------------------------------------------------------------
ITEM 1.01- ENTRY INTO A MATERIAL All parties
DEFINITIVE AGREEMENT
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 All parties
DEFINITIVE AGREEMENT
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 Master Servicer Master Servicer
o Affiliated Servicer Master Servicer
o Other Servicer servicing 20% or Master Servicer
more of the pool assets at the
time of the report
o Other material servicers Master Servicer
o Trustee Trustee
o Securities Administrator Securities Administrator
o Significant Obligor Depositor
o Credit Enhancer (10% or more) Depositor
o Derivative Counterparty Depositor
T-1
o Custodian Custodian
FORM 8-K DISCLOSURE INFORMATION
ITEM ON FORM 8-K PARTY RESPONSIBLE
--------------------------------------------------------------------------------
ITEM 2.04- TRIGGERING EVENTS THAT Depositor
ACCELERATE OR INCREASE A DIRECT Master Servicer
FINANCIAL OBLIGATION OR AN OBLIGATION Securities Administrator
UNDER AN OFF-BALANCE SHEET
ARRANGEMENT
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 Securities Administrator
RIGHTS OF SECURITY HOLDERS Trustee
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 Depositor
INCORPORATION OR 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 Depositor
COMPUTATIONAL MATERIAL
ITEM 6.02- CHANGE OF SERVICER OR Master Servicer/Securities
SECURITIES ADMINISTRATOR Administrator/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 Master Servicer
master servicer is also required.
Reg AB disclosure about any new Trustee
Trustee is also required.
ITEM 6.03- CHANGE IN CREDIT Depositor/Securities Administrator
ENHANCEMENT OR EXTERNAL SUPPORT
Covers termination of any enhancement
in manner other than by its terms,
the addition of an
T-2
FORM 8-K DISCLOSURE INFORMATION
ITEM ON FORM 8-K PARTY RESPONSIBLE
--------------------------------------------------------------------------------
enhancement, or a material change in
the enhancement provided. Applies to
external credit enhancements as well
as derivatives.
Reg AB disclosure about any new Depositor
enhancement provider is also
required.
ITEM 6.04- FAILURE TO MAKE A REQUIRED Securities Administrator
DISTRIBUTION
ITEM 6.05- SECURITIES ACT UPDATING Depositor
DISCLOSURE
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 Depositor
originators required 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 Depositor
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 Responsible party for
EXHIBITS reporting/disclosing the financial
statement or exhibit
T-3
EXHIBIT U
Additional Disclosure Notification
**SEND VIA FAX TO βββ�-βββ�-ββββ AND VIA EMAIL TO
βββ�.βββ�.βββββββββββββ@ββββββββββ.βββ� AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**
βββββ� Fargo Bank, N.A., as Securities Administrator
ββββ βββ� βββββββββ� ββββ
ββββββββ, ββββββββ βββββ�
Attn: Corporate Trust Services- [DEAL NAME]--SEC REPORT PROCESSING
Banc of America Funding Corporation
βββ� βββββ� βββββ� ββββββ
βββββββββ�, βββββ� ββββββββ βββββ�
Attention: General Counsel and Chief Financial Officer
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 [____][____], 2006, among [____], as [____], [____], as [____],
[____], as [____] and [____], as [____], 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:
U-1
EXHIBIT V
AVAILABLE COMBINATIONS
EXCHANGEABLE REMIC CERTIFICATES EXCHANGEABLE CERTIFICATES
------------------------------------------------------------------------- ----------------------------------------------
MAXIMUM INITIAL CLASS BALANCE OR CUSIP EXCHANGEABLE MAXIMUM INITIAL CUSIP
EXCHANGEABLE REMIC CLASS NOTIONAL AMOUNT(1) NUMBER CLASS CLASS BALANCE(1) NUMBER
------------------------ -------------------------------- ----------- ------------- ---------------- -----------
REMIC EXCHANGEABLE
COMBINATION 1 COMBINATION 1
1-A-9 $ 3,917,000 05950R AJ 8 1-A-24 $39,173,000 05950R AZ 2
1-A-10 $35,256,000 05950R AK 5
1-A-11 $ 1,566,920 05950R AL 3
REMIC EXCHANGEABLE
COMBINATION 2 COMBINATION 2
1-A-12 $86,049,000 05950R AM 1 1-A-22 $86,049,000 05950R AX 7
1-A-18 $ 3,585,375 05950R AT 6
REMIC EXCHANGEABLE
COMBINATION 3 COMBINATION 3
1-A-13 $10,600,000 05950R AN 9 1-A-23 $10,600,000 05950R AY 5
1-A-19 $ 441,666 05950R AU 3
REMIC EXCHANGEABLE
COMBINATION 4 COMBINATION 4
1-A-12 $86,049,000 05950R AM 1 1-A-20 $96,649,000 05950R AV 1
1-A-13 $10,600,000 05950R AN 9
REMIC EXCHANGEABLE
COMBINATION 5 COMBINATION 5
1-A-12 $86,049,000 05950R AM 1 1-A-21 $96,649,000 05950R AW 9
1-A-18 $ 3,585,375 05950R AT 6
1-A-13 $10,600,000 05950R AN 9
1-A-19 $ 441,666 05950R AU 3
----------
(1) Exchangeable REMIC Certificates and Exchangeable Certificates in any
combination may be exchanged only in the proportion that the maximum
initial class balances or notional amounts of such Certificates bear to one
another as shown above.
V-1
EXHIBIT W
Form of Request for Exchange of Exchangeable REMIC or Exchangeable Certificates
___, 20__
βββββ� Fargo Bank, N.A.
βββββ� ββββββ βββ� βββββββββ� ββββββ,
βββββββββββ�, βββββββββ� βββββ�,
Attention: BAFC 2006-4
Re: Banc of America Funding 2006-6 Trust,
Mortgage Pass-Through Certificates, Series 2006-6
Ladies and Gentlemen:
Pursuant to the terms of that certain Pooling and Servicing Agreement, dated
September 28, 2006, by and among Banc of America Funding Corporation, as
depositor, U.S. Bank National Association, as trustee, βββββ� Fargo Bank, N.A.,
as securities administrator (in such capacity, the "Securities Administrator"),
and CitiMortgage, Inc., as master servicer, we hereby present and surrender the
[Exchangeable REMIC Certificates] [Exchangeable Certificates] specified on
Schedule I attached hereto (the ["Exchangeable REMIC Certificates"]
["Exchangeable Certificates"]) and transfer, assign, set over and otherwise
convey to the Securities Administrator, all of our right, title and interest in
and to the [Exchangeable REMIC Certificates] [Exchangeable Certificates],
including all payments of interest thereon received after [______], 2006, in
exchange for the [Exchangeable Certificates] [Exchangeable REMIC Certificates]
specified on Schedule I attached hereto (the ["Exchangeable Certificates"]
["Exchangeable REMIC Certificates"]).
We agree that upon such exchange the portions of the [Exchangeable REMIC
Certificates] [Exchangeable Certificates] designated for exchange shall be
deemed cancelled and replaced by the [Exchangeable Certificates] [Exchangeable
REMIC Certificates] issued in exchange therefor. We confirm that we have paid a
fee of $5,000 to the Securities Administrator in connection with such exchange.
Sincerely,
By:
------------------------------------
Name:
Title:
W-1
Acknowledged by:
βββββ� FARGO BANK, N.A.,
as Securities Administrator
By:
----------------------------------
Name:
Title
W-2