EXHIBIT 4
==============================================================================
BANC OF AMERICA FUNDING CORPORATION,
as
Depositor,
WELLS FARGO BANK, N.A.,
as Master Servicer and as Securities Administrator
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated January 27, 2005
_______________________
Mortgage Pass-Through Certificates
Series 2005-A
==============================================================================
<PAGE>
8TABLE OF CONTENTS
PRELIMINARY
STATEMENT......................................................
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms................................................
Section 1.02
Calculations.................................................
Section 1.03 Rights of the NIMS
Insurer...................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans.................................
Section 2.02 Acceptance by the Trustee of the
Mortgage Loans..............
Section 2.03 Representations, Warranties and
Covenants of the Master
Servicer....................................................
Section 2.04 Representations and Warranties of
the Depositor as to the
Mortgage Loans..............................................
Section 2.05 Designation of Interests in the
REMICs.......................
Section 2.06 Designation of Start-up
Day..................................
Section 2.07 REMIC Certificate Maturity
Date..............................
Section 2.08 Execution and Delivery of
Certificates.......................
Section 2.09 Repurchase of Converted Mortgage
Loans.......................
ARTICLE III
ADMINISTRATION AND MASTER SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicing of the Mortgage
Loans.......................
Section 3.02 Monitoring of
Servicers......................................
Section 3.03 Fidelity Bond; Errors and
Omissions Insurance................
Section 3.04 Access to Certain
Documentation..............................
Section 3.05 Maintenance of Primary Mortgage
Insurance Policy; Claims.....
Section 3.06 Rights of the Depositor, the
Securities Administrator and
the Trustee in Respect of the Master Servicer...............
Section 3.07 Trustee to Act as Master
Servicer............................
Section 3.08 Servicer Custodial Accounts;
Buy-Down Accounts...............
Section 3.09 Collection of Mortgage Loan
Payments; Master Servicer
Custodial Account, Servicer Custodial Account,
Distribution Account and Reserve Account....................
Section 3.10 Collection of Taxes, Assessments
and Similar Items;
Escrow Accounts.............................................
Section 3.11 Access of Securities
Administrator, Trustee and NIMS
Insurer to Certain Documentation and Information
Regarding the Mortgage Loans................................
Section 3.12 Permitted Withdrawals from the
Master Servicer Custodial
Account and the Distribution Account........................
Section 3.13 Maintenance of Hazard Insurance
and Other Insurance..........
Section 3.14 Presentment of Claims and
Collection of Proceeds.............
Section 3.15 Enforcement of Due-On-Sale
Clauses; Assumption Agreements....
Section 3.16 Realization Upon Defaulted
Mortgage Loans; REO Property......
Section 3.17 Trustee to Cooperate; Release of
Mortgage Files..............
Section 3.18 Documents, Records and Funds in
Possession of the Master
Servicer
to be Held for the Trustee.........................
Section 3.19 Master Servicer
Compensation.................................
Section 3.20 Annual Statement as to
Compliance............................
Section 3.21 Annual Independent Public
Accountants' Servicing
Statement; Financial Statements.............................
Section 3.22
Advances.....................................................
Section 3.23 Reports to the Securities and
Exchange Commission............
ARTICLE IV
MASTER SERVICER'S CERTIFICATE
Section 4.01 Master Servicer's
Certificate................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01
Distributions................................................
Section 5.02 Priorities of Distributions for
the Shifting Interest
Groups......................................................
Section 5.03 Priorities of Distributions for
Group 5......................
Section 5.04 Allocation of Losses for the
Shifting Interest
Certificates................................................
Section 5.05 Allocation of Losses for the Group
5 Certificates............
Section 5.06 Statements to
Certificateholders.............................
Section 5.07 Tax Returns and Reports to
Certificateholders................
Section 5.08 Tax Matters
Person...........................................
Section 5.09 Rights of the Tax Matters Person
in Respect of the
Securities Administrator....................................
Section 5.10 REMIC Related
Covenants......................................
Section 5.11 REMIC
Distributions..........................................
ARTICLE VI
THE CERTIFICATES
Section 6.01 The
Certificates.............................................
Section 6.02 Registration of Transfer and
Exchange of Certificates........
Section 6.03 Mutilated, Destroyed, Lost or
Stolen Certificates............
Section 6.04 Persons Deemed
Owners........................................
ARTICLE VII
THE DEPOSITOR AND THE MASTER SERVICER
Section 7.01 Respective Liabilities of the
Depositor and the Master
Servicer....................................................
Section 7.02 Merger or Consolidation of the
Depositor or the Master
Servicer....................................................
Section 7.03 Limitation on Liability of the
Depositor, the Master
Servicer and Others.........................................
Section 7.04 Depositor and Master Servicer Not
to Resign..................
ARTICLE VIII
DEFAULT
Section 8.01 Events of
Default............................................
Section 8.02 Remedies of
Trustee..........................................
Section 8.03 Directions by Certificateholders
and Duties of Trustee
During Event of Default.....................................
Section 8.04 Action upon Certain Failures of
the Servicer and upon
Event of Default............................................
Section 8.05 Trustee to Act; Appointment of
Successor.....................
Section 8.06 Notification to
Certificateholders...........................
ARTICLE IX
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01 Duties of Trustee and Securities
Administrator...............
Section 9.02 Certain Matters Affecting the
Trustee and the Securities
Administrator...............................................
Section 9.03 Neither Trustee nor Securities
Administrator Liable for
Certificates or Mortgage Loans..............................
Section 9.04 Trustee and Securities
Administrator May Own Certificates....
Section 9.05 Eligibility Requirements for
Trustee and the Securities
Administrator...............................................
Section 9.06 Resignation and Removal of Trustee
and the Securities
Administrator...............................................
Section 9.07 Successor Trustee or Securities
Administrator................
Section 9.08 Merger or Consolidation of Trustee
or Securities
Administrator...............................................
Section 9.09 Appointment of Co-Trustee or
Separate Trustee................
Section 9.10 Authenticating
Agents........................................
Section 9.11 Securities Administrator's Fees
and Expenses and
Trustee's Expenses..........................................
Section 9.12 Appointment of
Custodian.....................................
Section 9.13 Paying
Agents................................................
Section 9.14 Limitation of
Liability......................................
Section 9.15 Trustee or Securities
Administrator May Enforce Claims
Without Possession of Certificates..........................
Section 9.16 Suits for
Enforcement........................................
Section 9.17 Waiver of Bond
Requirement...................................
Section 9.18 Waiver of Inventory, Accounting
and Appraisal Requirement....
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase or
Liquidation of All Mortgage
Loans.......................................................
Section 10.02 Additional Termination
Requirements..........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment....................................................
Section 11.02 Recordation of Agreement;
Counterparts.......................
Section 11.03 Limitation on Rights of
Certificateholders...................
Section 11.04 Governing
Law................................................
Section 11.05
Notices......................................................
Section 11.06 Severability of
Provisions...................................
Section 11.07 Certificates Nonassessable
and Fully Paid....................
Section 11.08 Access to List of
Certificateholders.........................
Section 11.09
Recharacterization...........................................
Section 11.10 Third Party
Beneficiary......................................
<PAGE>
EXHIBITS
--------
Exhibit A-1-A-1
Form of Face of Class 1-A-1 Certificate
Exhibit A-1-A-R
Form of Face of Class 1-A-R Certificate
Exhibit A-2-A-1
Form of Face of Class 2-A-1 Certificate
Exhibit A-2-A-2
Form of Face of Class 2-A-2 Certificate
Exhibit A-2-A-3
Form of Face of Class 2-A-3 Certificate
Exhibit A-2-X-1
Form of Face of Class 2-X-1 Certificate
Exhibit A-3-A-1
Form of Face of Class 3-A-1 Certificate
Exhibit A-4-A-1
Form of Face of Class 4-A-1 Certificate
Exhibit A-5-A-1
Form of Face of Class 5-A-1 Certificate
Exhibit A-5-A-2
Form of Face of Class 5-A-2 Certificate
Exhibit A-5-A-3
Form of Face of Class 5-A-3 Certificate
Exhibit A-5-CE
Form of Face of Class 5-CE Certificate
Exhibit A-5-P
Form of Face of Class 5-P Certificate
Exhibit B-CB-1
Form of Face of Class CB-1 Certificate
Exhibit B-CB-2
Form of Face of Class CB-2 Certificate
Exhibit B-CB-3
Form of Face of Class CB-3 Certificate
Exhibit B-CB-4
Form of Face of Class CB-4 Certificate
Exhibit B-CB-5
Form of Face of Class CB-5 Certificate
Exhibit B-CB-6
Form of Face of Class CB-6 Certificate
Exhibit B-4-B-1
Form of Face of Class 4-B-1 Certificate
Exhibit B-4-B-2
Form of Face of Class 4-B-2 Certificate
Exhibit B-4-B-3
Form of Face of Class 4-B-3 Certificate
Exhibit B-4-B-4
Form of Face of Class 4-B-4 Certificate
Exhibit B-4-B-5
Form of Face of Class 4-B-5 Certificate
Exhibit B-4-B-6
Form of Face of Class 4-B-6 Certificate
Exhibit B-5-M-1
Form of Face of Class 5-M-1 Certificate
Exhibit B-5-M-2
Form of Face of Class 5-M-2 Certificate
Exhibit B-5-B-1
Form of Face of Class 5-B-1 Certificate
Exhibit B-5-B-2
Form of Face of Class 5-B-2 Certificate
Exhibit C
Form of Reverse of all Certificates.............
Exhibit D-1
Loan Group 1 Mortgage Loan Schedule.............
Exhibit D-2
Loan Group 2 Mortgage Loan Schedule.............
Exhibit D-3
Loan Group 3 Mortgage Loan Schedule.............
Exhibit D-4
Loan Group 4 Mortgage Loan Schedule.............
Exhibit D-5
Loan Group 5 Mortgage Loan Schedule.............
Exhibit D-6
Loan Subgroup 5A Mortgage Loan Schedule.........
Exhibit D-7
Loan Subgroup 5B Mortgage Loan Schedule.........
Exhibit E
Form of Request for Release.....................
Exhibit F
Form of Certification of Establishment of
Account.........................................
Exhibit G-1
Form of Transferor's Certificate................
Exhibit G-2A
Form I of Transferee's Certificate..............
Exhibit G-2B
Form II 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 Certification...........................
Exhibit N
Form of Securities Administrator's Certification
Exhibit O
Form of Yield Maintenance Agreements............
<PAGE>
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated January 27, 2005 is
hereby executed by and among BANC OF
AMERICA FUNDING CORPORATION, as depositor
(together with its permitted successors and
assigns, the "Depositor"), WELLS
FARGO BANK, N.A., as master servicer (in
such capacity, together with its
permitted successors and assigns, the
"Master Servicer") and as securities
administrator (in such capacity, together
with its permitted successors and
assigns, the "Securities Administrator")
and WACHOVIA BANK, NATIONAL
ASSOCIATION, as trustee (together with its
permitted successors and assigns, the
"Trustee").
W I T N E S S E T H T
H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the
Securities Administrator and the Trustee
agree as follows:
PRELIMINARY STATEMENT
The Trust Estate for federal income tax purposes will be treated
as
six real estate mortgage investment
conduits (the "Upper-Tier REMIC," the
"Middle-Tier REMIC," the "Lower-Tier
REMIC," the "Group 4 Pooling REMIC," the
"Group 5 Upper-Tier REMIC" and the "Group 5
Lower-Tier REMIC," respectively, and
each a "REMIC"). The Certificates (other
than the Class 1-A-R and the Group 5
Certificates) shall constitute "regular
interests" in the Upper-Tier REMIC. The
Offered Group 5 Certificates (other than
the Class 5-A-3 Certificates) and each
Component (exclusive of the right of such
Certificates or Components to receive
Cap Carryover Amounts) and the Class 5-CE
Certificates shall constitute "regular
interests" in the Group 5 Upper-Tier REMIC.
The Certificates (other than the
Class 1-A-R and Class 5-P Certificates) are
the "Regular Certificates." The
Uncertificated Middle-Tier Interests shall
constitute the "regular interests" in
the Middle-Tier REMIC. The Uncertificated
Lower-Tier Interests shall constitute
the "regular interests" in the Lower-Tier
REMIC. The Uncertificated Group 5
Lower-Tier Interests shall constitute the
"regular interests" in the Group 5
Lower-Tier REMIC. The Class 1-LR Interest
shall be the "residual interest" in
the Lower-Tier REMIC. The Class 1-MR
Interest shall be the "residual interest"
in the Middle-Tier REMIC. The Class 1-UR
Interest shall be the "residual
interest" in the Upper-Tier REMIC. The
Class 4-PR Interest shall be the
"residual interest" in the Group 4 Pooling
REMIC. The Class 5-LR Interest shall
be the "residual interest" in the Group 5
Lower-Tier REMIC. The Class 5-UR
Interest shall be the "residual interest"
in the Group 5 Upper-Tier REMIC. The
portion of the Trust Estate consisting of
the Reserve Account, the Yield
Maintenance Agreements, the Class 5-P
Certificates, the rights of the Offered
Group 5 Certificates to receive Cap
Carryover Amounts and the obligation of the
Class 5-CE Certificates to pay Cap
Carryover Amounts shall not be assets of any
REMIC created hereunder, but rather shall
be assets of the Grantor Trust. The
assets of the Grantor Trust, the
Certificates, the Uncertificated Middle-Tier
Interests, the Uncertificated Lower-Tier
Interests, the Uncertificated Group 4
Pooling REMIC Interests and the
Uncertificated Group 5 Lower-Tier Interests will
represent the entire beneficial ownership
interest in the Trust. The "latest
possible maturity date" for federal income
tax purposes of all interests created
hereby will be the REMIC Certificate
Maturity Date.
<PAGE>
The following table sets forth characteristics of the
Certificates,
together with the minimum denominations and
integral multiples in excess thereof
in which the Classes of Certificates shall
be issuable:
<PAGE>
<TABLE>
<CAPTION>
======================================================================================================================
Integral
Initial Class
Pass-
Minimum
Multiples
Certificate Balance or
Through
Denomination/
in Excess
Classes
Notional Amount
Rate
Percentage Interest
of Minimum
----------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
Class 1-A-1
$133,349,000.00
(1)
$1,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 1-A-R
$100.00
(1)
$100
N/A
----------------------------------------------------------------------------------------------------------------------
Class 2-A-1
$25,000,000.00
(2)
$1,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 2-A-2
$128,121,000.00
(3)
$1,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 2-A-3
$9,320,000.00
(3)
$1,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 2-X-1
$137,441,000.00
(4)
$1,000,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 3-A-1
$30,341,000.00
(5)
$1,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 4-A-1
$152,993,000.00
(6)
$1,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 5-A-1
$148,653,000.00
(7)
$1,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 5-A-2
$107,865,000.00
(8)
$1,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 5-A-3
$27,773,000.00
(9)
$1,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 5-CE
(10)
(10)
N/A
N/A
----------------------------------------------------------------------------------------------------------------------
Class 5-P
N/A
N/A
N/A
N/A
----------------------------------------------------------------------------------------------------------------------
Class CB-1
$6,791,000.00
(11)
$25,000
$1
----------------------------------------------------------------------------------------------------------------------
Class CB-2
$5,398,000.00
(11)
$25,000
$1
----------------------------------------------------------------------------------------------------------------------
Class CB-3
$4,004,000.00
(11)
$25,000
$1
----------------------------------------------------------------------------------------------------------------------
Class CB-4
$3,483,000.00
(11)
$25,000
$1
----------------------------------------------------------------------------------------------------------------------
Class CB-5
$1,393,000.00
(11)
$25,000
$1
----------------------------------------------------------------------------------------------------------------------
Class CB-6
$1,045,007.00
(11)
$25,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 4-B-1
$2,451,000.00
(6)
$25,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 4-B-2
$949,000.00
(6)
$25,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 4-B-3
$632,000.00
(6)
$25,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 4-B-4
$475,000.00
(6)
$25,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 4-B-5
$316,000.00
(6)
$25,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 4-B-6
$316,581.00
(6)
$25,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 5-M-1
$9,362,000.00
(12)
$25,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 5-M-2
$7,646,000.00
(12)
$25,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 5-B-1
$5,305,000.00
(12)
$25,000
$1
----------------------------------------------------------------------------------------------------------------------
Class 5-B-2
$1,560,000.00
(12)
$25,000
$1
======================================================================================================================
Integral
Pass-
Multiples In
Initial Component
Through
Minimum
Excess Of
Components
Balance
Rate
Denomination
Minimum
----------------------------------------------------------------------------------------------------------------------
Class 5-A-3A
$16,094,000.00
(13)
N/A
N/A
----------------------------------------------------------------------------------------------------------------------
Class 5-A-3B
$11,679,000.00
(14)
N/A
N/A
----------------------------------------------------------------------------------------------------------------------
</TABLE>
------------
(1) For each Distribution Date,
interest will accrue on these Certificates at
a per
annum rate equal to the Net WAC for the Group 1 Mortgage Loans.
(2) For each Distribution Date,
interest will accrue on these Certificates at
a per
annum rate equal to the Net WAC for the Group 2 Mortgage Loans.
(3) For each Distribution Date
occurring prior to and including the
Distribution Date in December 2009, interest will accrue on the
Class
2-A-2 and
Class 2-A-3 Certificates at a per annum rate equal to the Net
WAC for
the Group 2 Mortgage Loans minus 0.2825%. For each Distribution
Date
occurring on and after the Distribution Date in January 2010,
interest
will accrue on the Class 2-A-2 and Class 2-A-3 Certificates at
a
per annum
rate equal to the Net WAC for the Group 2 Mortgage Loans.
(4) Interest will accrue on the
Class 2-X-1 Certificates through the
Distribution Date in December 2009 at a per annum rate equal to
0.2825%.
No
interest will accrue on the Class 2-X-1 Certificates on and after
the
Distribution Date in January 2010.
(5) For each Distribution Date,
interest will accrue on the Class 3-A-1
Certificates at a per annum rate equal to the Net WAC for the Group
3
Mortgage
Loans.
(6) For each Distribution Date,
interest will accrue on the Class 4-A-1
Certificates at a per annum rate equal to the Net WAC for the Group
4
Mortgage
Loans.
(7) For each Distribution Date
occurring prior to and including the applicable
Optional
Termination Date, interest will accrue on these Certificates at
a
per annum
rate equal to the lesser of (i) the sum of One-Month LIBOR and
0.30% and
(ii) the Subgroup 5A Cap. On each Distribution Date following
the
applicable Optional Termination Date, interest will accrue on
these
Certificates at a per annum rate equal to the lesser of (i) the sum
of
One-Month
LIBOR and 0.60% and (ii) the Subgroup 5A Cap.
(8) For each Distribution Date
occurring prior to and including the applicable
Optional
Termination Date, interest will accrue on these Certificates at
a
per annum
rate equal to the lesser of (i) the sum of One-Month LIBOR and
0.31% and
(ii) the Subgroup 5B Cap. On each Distribution Date following
the
applicable Optional Termination Date, interest will accrue on
these
Certificates at a per annum rate equal to the lesser of (i) the sum
of
One-Month
LIBOR and 0.62% and (ii) the Subgroup 5B Cap.
(9) The Class 5-A-3 Certificates
will be deemed for purposes of distributions
of
principal and interest to consist of two Components as described in
the
table: the
Class 5-A-3A Component and the Class 5-A-3B Component (each, a
"Component"). The Components are not severable.
(10) Solely for REMIC purposes, the
Class 5-CE Certificates will (i) have an
initial
Original Class Certificate Balance equal to the Initial
Overcollateralization Amount and (ii) will bear interest on their
Notional
Amount at
their Pass-Through Rate.
(11) Interest will accrue on these
Certificates as of any Distribution Date at
a per
annum rate equal to the weighted average (based on the Group
Subordinate Amount for each Loan Group) of the Net WAC for each of
the
Group 1, Group 2 and Group 3
Mortgage Loans.
(12) For each Distribution Date
occurring prior to and including the applicable
Optional
Termination Date, interest will accrue on these Certificates at
a
per annum
rate equal to the lesser of (i) the sum of One-Month LIBOR and
0.45%,
0.85%, 1.50% and 1.50% with respect to the Class 5-M-1, Class
5-M-2,
Class 5-B-1 and Class 5-B-2 Certificates, respectively, and
(ii)
the Group
5 Cap. On each Distribution Date following the applicable
Optional
Termination Date, interest will accrue on these Certificates at
a
per annum
rate equal to the lesser of (i) the sum of One-Month LIBOR and
0.675%,
1.275%, 2.25% and 2.25% with respect to the Class 5-M-1, Class
5-M-2,
Class 5-B-1 and Class 5-B-2 Certificates, respectively, and
(ii)
the Group
5 Cap.
(13) For each Distribution Date
occurring prior to and including the applicable
Optional
Termination Date, interest will accrue on this Component at a
per
annum rate
equal to the lesser of (i) the sum of One-Month LIBOR and 0.40%
and (ii)
the Subgroup 5A Cap. On each Distribution Date following the
applicable
Optional Termination Date, interest will accrue on this
Component
at a per annum rate equal to the lesser of (i) the sum of
One-Month
LIBOR and 0.80% and (ii) the Subgroup 5A Cap.
(14) For each Distribution Date
occurring prior to and including the applicable
Optional
Termination Date, interest will accrue on this Component at a
per
annum rate
equal to the lesser of (i) the sum of One-Month LIBOR and 0.40%
and (ii)
the Subgroup 5B Cap. On each Distribution Date following the
applicable
Optional Termination Date, interest will accrue on this
Component
at a per annum rate equal to the lesser of (i) the sum of
One-Month
LIBOR and 0.80% and (ii) the Subgroup 5B Cap.
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement,
the
following words and phrases, unless the
context otherwise requires, shall have
the meanings specified in this Article:
1933 Act: The
Securities Act of 1933, as amended.
60+ Day Delinquent Loan: For each Distribution Date, each Group
5
Mortgage Loan (including each Group 5
Mortgage Loan in foreclosure and each
Group 5 Mortgage Loan for which the
Mortgagor has filed for bankruptcy after the
Closing Date) with respect to which any
portion of a Monthly Payment is, as of
the Due Date in the prior calendar month,
two months or more past due and each
Group 5 Mortgage Loan relating to an REO
Property.
5LT Interest Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a)
the product of (i) 50% of the
aggregate Stated Principal Balance of the
Group 5 Mortgage Loans as of the Due
Date in the month of such Distribution Date
and (ii) the Group 5 Lower-Tier Rate
for Regular Interest LT1AA minus the Marker
Rate, divided by (b) 12.
5LT Marker Allocation Percentage: 50% of any amount payable from
or
loss attributable to the Group 5 Mortgage
Loans, which shall be allocated to
Regular Interest LT1AA, Regular Interest
LT1A1, Regular Interest LT1A2, Regular
Interest LT1A3A, Regular Interest LT1A3B,
Regular Interest LT1M1, Regular
Interest LT1M2, Regular Interest LT1B1,
Regular Interest LT1B2 and Regular
Interest LT1ZZ as provided in Section
5.11(c)(i).
5LT Overcollateralization Target Amount: 0.50% of the Targeted
Overcollateralization Amount.
5LT Overcollateralized Amount: With respect to any date of
determination, (i) 0.50% of the aggregate
Uncertificated Principal Balances of
the Group 5 Uncertificated Lower-Tier
Interests minus (ii) the aggregate of the
Uncertificated Principal Balances of
Regular Interest LT1A1, Regular Interest
LT1A2, Regular Interest LT1A3A, Regular
Interest LT1A3B, Regular Interest LT1M1,
Regular Interest LT1M2, Regular Interest
LT1B1 and Regular Interest LT1B2, in
each case as of such date of
determination.
5LT Principal Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a)
the product of (i) 50% of the
aggregate Stated Principal Balance of the
Group 5 Mortgage Loans as of the Due
Date in the month of such Distribution Date
and (ii) 1 minus a fraction, the
numerator of which is two times the
aggregate of the Uncertificated Principal
Balances of Regular Interest LT1A1, Regular
Interest LT1A2, Regular Interest
LT1A3A, Regular Interest LT1A3B, Regular
Interest LT1M1, Regular Interest LT1M2,
Regular Interest LT1B1 and Regular Interest
LT1B2 and the denominator of which
is the aggregate of the Uncertificated
Principal Balances of Regular Interest
LT1A1, Regular Interest LT1A2, Regular
Interest LT1A3A, Regular Interest LT1A3B,
Regular Interest LT1M1, Regular Interest
LT1M2, Regular Interest LT1B1, Regular
Interest LT1B2 and Regular Interest
LT1ZZ.
5LT Sub WAC Allocation Percentage: 50% of any amount payable or
loss
attributable from the Group 5 Mortgage
Loans, which shall be allocated to
Regular Interest LT1SUB, Regular Interest
LT1GRP, Regular Interest LT2SUB,
Regular Interest LT2GRP and Regular
Interest LT1XX.
Accrued Certificate Interest: For any Distribution Date and
each
Class of interest-bearing Certificates
(other than the Class 5-A-3
Certificates), one month's interest accrued
during the related Interest Accrual
Period at the applicable Pass-Through Rate
on the related Class Certificate
Balance or Notional Amount less, in the
case of the Offered Group 5 Certificates
(other than the Class 5-A-3 Certificates),
such Class' Interest Percentage of
Relief Act Shortfalls for such Distribution
Date. For any Distribution Date and
the Class 5-A-3 Certificates, the sum of
the Accrued Component Interest for each
Component.
Accrued Component Interest: For any Distribution Date and each
Component, one month's interest accrued
during the related Interest Accrual
Period at the applicable Pass-Through Rate
on the related Component Balance less
such Component's Interest Percentage of
Relief Act Shortfalls for such
Distribution Date.
Adjusted Pool Amount: With respect to any Distribution Date and
Shifting Interest Loan Group, the Cut-off
Date Pool Principal Balance of the
Mortgage Loans in such Loan Group minus the
sum of (i) all amounts in respect of
principal received in respect of the
Mortgage Loans in such Loan Group
(including, without limitation, amounts
received as Monthly Payments, Periodic
Advances, Principal Prepayments,
Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed to
Holders of the Certificates of the
Related Group 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.
Advance: A Periodic Advance or a Servicing Advance.
Agreement: This Pooling and Servicing Agreement together with
all
amendments hereof and supplements
hereto.
Applied Realized Loss Amount: With respect to each Distribution
Date
prior to and on the Distribution Date on
which the Class Certificate Balance of
the Class 5-M-1 Certificates is reduced to
zero, the excess, if any, of the
aggregate of (a) the Class Certificate
Balances of the Offered Group 5
Certificates (after taking into account the
distribution of the Group 5
Principal Distribution Amount on such
Distribution Date and any increase in any
Class Certificate Balance of the Offered
Group 5 Certificates as a result of
Recoveries) over (b) the aggregate Stated
Principal Balance of Loan Group 5 as
of the Due Date in the month of such
Distribution Date. With respect to each
Distribution Date after the Distribution
Date on which the Class Certificate
Balance of the Class 5-M-1 Certificates has
been reduced to zero, zero.
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 (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.
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.
Available Funds: As to any Distribution Date, the sum of the Group
5
Interest Remittance Amount and the Group 5
Principal Remittance Amount for such
Distribution Date.
Authenticating Agents: As defined in Section 9.10.
BAFC: Banc of America Funding Corporation or its successor in
interest.
BANA: Bank of America, National Association, a national banking
association, or its successor in
interest.
BANA Servicing Agreement: The Servicing Agreement, dated January
27,
2005, by and between BAFC, as depositor,
and BANA, as servicer.
Book-Entry Certificate: All Classes of Certificates other than
the
Physical Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or
(ii)
a day on which banking institutions in the
State of North Carolina, the State of
New York, the State of Minnesota, the State
of Maryland, the state in which the
master servicing offices of the Master
Servicer is located or the 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
5.04(c).
Cap: Any of the Subgroup 5A Cap, the Subgroup 5B Cap or the Group
5
Cap.
Cap Carryover Amount: If on any Distribution Date the Accrued
Certificate Interest for any Class of
Offered Group 5 Certificates or the
Accrued Component Interest for any
Component is based upon clause (ii) of the
applicable Cap, the excess of (i) the
amount of interest such Class or Component
would have been entitled to receive on such
Distribution Date based on the
related Pass-Through Rate (without regard
to the applicable Cap), over (ii) the
amount of interest such Class or Component
received on such Distribution Date
based on the applicable Cap, together with
the unpaid portion of any such excess
from prior Distribution Dates (and interest
accrued thereon at the then
applicable Pass-Through Rate on such Class
or Component).
Cash Deposit: $4,495.56 remitted by the Depositor to the
Securities
Administrator for deposit into the
Distribution Account on the Closing Date.
CB Crossed Group: Any of Group 1, Group 2 or Group 3.
CB Crossed Loan Group: Any of Loan Group 1, Loan Group 2 or
Loan
Group 3.
CB Crossed Loan Group Senior Percentage: With respect to any
Distribution Date, the percentage, carried
six places rounded up, obtained by
dividing the aggregate Class Certificate
Balance of the Senior Certificates of
the CB Crossed Groups immediately prior to
such Distribution Date by the
aggregate Pool Stated Principal Balance of
the CB Crossed Loan Groups with
respect to such Distribution Date.
CB Crossed Loan Group Subordinate Percentage: As to any
Distribution
Date, the aggregate Class Certificate
Balance of the Class CB Certificates
divided by the aggregate Pool Stated
Principal Balance for Loan Group 1, Loan
Group 2 and Loan Group 3.
Certificate: Any of the Banc of America Funding Corporation
Mortgage
Pass-Through Certificates, Series 2005-A
that are issued pursuant to this
Agreement.
Certificate Balance: With respect to any Certificate (other than
the
Class 2-X-1, Class 5-CE and Class 5-P
Certificates) 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. The
Class 2-X-1, Class 5-CE and Class 5-P
Certificates have no Certificate
Balance.
Certificate Custodian: Initially, Wells 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 or 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 the
Securities Administrator shall not 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.
Certification: As defined in Section 3.23.
Class: As to the Certificates, the Class 1-A-1, Class 1-A-R,
Class
2-A-1, Class 2-A-2, Class 2-A-3, Class
2-X-1, Class 3-A-1, Class 4-A-1, Class
5-A-1, Class 5-A-2, Class 5-A-3, Class
5-CE, Class 5-P, Class 5-M-1, Class
5-M-2, Class 5-B-1, Class 5-B-2, Class
CB-1, Class CB-2, Class CB-3, Class CB-4,
Class CB-5, Class CB-6, Class 4-B-1, Class
4-B-2, Class 4-B-3, Class 4-B-4,
Class 4-B-5 and Class 4-B-6 Certificates,
as the case may be.
Class 2-A-2 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date
for the CB Crossed Groups, the amount,
if any, by which the Class Certificate
Balance of the Class 2-A-2 Certificates
would be reduced as a result of the
allocation of any reduction pursuant to
Section 5.03(b) to such Class, without
regard to the operation of Section
5.03(e).
Class 2-A-3 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date for the CB Crossed Groups,
the lesser of (a) the Class Certificate
Balance of the Class 2-A-3 Certificates
with respect to such Distribution Date
prior to any reduction for the Class
2-A-3 Loss Allocation Amount and (b) the
Class 2-A-2 Loss Amount with respect to
such Distribution Date.
Class 2-X-1 Notional Amount: As to any Distribution Date and
the
Class 2-X-1 Certificates, the sum of the
Class Certificate Balances of the Class
2-A-2 and Class 2-A-3 Certificates.
Class 4-B Certificates: The Class 4-B-1, Class 4-B-2, Class
4-B-3,
Class 4-B-4, Class 4-B-5 and Class 4-B-6
Certificates.
Class 5-A Certificates: The Class 5-A-1, Class 5-A-2 and Class
5-A-3
Certificates.
Class 5-A-3A Applied Realized Loss Amount: With respect to any
Distribution Date before the aggregate
Class Certificate Balance of the Class M
and Class 5-B Certificates has been reduced
to zero, zero. With respect to any
Distribution Date on and after the Class
Certificate Balance of the Class 5-M-1
Certificates has been reduced to zero, and
after the Applied Realized Loss
Amount has been allocated pursuant to
Section 5.05, the excess, if any, of (a)
the sum of the Class Certificate Balance of
the Class 5-A-1 Certificates and the
Component Balance of the Class 5-A-3A
Component (after taking into account the
distribution of the Group 5 Principal
Distribution Amount on such Distribution
Date and any increase in the Class
Certificate Balance of the Class 5-A-1
Certificates or the Component Balance of
the Class 5-A-3A Component as a result
of Recoveries) over (b) the aggregate
Stated Principal Balance of the Subgroup
5A Mortgage Loans as of the Due Date in the
month of such Distribution Date.
Class 5-A-3B Applied Realized Loss Amount: With respect to any
Distribution Date before the aggregate
Class Certificate Balance of the Class M
and Class 5-B Certificates has been reduced
to zero, zero. With respect to any
Distribution Date on and after the Class
Certificate Balance of the Class 5-M-1
Certificates has been reduced to zero, and
after the Applied Realized Loss
Amount has been allocated pursuant to
Section 5.05, the excess, if any, of (a)
the sum of the Class Certificate Balance of
the Class 5-A-2 Certificates and the
Component Balance of the Class 5-A-3B
Component (after taking into account the
distribution of the Group 5 Principal
Distribution Amount on such Distribution
Date and any increase in the Class
Certificate Balance of the Class 5-A-2
Certificates or the Component Balance of
the Class 5-A-3B Component as a result
of Recoveries) over (b) the aggregate
Stated Principal Balance of the Subgroup
5B Mortgage Loans as of the Due Date in the
month of such Distribution Date.
Class 5-B Certificates: The Class 5-B-1 and Class 5-B-2
Certificates.
Class 5-B-1 Principal Distribution Amount: As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the aggregate Class Certificate Balance
of the Class 5-A Certificates (after taking
into account the payment of the
Group 5 Senior Principal Distribution
Amount on such Distribution Date), (ii)
the Class Certificate Balance of the Class
5-M-1 Certificates (after taking into
account the payment of the Class 5-M-1
Principal Distribution Amount on such
Distribution Date), (iii) the Class
Certificate Balance of the Class 5-M-2
Certificates (after taking into account the
payment of the Class 5-M-2 Principal
Distribution Amount on such Distribution
Date), and (iv) the Class Certificate
Balance of the Class 5-B-1 Certificates
immediately prior to such Distribution
Date over (y) the lesser of (A) the product
of (i) 96.50% and (ii) the aggregate
Stated Principal Balance of the Group 5
Mortgage Loans as of the Due Date in the
month of such Distribution Date and (B) the
amount by which the aggregate Stated
Principal Balance of the Group 5 Mortgage
Loans as of the Due Date in the month
of such Distribution Date exceeds the
product of (i) 0.50% and (ii) the Cut-off
Date Pool Principal Balance for Loan Group
5.
Class 5-B-1 Realized Loss Amortization Amount: As to the Class
5-B-1
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class 5-B-1
Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the
sum of the amounts described in Section
5.03(c)(i) through (xi) hereof, in each
case for such Distribution Date.
Class 5-B-2 Principal Distribution Amount: As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the aggregate Class Certificate Balance
of the Class 5-A Certificates (after taking
into account the payment of the
Group 5 Senior Principal Distribution
Amount on such Distribution Date), (ii)
the Class Certificate Balance of the Class
5-M-1 Certificates (after taking into
account the payment of the Class 5-M-1
Principal Distribution Amount on such
Distribution Date), (iii) the Class
Certificate Balance of the Class 5-M-2
Certificates (after taking into account the
payment of the Class 5-M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Class Certificate
Balance of the Class 5-B-1 Certificates
(after taking into account the payment
of the Class 5-B-1 Principal Distribution
Amount on such Distribution Date), and
(v) the Class Certificate Balance of the
Class 5-B-2 Certificates immediately
prior to such Distribution Date over (y)
the lesser of (A) the product of (i)
97.50% and (ii) the aggregate Stated
Principal Balance of the Group 5 Mortgage
Loans as of the Due Date in the month of
such Distribution Date and (B) the
amount by which the aggregate Stated
Principal Balance of the Group 5 Mortgage
Loans as of the Due Date in the month of
such Distribution Date exceeds the
product of (i) 0.50% and (ii) the Cut-off
Date Pool Principal Balance for Loan
Group 5.
Class 5-B-2 Realized Loss Amortization Amount: As to the Class
5-B-2
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class 5-B-2
Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the
sum of the amounts described in Section
5.03(c)(i) through (xiv) hereof, in each
case for such Distribution Date.
Class 5-CE Distributable Amount: With respect to any
Distribution
Date, the sum of (i) the interest accrued
on such Class 5-CE Certificate at its
Pass-Through Rate calculated on its
Notional Amount less the amount (without
duplication) of Cap Carryover Amounts paid
pursuant to Section 5.03(c)(xvi),
(ii) any remaining Overcollateralization
Release Amounts, (iii) the aggregate of
amounts remaining in the Reserve Account
after the distributions in Section
3.09(h)(i)(A).
Class 5-CE Uncertificated Principal Balance: As of any date of
determination, the Initial
Overcollateralization Amount minus the sum of (i) any
Realized Losses allocated thereto and (ii)
any amounts distributed (or deemed
distributed) to the Class 5-CE Certificates
with respect thereto.
Class 5-M-1 Principal Distribution Amount: As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the aggregate Class Certificate Balance
of the Class 5-A Certificates (after taking
into account the payment of the
Group 5 Senior Principal Distribution
Amount on such Distribution Date) and (ii)
the Class Certificate Balance of the Class
5-M-1 Certificates immediately prior
to such Distribution Date over (y) the
lesser of (A) the product of (i) 88.20%
and (ii) the aggregate Stated Principal
Balance of the Group 5 Mortgage Loans as
of the Due Date in the month of such
Distribution Date and (B) the amount by
which the aggregate Stated Principal
Balance of the Group 5 Mortgage Loans as of
the Due Date in the month of such
Distribution Date exceeds the product of (i)
0.50% and (ii) the Cut-off Date Pool
Principal Balance for Loan Group 5.
Class 5-M-1 Realized Loss Amortization Amount: As to the Class
5-M-1
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class 5-M-1
Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the
sum of the amounts described in Section
5.03(c)(i) through (v) hereof, in each
case for such Distribution Date.
Class 5-M-2 Principal Distribution Amount: As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the aggregate Class Certificate Balance
of the Class 5-A Certificates (after taking
into account the payment of the
Group 5 Senior Principal Distribution
Amount on such Distribution Date), (ii)
the Class Certificate Balance of the Class
5-M-1 Certificates (after taking into
account the payment of the Class 5-M-1
Principal Distribution Amount on such
Distribution Date) and (iii) the Class
Certificate Balance of the Class 5-M-2
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 93.10% and (ii) the
aggregate Stated Principal Balance of
the Group 5 Mortgage Loans as of the Due
Date in the month of such Distribution
Date and (B) the amount by which the
aggregate Stated Principal Balance of the
Group 5 Mortgage Loans as of the Due Date
in the month of such Distribution Date
exceeds the product of (i) 0.50% and (ii)
the Cut-off Date Pool Principal
Balance for Loan Group 5.
Class 5-M-2 Realized Loss Amortization Amount: As to the Class
5-M-2
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class 5-M-2
Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the
sum of the amounts described in Section
5.03(c)(i) through (viii) hereof, in
each case for such Distribution Date.
Class A Certificates: The Class 1-A-1, Class 1-A-R, Class
2-A-1,
Class 2-A-2, Class 2-A-3, Class 3-A-1,
Class 4-A-1, Class 5-A-1, Class 5-A-2 and
Class 5-A-3 Certificates.
Class B Certificates: The Class CB Certificates, the Class 4-B
Certificates and the Class 5-B
Certificates.
Class CB Certificates: The Class CB-1, Class CB-2, Class CB-3,
Class
CB-4, Class CB-5 and Class CB-6
Certificates.
Class CB Subordinate Balance Ratio: As of any date of
determination,
the ratio among the principal balances of
the Class 1-LS Interest, the Class
2-LS Interest and the Class 3-LS Interest,
equal to the ratio among the Group
Subordinate Amount of Loan Group 1, the
Group Subordinate Amount of Loan Group 2
and the Group Subordinate Amount of Loan
Group 3.
Class Certificate Balance: Class Certificate Balance means,
with
respect to (i) any Class of Shifting
Interest Certificates (other than the Class
2-X-1 Certificates) and any date of
determination, and subject to Section
5.04(i), the Initial Class Certificate
Balance of such Class minus (A) the sum
of (i) all distributions of principal made
with respect thereto, (ii) all
reductions in Class Certificate Balance
previously allocated thereto pursuant to
Section 5.04(a) and (iii) in the case of
the Class 2-A-3 Certificates, any
reduction allocated thereto pursuant to
Section 5.04(d) plus (B) the sum of (x)
all increases in Class Certificate Balance
previously allocated thereto pursuant
to Section 5.04(a) and (y) in the case of
the 2-A-3 Certificates, any increases
allocated thereto pursuant to Section
5.04(d) and (ii) any Class of Offered
Group 5 Certificates (other than the Class
5-A-3 Certificates) and any
Distribution Date, and subject to Section
5.03(f), the Initial Class Certificate
Balance of such Class (a) reduced by the
sum of (i) all amounts actually
distributed in respect of principal of such
Class on all prior Distribution
Dates and (ii) Applied Realized Loss
Amounts allocated thereto for previous
Distribution Dates pursuant to Section 5.05
and (b) increased by any Recoveries
allocated to such Class for previous
Distribution Dates. The Class Certificate
Balance of the Class 5-A-3 Certificates
will equal the sum of the Component
Balances of the Components. The Class 2-X-1
Certificates are Interest-Only
Certificates and have no Class Certificate
Balance. The Class 5-CE and Class 5-P
Certificates do not have a Class
Certificate Balance.
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class of Shifting Interest
Certificates, the amount by which
Accrued Certificate Interest for such Class
(as reduced pursuant to Section
5.02(c)) exceeds the amount of interest
actually distributed on such Class on
such Distribution Date pursuant to clause
(i) of the definition of "Interest
Distribution Amount."
Class M Certificates: The Class 5-M-1 Certificates and the
Class
5-M-2 Certificates.
Class M Certificateholders: Collectively, the Holders of the Class
M
Certificates.
Class Unpaid Interest Shortfall: As to any Distribution Date
and
each interest-bearing Class of Shifting
Interest Certificates, the amount by
which the aggregate Class Interest
Shortfalls for such Class on prior
Distribution Dates exceeds the amount of
interest actually distributed on such
Class on such prior Distribution Dates
pursuant to clause (ii) of the definition
of "Interest Distribution Amount."
Closing Date: January 27, 2005.
Code: The Internal Revenue Code of 1986, as amended.
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 in the month preceding the
month of such Distribution Date and (b)
the aggregate Prepayment Interest Shortfall
for the Mortgage Loans serviced by
such Servicer for such Distribution Date.
To the extent that Compensating
Interest for a Servicer is calculated
pursuant to clause (a) of the previous
sentence, such Compensating Interest shall
be allocated to the CB Crossed Loan
Groups in the aggregate, Loan Group 4 and
Loan Group 5, pro rata, based on the
aggregate Prepayment Interest Shortfalls
for such Distribution Date on the
Mortgage Loans in such Loan Groups or Loan
Group, as the case may be, serviced
by such Servicer.
Component Balance: With respect to any Component and any date
of
determination, the Initial Component
Balance of such Component (a) reduced by
the sum of (i) all amounts actually
distributed in respect of principal of such
Component on all prior Distribution Dates
and (ii) Class 5-A-3A Applied Realized
Loss Amounts or Class 5-A-3B Applied
Realized Loss Amount allocated thereto, as
the case may be, for previous Distribution
Dates pursuant to Section 5.05 and
(b) increased by any Recoveries allocated
to such Component for previous
Distribution Dates.
Conversion Date: The date on which a Mortgage Loan becomes a
Converted Mortgage Loan.
Converted Mortgage Loan: Any Mortgage Loan as to which the
related
Mortgagor has exercised its option pursuant
to the related Mortgage Note to
convert the adjustable rate of interest on
such Mortgage Loan to a fixed rate of
interest.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: With respect to the Trustee, the
principal
office of the Trustee, which office at the
date of the execution of this
instrument is located at 401 South Tryon
Street, Charlotte, North Carolina,
28288-1179 Attention: Structured Finance
Trust Services, BAFC, Series 2005-A, or
at such other address as the Trustee may
designate from time to time by notice
to the Certificateholders, the Depositor,
the Securities Administrator, the NIMS
Insurer 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 9062 Old Annapolis Road,
Columbia, Maryland 21045-1951, Attention:
Corporate Trust Services - BAFC 2005-A, and
for certificate transfer purposes is
located at Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479,
Attention: Corporate Trust Services - BAFC
2005-A, or at such other address as
the Securities Administrator may designate
from time to time by notice to the
Certificateholders, the Depositor, the
Trustee, the NIMS Insurer and the Master
Servicer.
Corresponding Classes or Components: With respect to the Group
5
Lower-Tier REMIC and the Group 5 Upper-Tier
REMIC, the following Classes or
Components shall be Corresponding Classes
or Components:
Corresponding
Group 5
Corresponding Group 5 Upper-Tier Classes or
Lower-Tier
Interests
Components
--------------------
-------------------------------------------
LT1A1
Class 5-A-1 Certificates
LT1A2
Class 5-A-2 Certificates
LT1A3A
Class 5-A-3A Component
LT1A3B
Class 5-A-3B Component
LT1M1
Class 5-M-1 Certificates
LT1M2
Class 5-M-2 Certificates
LT1B1
Class 5-B-1 Certificates
LT1B2
Class 5-B-2 Certificates
Corresponding Upper-Tier Class or Classes: As to each of the
following Uncertificated Middle-Tier
Interests, the Corresponding Upper-Tier
Class or Classes, as follows:
<TABLE>
<CAPTION>
Uncertificated Middle-Tier Interest
Corresponding Upper-Tier Class or Classes
-----------------------------------
-----------------------------------------
<S>
<C>
Class 1-A-M1 Interest
Class 1-A-1 Certificates
Class 1-A-MUR Interest
Class 1-A-R Certificate
Class 2-A-1, Class 2-A-2, Class 2-A-3 and
Class 2-A-M1 Interest
Class 2-X-1 Certificates
Class 3-A-M1 Interest
Class 3-A-1 Certificates
Class 4-A-M1 Interest
Class 4-A-1 Certificates
Class CB-M1 Interest
Class CB-1 Certificates
Class CB-M2 Interest
Class CB-2 Certificates
Class CB-M3 Interest
Class CB-3 Certificates
Class CB-M4 Interest
Class CB-4 Certificates
Class CB-M5 Interest
Class CB-5 Certificates
Class CB-M6 Interest
Class CB-6 Certificates
Class 4-B-M1 Interest
Class 4-B-1 Certificates
Class 4-B-M2 Interest
Class 4-B-2 Certificates
Class 4-B-M3 Interest
Class 4-B-3 Certificates
Class 4-B-M4 Interest
Class 4-B-4 Certificates
Class 4-B-M5 Interest
Class 4-B-5 Certificates
Class 4-B-M6 Interest
Class 4-B-6 Certificates
</TABLE>
Countrywide Servicing Agreement: The Master Mortgage Loan
Purchase
and Servicing Agreement, dated as of April
1, 2003, by and between BANA (as
successor in interest to Banc of America
Mortgage Capital Corporation) and
Countrywide Home Loans, Inc., as amended by
(i) that certain Amendment No. 1,
dated as of July 1, 2003, by and among Banc
of America Mortgage Capital
Corporation, Countrywide Home Loans, Inc.
and BANA and (ii) that certain
Amendment No. 2, dated as of September 1,
2004, by and among Banc of America
Mortgage Capital Corporation, Countrywide
Home Loans, Inc. and BANA.
Custodian: Initially, the Trustee, and thereafter the Custodian,
if
any, hereafter appointed by the Trustee
pursuant to Section 9.12. The Custodian
may (but need not) be the Trustee or any
Person directly or indirectly
controlling or controlled by or under
common control of either of them. None of
any Servicer, 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 each Servicer,
procedures (including collection
procedures) that such Servicer customarily
employs and exercises in servicing and
administering mortgage loans for its own
account and which are in accordance with
accepted mortgage servicing practices
of prudent lending institutions servicing
mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in
which the related Mortgaged Properties
are located.
Cut-off Date: January 1, 2005.
Cut-off Date Pool Principal Balance: For each Loan Group or
Loan
Subgroup, the aggregate of the Cut-off Date
Principal Balances of the Mortgage
Loans in such Loan Group or Loan Subgroup
which is $142,390,136.34 for Loan
Group 1, $173,456,137.00 for Loan Group 2,
$32,398,834.45 for Loan Group 3,
$158,132,581.16 for Loan Group 4,
$312,065,760.44 for Loan Group 5,
$180,841,985.60 for Loan Subgroup 5A and
$131,223,774.84 for Loan Subgroup 5B.
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 related Servicer
is pursuing an appeal of the court order
giving rise to any such modification
and (b)(1) such Mortgage Loan is not in
default with respect to payment due
thereunder in accordance with the terms of
such Mortgage Loan as in effect on
the Cut-off Date or (2) Monthly Payments
are being advanced by the related
Servicer in accordance with the terms of
such Mortgage Loan as in effect on the
Cut-off Date.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that
became
the subject of a Debt Service
Reduction.
Defective Mortgage Loan: Any Mortgage Loan which is required to
be
cured, repurchased or substituted for
pursuant to Section 2.02.
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 related 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 related
Servicer in accordance with the terms of
such Mortgage Loan as in effect on the
Cut-off Date.
Deficient Valuation Mortgage Loan: Any Mortgage Loan that became
the
subject of a Deficient Valuation.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Depositor: Banc of America 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.
Distribution Account: The Eligible Account created and maintained
by
the Securities Administrator pursuant to
Section 3.09(c) in the name of the
Securities Administrator for the benefit of
the Certificateholders and
designated "Wells Fargo Bank, N.A., as
Securities Administrator for Wachovia
Bank, National Association, as Trustee, in
trust for registered holders of Banc
of America Funding Corporation Mortgage
Pass-Through Certificates, Series
2005-A." The Distribution Account shall be
deemed to consist of eight
sub-accounts; one for each Loan Group
(designated as Sub-Account 1, Sub-Account
2, Sub-Account 3, Sub-Account 4 and
Sub-Account 5) and three sub-accounts
referred to herein as the Middle-Tier
Sub-Account, the Upper-Tier Certificate
Sub-Account and the Group 5 Upper-Tier
Certificate Sub-Account, respectively.
Funds in the Distribution Account shall be
held in trust for the Holders of the
Certificates for the uses and purposes set
forth in this Agreement.
Distribution Date: The 20th day of each month beginning in
February
2005 (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) Wells Fargo Bank is no longer
the Servicer of any of the Mortgage
Loans purchased by the Seller pursuant to
the Wells Fargo Servicing Agreement or
(ii) the senior, unsecured long-term debt
rating of Wells 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.
Eligible Account: Any of (i) an account or accounts maintained
with
a federal or state chartered depository
institution or trust company the
short-term unsecured debt obligations of
which (or, in the case of a depository
institution or trust company that is the
principal subsidiary of a holding
company, the debt obligations of such
holding company) have the highest
short-term ratings of each Rating Agency at
the time any amounts are held on
deposit therein, or (ii) an account or
accounts in a depository institution or
trust company in which such accounts are
insured by the FDIC (to the limits
established by the FDIC) and the uninsured
deposits in which accounts are
otherwise secured such that, as evidenced
by an Opinion of Counsel delivered to
the Trustee, the Securities Administrator,
the NIMS Insurer 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
and the Securities Administrator), acting
in its fiduciary capacity or (iv) any
other account acceptable to each Rating
Agency. Eligible Accounts may bear
interest and may include, if otherwise
qualified under this definition, accounts
maintained with the Trustee or the
Securities Administrator.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: Any of the Class CB-4, Class
CB-5,
Class CB-6, Class 4-B-4, Class 4-B-5, Class
4-B-6, Class 5-CE and Class 5-P
Certificates.
Escrow Account: As defined in Section 3.10.
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.
Event 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
related Servicer as Nonrecoverable
Advance(s) with respect to such Mortgage Loan
pursuant to Section 3.12(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.
Extra Principal Distribution Amount: As of any Distribution
Date,
the lesser of (x) the Monthly Excess
Interest Amount for such Distribution Date
and (y) the Overcollateralization
Deficiency for such Distribution Date.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any
successor
thereto.
Final Distribution Date: The Distribution Date on which the
final
distribution in respect of the Certificates
will be made pursuant to Section
10.01.
Financial Market Service: Bloomberg Financial Service and any
other
financial information provider designated
by the Depositor by written notice to
the Securities Administrator.
Fitch: Fitch Ratings, or any successor thereto.
FIRREA: The Financial Institutions Reform, Recovery and
Enforcement
Act of 1989, as amended.
FNMA: Fannie Mae, or any successor thereto.
Form 10-K: As defined in Section 3.23(a).
Fractional Interest: As defined in Section 5.02(d).
Grantor Trust: That portion of the Trust exclusive of the
REMICs
consisting of (a) the Prepayment Premiums
and the right of the Class 5-P
Certificateholders to receive such
Prepayment Premiums, (a) the right of the
Offered Group 5 Certificates to receive Cap
Carryover Amounts, (b) each Yield
Maintenance Agreement, the Reserve Account
and the beneficial interest of the
Class 5-CE Certificates with respect
thereto and (c) the obligation of the Class
5-CE Certificates to pay Cap Carryover
Amounts.
GreenPoint Servicing Agreement: The Flow Sale and Servicing
Agreement, dated as of September 1, 2004,
by and between BANA and GreenPoint
Mortgage Funding, Inc., as amended by that
certain Amendment No. 1, dated as of
October 1, 2004, by and between BANA and
GreenPoint Mortgage Funding, Inc.
Gross Margin: As to each Mortgage Loan, the fixed percentage
set
forth in the related Mortgage Note and
indicated in the Mortgage Loan Schedule
as the "Gross Margin," which percentage is
added to the Index on each Rate
Adjustment Date to determine (subject to
rounding, the Periodic Cap and the Rate
Ceiling) the Mortgage Interest Rate on such
Mortgage Loan until the next Rate
Adjustment Date.
Group: Any of Group 1, Group 2, Group 3, Group 4 or Group 5.
Group 1: The Group 1 Senior Certificates.
Group 1 Lower-Tier Rate: For each Distribution Date, a per
annum
rate equal to the Net WAC for the Group 1
Mortgage Loans.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1
hereto.
Group 1 Senior Certificates: Class 1-A-1 and Class 1-A-R
Certificates.
Group 2: The Group 2 Senior Certificates.
Group 2 Lower-Tier Rate: For each Distribution Date, a per
annum
rate equal to the Net WAC for the Group 2
Mortgage Loans.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2
hereto.
Group 2 Senior Certificates: Class 2-A-1, Class 2-A-2, Class
2-A-3
and Class 2-X-1 Certificates.
Group 3: The Group 3 Senior Certificates.
Group 3 Lower-Tier Rate: For each Distribution Date, a per
annum
rate equal to the Net WAC for the Group 3
Mortgage Loans.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3
hereto.
Group 3 Senior Certificates: Class 3-A-1 Certificates.
Group 4: The Group 4 Senior Certificates and the Class 4-B
Certificates.
Group 4 Lower-Tier Rate: For each Distribution Date, a per
annum
rate equal to the Net WAC for the Group 4
Mortgage Loans.
Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-4
hereto.
Group 4 Pooling REMIC: As defined in the Preliminary Statement,
the
segregated asset pool, the assets of which
consist of the Group 4 Mortgage
Loans, such amounts as shall from time to
time be held in respect of the Group 4
Mortgage Loans in the Distribution Account
(other than amounts held in respect
of the Upper-Tier Certificate Sub-Account),
the insurance policies, if any,
relating to a Group 4 Mortgage Loan and the
Mortgaged Property that secured a
Group 4 Mortgage Loan and that has been
acquired by foreclosure or deed in lieu
of foreclosure.
Group 4 Pooling REMIC Distribution Amount: As defined in
Section
5.11(a).
Group 4 Pooling Regular Interest: The regular interest issued by
the
Group 4 Pooling REMIC that is held as an
asset of the Middle-Tier REMIC and is
entitled to monthly distributions as
provided in Section 5.11 hereof.
Group 4 Senior Certificates: Class 4-A-1 Certificates.
Group 5: The Group 5 Senior Certificates, the Class M
Certificates
and the Class 5-B Certificates.
Group 5 Cap: As of any Distribution Date and the Class M and
Class
5-B Certificates, a per annum rate equal to
the lesser of (i) 11.50% and (ii) a
per annum rate (subject to adjustment based
on the actual number of days elapsed
in the related Interest Accrual Period)
equal to the weighted average of the
Subgroup 5A Cap and the Subgroup 5B Cap
(each calculated without regard to
clause (i) of the definitions thereof),
weighted on the basis of the related
Subgroup Subordinate Amount.
Group 5 Certificates: The Group 5 Senior Certificates, the Class
M
Certificates, the Class 5-B Certificates,
the Class 5-CE Certificates and the
Class 5-P Certificates.
Group 5 Interest Remittance Amount: As of any Distribution Date,
the
sum of the Subgroup 5A Interest Remittance
Amount and the Subgroup 5B Interest
Remittance Amount for such Distribution
Date.
Group 5 Lower-Tier Distribution Amount: As defined in Section
5.11(b).
Group 5 Lower-Tier Rate: With respect to Regular Interest
LT1AA,
Regular Interest LT1A1, Regular Interest
LT1A2, Regular Interest LT1A3A, Regular
Interest LT1A3B, Regular Interest LT1M1,
Regular Interest LT1M2, Regular
Interest LT1B1, Regular Interest LT1B2,
Regular Interest LT1ZZ, Regular Interest
LT1SUB, Regular Interest LT2SUB and Regular
Interest LT1XX, the Net WAC of the
Group 5 Mortgage Loans. With respect to
Regular Interest LT1GRP, the Subgroup 5A
Cap. With respect Regular Interest LT2GRP,
the Subgroup 5B Cap.
Group 5 Lower-Tier REMIC: As defined in the Preliminary
Statement,
the segregated asset pool, the assets of
which consist of the Group 5 Mortgage
Loans, such amounts as shall from time to
time be held in respect of the Group 5
Mortgage Loans in the Distribution Account
(other than amounts held in respect
of the Group 5 Upper-Tier Certificate
Sub-Account), the insurance policies, if
any, relating to a Group 5 Mortgage Loan
and the Mortgaged Property that secured
a Group 5 Mortgage Loan and that has been
acquired by foreclosure or deed in
lieu of foreclosure.
Group 5 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-5
hereto.
Group 5 Principal Distribution Amount: As to any Distribution
Date,
the sum of (i) the Group 5 Principal
Remittance Amount minus the
Overcollateralization Release Amount, if
any, and (ii) the Extra Principal
Distribution Amount, if any.
Group 5 Principal Remittance Amount: With respect to any
Distribution Date and Group 5 Mortgage
Loans, to the extent of funds available
therefor, the sum (less amounts available
for reimbursement to the Servicers of
Advances and expenses pursuant to the
applicable Servicing Agreement, amounts
reimbursable or payable to the Master
Servicer, Securities Administrator or
Trustee pursuant to this Agreement) of: (i)
each payment of principal on a
Mortgage Loan due on the Due Date in the
month of such Distribution Date and
received by the Servicers on or prior to
the related Determination Date, and any
Advances with respect thereto, (ii) all
Principal Prepayments received by the
applicable Servicer during the prior
calendar month, (iii) Insurance Proceeds,
net Liquidation Proceeds and Recoveries
allocable to principal actually
collected by the applicable Servicer during
the prior calendar month, (iv) with
respect to Defective Mortgage Loans
repurchased with respect to the prior
calendar month, the portion of the
Repurchase Price allocable to principal, (v)
any Substitution Adjustment Amounts paid
during the prior calendar month and
(vi) on the Distribution Date on which the
Group 5 Mortgage Loans and related
REO Property are purchased by the Master
Servicer in accordance with Section
10.01 hereof, that portion of the purchase
price therefor in respect of
principal.
Group 5 Senior Certificates: Class 5-A-1, Class 5-A-2 and Class
5-A-3 Certificates.
Group 5 Senior Principal Distribution Amount: With respect to
any
Distribution Date, (i) before the Stepdown
Date or as to which a Trigger Event
is in effect, the lesser of (a) the
aggregate Class Certificate Balance of the
Class 5-A Certificates immediately prior to
such Distribution Date and (b) the
Group 5 Principal Distribution Amount and
(ii) on or after the Stepdown Date and
as long as a Trigger Event is not in
effect, the excess of (a) the aggregate
Class Certificate Balance of the Class 5-A
Certificates immediately prior to
such Distribution Date over (b) the lesser
of (x) the product of (i) 82.20% and
(ii) the aggregate Stated Principal Balance
of the Group 5 Mortgage Loans as of
the Due Date in the month of such
Distribution Date and (y) the amount by which
the aggregate Stated Principal Balance of
the Group 5 Mortgage Loans as of the
Due Date in the month of such Distribution
Date exceeds the product of (i) 0.50%
and (ii) the Cut-off Date Pool Principal
Balance for Loan Group 5.
Group 5 Subordinate Balance Ratio: As of any date of
determination,
the ratio between the Uncertificated
Principal Balances of Regular Interest
LT1SUB and Regular Interest LT2SUB, equal
to the ratio between the Subgroup
Subordinate Amount for Loan Subgroup 5A and
the Subgroup Subordinate Amount for
Loan Subgroup 5B.
Group 5 Upper-Tier Certificate Sub-Account: The sub-account of
the
Distribution Account designated by the
Securities Administrator pursuant to
Section 3.09(g).
Group 5 Upper-Tier REMIC: As defined in the Preliminary
Statement,
the segregated asset pool, the assets of
which consist of the Group 5
Uncertificated Lower-Tier Interests and
such amounts as shall from time to time
be deemed to be held in the Group 5
Upper-Tier Certificate Sub-Account.
Group Subordinate
Amount: With respect
to any Distribution
Date and any Shifting Interest Loan Group, the excess of the Pool
Stated
Principal Balance for such Loan Group over
the aggregate
Class Certificate
Balance of the Senior Certificates of the Related Group
immediately prior
to
such date.
Holder: A Certificateholder.
Indenture: An indenture relating to the issuance of net
interest
margin notes secured by the Class 5-CE
Certificates and the Class 5-P
Certificates, which may or may not be
guaranteed by the NIMS Insurer.
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.
Index: As to any Mortgage Loan and Rate Adjustment Date, any of
the
One-Year CMT Index, the One-Year LIBOR
Index or the Six-Month LIBOR Index. The
Index applicable to each Mortgage Loan will
be indicated on the Mortgage Loan
Schedule. In the event that any such Index
is no longer available, the
applicable Servicer will select a
substitute Index in accordance with the terms
of the related Mortgage Note and in
compliance with federal and state law.
Initial
Class Certificate Balance: As to each Class of Certificates,
the Class Certificate Balance set forth in
the Preliminary Statement.
Initial Component Balance: As to each Component, the Component
Balance set forth in the Preliminary
Statement.
Initial Notional Amount: As to each Class of Interest-Only
Certificates, the Notional Amount set forth
in the Preliminary Statement.
Initial Overcollateralization Amount: $3,901,760.43.
Insurance Policy: With respect to any Mortgage Loan included in
the
Trust Estate, any related insurance policy,
including all riders and
endorsements thereto in effect, including
any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than
any amount included in such Insurance
Proceeds in respect of Insured
Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or
any
other insurance policy with respect to the
Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each
Class
of Shifting Interest Certificates, the
period from and including the first day
of the previous calendar month to but not
including the first day of the
calendar month of the current Distribution
Date. As to each Distribution Date
and each Class of Offered Group 5
Certificates, the period from and including
the Distribution Date in the prior calendar
month (or in the case of the first
Distribution Date, from the Closing Date)
through and including the day prior to
the current Distribution Date. Interest on
each Class of Shifting Interest
Certificates will be calculated on the
basis of a 360-day year consisting of
twelve 30-day months. Interest on each
Class of Offered Group 5 Certificates
will be calculated on the basis of the
actual number of days in the related
Interest Accrual Period and a 360-day
year.
Interest Carry Forward Amount: For any Class of Offered Group 5
Certificates (other than the Class 5-A-3
Certificates) and the Components and
any Distribution Date, the sum of (a) the
excess, if any, of the Accrued
Certificate Interest or Accrued Component
Interest, as the case may be, and any
Interest Carry Forward Amount for the prior
Distribution Date, over the amount
in respect of interest actually distributed
on such Class or Component on such
prior Distribution Date and (b) interest on
such excess at the applicable
Pass-Through Rate for the related Interest
Accrual Period.
Interest Distribution Amount: For any Distribution Date and
each
Class of Shifting Interest 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.
Interest-Only Certificates: Any Class of Certificates entitled
to
distributions of interest, but no
distributions of principal. The Class 2-X-1
Certificates are the only Class of
Interest-Only Certificates.
Interest Percentage: With respect to any Class of Offered Group
5
Certificates (other than the Class 5-A-3
Certificates) or any Component and any
Distribution Date, the ratio (expressed as
a decimal carried to six places) of
the Accrued Certificate Interest for such
Class or Accrued Component Interest
for such Component to the sum of the
Accrued Certificate Interest for all
Classes and Accrued Component Interest for
all Components, in each case with
respect to such Distribution Date, without
regard to Relief Act Shortfalls.
LIBOR Business Day: Any day on which banks in the London,
England
and The City of New York are open and
conducting transactions in foreign
currency and exchange.
LIBOR Determination Date: With respect to the Offered Group 5
Certificates and each Interest Accrual
Period (after the first Interest Accrual
Period), the second LIBOR Business Day
prior to the day on which such Interest
Accrual Period commences.
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
related Servicer has certified (in
accordance with the related 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, Loan Group 3,
Loan
Group 4 or Loan Group 5.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan Group 4: The Group 4 Mortgage Loans.
Loan Group 5: The Group 5 Mortgage Loans.
Loan Subgroup: Any of Loan Subgroup 5A or Loan Subgroup 5B.
Loan Subgroup 5A: The Subgroup 5A Mortgage Loans.
Loan Subgroup 5B: The Subgroup 5B Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any
date
of determination, the fraction, expressed
as a percentage, the numerator of
which is the outstanding principal balance
of the related Mortgage Loan at the
date of determination and the denominator
of which is the Appraised Value of the
related Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 5.11(a).
Lower-Tier REMIC: As defined in the Preliminary Statement, the
segregated asset pool, the assets of which
consist of the Mortgage Loans (other
than the Group 5 Mortgage Loans), such
amounts as shall from time to time be
held in the Distribution Account (other
than amounts held in respect of the
Middle-Tier Sub-Account or the Upper-Tier
Certificate Sub-Account or any amounts
held in respect of the Group 4 Mortgage
Loans, the Group 5 Mortgage Loans or in
the Group 5 Upper-Tier Certificate
Sub-Account), the insurance policies, if any,
relating to a Mortgage Loan and the
Mortgaged Property which secured a Mortgage
Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure.
Marker Rate: With respect to the Class 5-CE Certificates and
any
Distribution Date, a per annum rate equal
to two (2) times the weighted average
of the applicable Group 5 Lower-Tier Rates
for Regular Interest LT1A1, Regular
Interest LT1A2, Regular Interest LT1A3A,
Regular Interest LT1A3B, Regular
Interest LT1M1, Regular Interest LT1M2,
Regular Interest LT1B1, Regular Interest
LT1B2 and Regular Interest LT1ZZ, (i) with
the rate on each such Uncertificated
Group 5 Lower-Tier Interest (other than
Regular Interest LT1ZZ) subject to a cap
equal to the Pass-Through Rate of its
Corresponding Class or Component (taking
into account in determining any such
Pass-Through Rate the imposition of the
applicable Cap as described in footnote 7,
8, 12, 13 or 14 to the table in the
Preliminary Statement relating to the
Certificates) for the purposes of this
calculation and (ii) with the rate on
Regular Interest LT1ZZ subject to a cap of
zero for the purpose of this calculation;
provided, however, that for this
purpose, calculations of the Group 5
Lower-Tier Rate and the related caps with
respect to each such Uncertificated Group 5
Regular Interest (other than Regular
Interest LT1ZZ) shall be multiplied by a
fraction, the numerator of which is the
actual number of days in the Interest
Accrual Period and the denominator of
which is 30.
Master Servicer: Wells Fargo Bank, N.A., and any
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(b) in the name of the
Master Servicer for the benefit of the
Certificateholders and designated "Wells
Fargo Bank, N.A., as Master Servicer, in
trust for the registered holders of
Banc of America Funding Corporation
Mortgage Pass-Through Certificates, Series
2005-A."
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 Indemnified Parties: As defined in Section
3.23(c).
Master Servicer's Certificate: The monthly report required by
Section 4.01.
Master Servicing Officer: With respect to the Master Servicer,
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 by the
Master Servicer, as such list may from time
to time be amended.
Master Servicing Transfer Costs: All reasonable costs and
expenses
incurred by the Trustee in connection with
the transfer of master servicing from
a predecessor master servicer, including,
without limitation, any costs or
expenses associated with the complete
transfer of all master servicing data and
the completion, correction or manipulation
of such master servicing data as may
be required by the Trustee to correct any
errors or insufficiencies in the
master servicing data or otherwise to
enable the Trustee to master service the
Mortgage Loans properly and
effectively.
Maximum LT1ZZ Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the
excess of (a) accrued interest at the
Group 5 Lower-Tier Rate applicable to
Regular Interest LT1ZZ for such
Distribution Date on a balance equal to the
Uncertificated Principal Balance of
Regular Interest LT1ZZ minus the 5LT
Overcollateralized Amount, in each case for
such Distribution Date, over (b)
Uncertificated Accrued Interest on Regular
Interest LT1A1, Regular Interest LT1A2,
Regular Interest LT1A3A, Regular
Interest LT1A3B, Regular Interest LT1M1,
Regular Interest LT1M2, Regular
Interest LT1B1 and Regular Interest LT1B2,
each subject to a cap equal to the
Pass-Through Rate of the related
Corresponding Class for the purpose of this
calculation; provided, however, that for
this purpose, calculations of the Group
5 Lower-Tier Rate and the related caps with
respect to Uncertificated Accrued
Interest on Regular Interest LT1A1, Regular
Interest LT1A2, Regular Interest
LT1A3A, Regular Interest LT1A3B, Regular
Interest LT1M1, Regular Interest LT1M2,
Regular Interest LT1B1 and Regular Interest
LT1B2 shall be multiplied by a
fraction, the numerator of which is the
actual number of days in the Interest
Accrual Period and the denominator of which
is 30.
Middle-Tier Certificate Sub-Account: The sub-account of the
Distribution Account designated by the
Securities Administrator pursuant to
Section 3.09(g).
Middle-Tier REMIC: As defined in the Preliminary Statement, the
segregated asset pool, the assets of which
consist of the Uncertificated
Lower-Tier Interests, the Uncertificated
Group 4 Pooling REMIC Interest and such
amounts as shall from time to time be
deemed to be held in the Middle-Tier
Certificate Sub-Account.
Monthly Excess Cashflow Amount: The sum of the Monthly Excess
Interest Amount, the Overcollateralization
Release Amount and (without
duplication) any portion of the Group 5
Principal Distribution Amount remaining
after principal distributions on the
Offered Group 5 Certificates.
Monthly Excess Interest Amount: With respect to each
Distribution
Date, the amount, if any, by which the
Group 5 Interest Remittance Amount for
such Distribution Date exceeds the
aggregate amount distributed on such
Distribution Date to the Group 5
Certificates pursuant to priorities first
through eighth under Section 5.03(a).
MERS: As defined in Section 2.01(b)(iii).
Monthly Form 8-K: As defined in Section 3.23(a).
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.
Moody's: Moody's 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, as adjusted from time to time in
accordance with the provisions of the
related Mortgage Note, which rate is (a)
prior to the first Rate Adjustment Date
for each such Mortgage Loan, the initial
Mortgage Interest Rate for such
Mortgage Loan indicated on the Mortgage
Loan Schedule and (b) from and after
such Rate Adjustment Date, the sum of the
applicable Index, as of the Rate
Adjustment Date applicable to such Due
Date, and the Gross Margin, rounded as
set forth in such Mortgage Note, subject to
the Periodic Cap and the Rate
Ceiling applicable to such Mortgage Loan at
any time during the life of such
Mortgage Loan.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated January 27, 2005, between
Bank of America, National
Association, 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 D-1, Exhibit D-2, Exhibit D-3,
Exhibit D-4, Exhibit D-5, Exhibit D-6 and
Exhibit D-7 setting forth the following
information with respect to each
Mortgage Loan: (i) the Mortgage Loan
identifying number; (ii) a code indicating
whether the Mortgaged Property is
owner-occupied; (iii) the property type for
each Mortgaged Property; (iv) the original
months to maturity or the remaining
months to maturity from the Cut-off Date;
(v) the Loan-to-Value Ratio at
origination; (vi) the Mortgage Interest
Rate as of the Cut-off Date; (vii) the
date on which the first Monthly Payment was
due on the Mortgage Loan, and, if
such date is not the Due Date currently in
effect, such Due Date; (viii) the
stated maturity date; (ix) the amount of
the Monthly Payment as of the Cut-off
Date; (x) the paid-through date; (xi) the
original principal amount of the
Mortgage Loan; (xii) the principal balance
of the Mortgage Loan as of the close
of business on the Cut-off Date, after
application of payments of principal due
on or before the Cut-off Date, whether or
not collected, and after deduction of
any payments collected of scheduled
principal due after the Cut-off Date; (xiii)
a code indicating the purpose of the
Mortgage Loan; (xiv) a code indicating the
documentation style; (xv) the Appraised
Value; (xvi) the first Rate Adjustment
Date; (xvii) the Rate Ceiling; (xviii) the
Periodic Cap; (xix) the Gross Margin;
(xx) the Index; (xxi) the closing date of
such Mortgage Loan; (xxii) whether
such Mortgage Loan is a Convertible
Mortgage Loan; and (xxiii) whether such
Mortgage Loan is subject to a Prepayment
Premium. With respect to the Mortgage
Loans in each Loan Group or Loan Subgroup
in the aggregate, the Mortgage Loan
Schedule shall set forth the following
information, as of the Cut-off Date: (i)
the number of Mortgage Loans; (ii) the
current aggregate outstanding principal
balance of the Mortgage Loans; (iii) the
weighted average Mortgage Interest Rate
of the Mortgage Loans; and (iv) the
weighted average months to maturity of the
Mortgage Loans.
Mortgage Loans: Such of the mortgage loans transferred and
assigned
to the Trustee pursuant to Section 2.01 as
from time to time are held as a part
of the Trust Estate (including any
Substitute Mortgage Loans and REO Property),
the Mortgage Loans originally so held being
identified in the Mortgage Loan
Schedule.
Mortgage Note: The originally executed note or other evidence
of
indebtedness evidencing the indebtedness of
a Mortgagor under a Mortgage Loan,
together with all riders thereto and
amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which may include Co-op Shares or
residential long term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Interest Rate: As to any Mortgage Loan and
Distribution
Date, such Mortgage Loan's Mortgage
Interest Rate thereon on the first day of
the month preceding the month of the
related Distribution Date reduced by (i)
the Servicing Fee Rate and (ii) the
Securities Administrator Fee Rate.
Net WAC: As to any Loan Group or Loan Subgroup and any
Distribution
Date, the weighted average of the Net
Mortgage Interest Rates of the Mortgage
Loans in such Loan Group or Loan Subgroup
(based on Stated Principal Balances of
the Mortgage Loans in such Loan Group or
Loan Subgroup on the Due Date in the
month preceding the month of such
Distribution Date).
NIMS Insurer: Any insurer that is guaranteeing certain payments
under notes secured by collateral which
includes all or a portion of the Class
5-CE and Class 5-P Certificates.
Non-Supported Interest Shortfalls: As to any Distribution Date
and
(i) the CB Crossed Loan Groups, the amount,
if any, by which the aggregate of
Prepayment Interest Shortfalls for the CB
Crossed Loan Groups exceeds the
aggregate Compensating Interest received
from the Servicers for the Mortgage
Loans in the CB Crossed Loan Groups for
such Distribution Date and (ii) Loan
Group 4, the amount, if any, by which the
aggregate of Prepayment Interest
Shortfalls for Loan Group 4 exceeds the
aggregate Compensating Interest received
from the Servicers for the Group 4 Mortgage
Loans 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 related Servicer, will
not or, in the case of a proposed Advance,
would not be ultimately recoverable
from the related Mortgagor, related
Liquidation Proceeds, or other recoveries in
respect of the related Mortgage Loan.
Notional Amount: With respect to the Class 2-X-1 Certificates
and
any date of determination, the Class 2-X-1
Notional Amount.
NYCEMA: A New York Consolidation, Extension and Modification
Agreement.
Offered Certificates: The Senior Certificates and the Class
CB-1,
Class CB-2, Class CB-3, Class 4-B-1, Class
4-B-2, Class 4-B-3, Class 5-M-1,
Class 5-M-2, Class 5-B-1 and Class 5-B-2
Certificates.
Offered Group 5 Certificates: The Class 5-A-1, Class 5-A-2,
Class
5-A-3, Class 5-M-1, Class 5-M-2, Class
5-B-1 and Class 5-B-2 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 the case may be.
One-Month LIBOR: With respect to the initial Interest Accrual
Period, 2.55% per annum. With respect to
each Interest Accrual Period (other
than the initial Interest Accrual Period),
the rate determined by the Securities
Administrator on the related LIBOR
Determination Date on the basis of the
offered rate for one-month United States
dollar deposits, as such rate appears
on the Telerate Page 3750, as of 11:00 a.m.
(London time) on such LIBOR
Determination Date. If no such quotations
are available on a LIBOR Determination
Date, One-Month LIBOR for the related
Interest Accrual Period will be the higher
of (i) One-Month LIBOR for the previous
LIBOR Determination Date (or, in the
case of the first LIBOR Determination Date
for which the Securities
Administrator is required to determine
One-Month LIBOR, 2.55% per annum) or (ii)
a per annum rate 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 United States dollar lending
rate that New York City banks selected by
the Securities Administrator are
quoting on the relevant LIBOR 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 United States dollar
lending rate that the New York City banks
selected by the Securities Administrator
are quoting on such LIBOR Determination
Date to leading European banks.
One-Year CMT Index: A rate per annum that is defined to be the
weekly average yield on United States
Treasury Securities adjusted to a constant
maturity of one year, as made available by
the Federal Reserve Board, published
in Federal Reserve Statistical Release H.15
(519) and most recently available as
of the date 45 days before the applicable
Rate Adjustment Date.
One-Year LIBOR Index: A rate per annum that is defined to be
the
average of interbank offered rates for
one-year U.S. dollar-denominated deposits
in the London market, as published in The
Wall Street Journal and most recently
available either (i) as of the first
Business Day in the month preceding the
month of the applicable Rate Adjustment
Date or (ii) up to the date 45 days
before the applicable Rate Adjustment
Date.
Opinion of Counsel: A written opinion of counsel acceptable to
the
Trustee 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 Servicer,
except that any opinion of counsel relating
to the qualification of the Trust
Estate as six separate REMICs or compliance
with the REMIC Provisions must be an
opinion of Independent counsel.
Optional Termination Date: The first Distribution Date on which
the
Master Servicer may opt to terminate (i)
the Group 1, Group 2 and Group 3
Mortgage Loans and related REO Property,
(ii) the Group 4 Mortgage Loans and
related REO Property or (iii) the Group 5
Mortgage Loans and related REO
Property pursuant to Section 10.01.
Original Class CB Certificate Balance: $22,115,007.00.
Original Class 4-B Certificate Balance: $5,139,581.00.
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 CB-1
4.40%
Class CB-2
2.85%
Class CB-3
1.70%
Class CB-4
0.70%
Class CB-5
0.30%
Class CB-6
0.00%
Class 4-B-1
1.70%
Class 4-B-2
1.10%
Class 4-B-3
0.70%
Class 4-B-4
0.40%
Class 4-B-5
0.20%
Class 4-B-6
0.00%
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
which
was not the subject of a Principal
Prepayment in Full prior to such Due Date,
which did not become a Liquidated Mortgage
Loan prior to such Due Date and which
was not purchased from the Trust prior to
such Due Date pursuant to Section
2.02, 2.04, 2.09 or Section 3.16(f).
Overcollateralization Amount: As of any Distribution Date, the
excess, if any, of (x) the aggregate Stated
Principal Balance of the Group 5
Mortgage Loans as of the Due Date in the
month of such Distribution Date over
(y) the aggregate Class Certificate Balance
of all Classes of Offered Group 5
Certificates (after taking into account all
distributions of principal on such
Distribution Date and the increase of any
Class Certificate Balance of a Class
of Offered Group 5 Certificates as a result
of Recoveries).
Overcollateralization Deficiency: As of any Distribution Date,
the
excess, if any, of (x) the Targeted
Overcollateralization Amount for such
Distribution Date over (y) the
Overcollateralization Amount for such
Distribution Date, calculated for this
purpose after taking into account the
reduction on such Distribution Date of the
Class Certificate Balances of all
Classes of Offered Group 5 Certificates
resulting from the distribution of the
Group 5 Principal Distribution Amount (but
not the Extra Principal Distribution
Amount) on such Distribution Date, but
prior to taking into account any Applied
Realized Loss Amounts, Class 5-A-3A Applied
Realized Loss Amounts or Class
5-A-3B Applied Realized Loss Amounts on
such Distribution Date.
Overcollateralization Release Amount: With respect to any
Distribution Date on or after the Stepdown
Date on which a Trigger Event is not
in effect, the lesser of (x) the Group 5
Principal Remittance Amount for such
Distribution Date and (y) the excess, if
any, of (i) the Overcollateralization
Amount for such Distribution Date, assuming
that 100% of the Group 5 Principal
Remittance Amount is applied as a principal
payment on the Offered Group 5
Certificates on such Distribution Date,
over (ii) the Targeted
Overcollateralization Amount for such
Distribution Date. With respect to any
Distribution Date on which a Trigger Event
is in effect, the
Overcollateralization Release Amount will
be zero.
Ownership Interest: As to any Certificate, any ownership or
security
interest in such Certificate, including any
interest in such Certificate as the
Holder thereof and any other interest
therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As to each Class of interest-bearing
Certificates, the per annum rate set forth
or described in the Preliminary
Statement.
With respect to the Class 5-CE Certificates and any
Distribution
Date, a per annum rate equal to the
percentage equivalent of a fraction, the
numerator of which is the sum of the
amounts calculated pursuant to clauses (A)
through (J) below, and the denominator of
which is the aggregate of the
Uncertificated Principal Balances of
Regular Interest LT1AA, Regular Interest
LT1A1, Regular Interest LT1A2, Regular
Interest LT1A3A, Regular Interest LT1A3B,
Regular Interest LT1M1, Regular Interest
LT1M2, Regular Interest LT1B1, Regular
Interest LT1B2 and Regular Interest LT1ZZ.
For purposes of calculating the
Pass-Through Rate for the Class 5-CE
Certificates, the numerator is equal to the
sum of the following components:
(A) the Group 5 Lower-Tier Rate for Regular Interest LT1AA minus
the
Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance
of Regular Interest LT1AA;
(B) the Group 5 Lower-Tier Rate for Regular Interest LT1A1 minus
the
Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance
of Regular Interest LT1A1;
(C) the Group 5 Lower-Tier Rate for Regular Interest LT1A2 minus
the
Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance
of Regular Interest LT1A2;
(D) the Group 5 Lower-Tier Rate for Regular Interest LT1A3A
minus
the Marker Rate, applied to an amount equal
to the Uncertificated Principal
Balance of Regular Interest LT1A3A;
(E) the Group 5 Lower-Tier Rate for Regular Interest LT1A3B
minus
the Marker Rate, applied to an amount equal
to the Uncertificated Principal
Balance of Regular Interest LT1A3B;
(F) the Group 5 Lower-Tier Rate for Regular Interest LT1M1 minus
the
Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance
of Regular Interest LT1M1;
(G) the Group 5 Lower-Tier Rate for Regular Interest LT1M2 minus
the
Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance
of Regular Interest LT1M2;
(H) the Group 5 Lower-Tier Rate for Regular Interest LT1B1 minus
the
Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance
of Regular Interest LT1B1;
(I) the Group 5 Lower-Tier Rate for Regular Interest LT1B2 minus
the
Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance
of Regular Interest LT1B2;
(J) the Group 5 Lower-Tier Rate for Regular Interest LT1ZZ minus
the
Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance
of Regular Interest LT1ZZ.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate (other than the
Class
5-CE and Class 5-P Certificates), the
percentage obtained by dividing the
initial Certificate Balance of such
Certificate (or the initial notional amount
for the Interest-Only Certificates) by the
Initial Class Certificate Balance or
Initial Notional Amount, as applicable, of
the Class of which such Certificate
is a part. With respect to the Class 5-CE
and Class 5-P Certificates, the
portion of the Class evidenced thereby,
expressed as a percentage, as stated on
the face of such Certificate; provided,
however, that the sum of all such
percentages for each such Class totals
100%.
Periodic Advance: With respect to each Servicer, shall have the
meaning given to the term "Monthly Advance"
in the applicable Servicing
Agreement.
Periodic Cap: For each Mortgage Loan, the applicable limit on
adjustment of the Mortgage Interest Rate
for each Rate Adjustment Date specified
in the applicable Mortgage Note, if any,
and designated as such in the Mortgage
Loan Schedule.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the
United
States, FHLMC, FNMA or any agency or instrumentality of the
United
States
when such obligations are backed by the full faith and credit
of
the United
States; provided that such obligations of FHLMC or FNMA shall
be limited
to senior debt obligations and mortgage participation
certificates other than investments in mortgage-backed or
mortgage
participation securities with yields evidencing extreme sensitivity
to the
rate of
principal payments on the underlying mortgages, which shall not
constitute
Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause
(i)
maturing
not more than one month from the date of acquisition thereof
with
a
corporation incorporated under the laws of the United States or
any
state
thereof rated not lower than "P-1" by Moody's, "A-1" by S&P and
"F1"
by
Fitch;
(iii) federal funds, certificates of deposit, demand deposits,
time
deposits
and bankers' acceptances (which shall each have an original
maturity
of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more
than 365
days or a
remaining maturity of more than 30 days) denominated in United
States
dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state
thereof,
rated not
lower than "P-1" by Moody's, "A-1" by S&P and "F1" by
Fitch;
(iv) commercial paper (having original maturities of not more
than
365 days)
of any corporation incorporated under the laws of the United
States or
any state thereof which is rated not lower than "P-1" by
Moody's,
"A-1" by S&P and "F1" by Fitch;
(v) investments in money market funds (including funds of the
Trustee,
the Securities Administrator or their affiliates, or funds for
which an
affiliate of the Trustee or the Securities Administrator acts
as
advisor,
as well as funds for which the Trustee and its affiliates or
the
Securities
Administrator and its affiliates may receive compensation)
rated
either "Aaa" by Moody's, "AAAm G" by S&P and "AAA" by Fitch
(if
rated by
Fitch) or otherwise approved in writing by each Rating Agency;
and
(vi) other obligations or securities that are acceptable to
each
Rating
Agency and the NIMS Insurer and, as evidenced by an Opinion of
Counsel
obtained by the Master Servicer and addressed to the Depositor
and
the
Securities Administrator, will not affect the qualification of
the
Trust
Estate as six 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 Master
Servicer based on an Opinion of Counsel to
the effect that any transfer to such
Person may cause the Trust or any other
Holder of a Residual Certificate to
incur tax liability that would not be
imposed other than on account of such
transfer. The terms "United States,"
"State" and "international organization"
shall have the meanings set forth in Code
Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association,
joint-stock company, trust,
unincorporated organization or government
or any agency or political subdivision
thereof.
Physical Certificates: The Class 1-A-R, Class CB-4, Class CB-5,
Class CB-6, Class 5-CE, Class 5-P, Class
4-B-4, Class 4-B-5 and Class 4-B-6
Certificates.
Plan: As defined in Section 6.02(e).
Pool Distribution Amount: As to any Distribution Date and
Shifting
Interest 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
Securities Administrator Fee), the principal
portion of any Monthly Payment on a
Mortgage Loan in such Loan Group due on the
Due Date in the calendar month in which
such Distribution Date occurs and which
is received prior to the related
Determination Date and, with respect to Loan
Group 2 and the first Distribution Date
only, the Cash Deposit 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 in respect of
such Distribution Date deposited to
the Master Servicer Custodial Account
pursuant to Section 3.09(d)(vi); (ii) all
Liquidation Proceeds received on the
Mortgage Loans in such Loan Group during
the preceding calendar month and deposited
to the Master Servicer Custodial
Account pursuant to Section 3.09(d)(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(d)(i); (iv) in connection
with Defective Mortgage Loans and Converted
Mortgage Loans in such Loan Group,
the aggregate of the Repurchase Prices and
Substitution Adjustment Amounts
received during the calendar month
preceding the month of such Distribution Date
and deposited to the Master Servicer
Custodial Account pursuant to Section
3.09(d)(vii); (v) any other amounts in the
Master Servicer Custodial Account
deposited therein pursuant to Sections
3.09(d)(iv), (v), (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(a) and (vii) any Recovery in
respect of such Distribution Date; over (b)
any amounts permitted to be
withdrawn from the Master Servicer
Custodial Account pursuant to clauses (i)
through (viii), inclusive, of Section
3.12(a) in respect of such Loan Group.
Pool Stated Principal Balance: As to any Distribution Date and
Shifting Interest Loan Group, the aggregate
Stated Principal Balance of all
Mortgage Loans in such Loan Group that were
Outstanding Mortgage Loans at the
close of business on the Due Date in the
month preceding the month in which such
Distribution Date occurs.
Prepayment Interest Shortfall: As to any Distribution Date and
each
Mortgage Loan subject to a Principal
Prepayment received during the calendar
month preceding such Distribution Date, the
amount, if any, by which one month's
interest at the related Mortgage Interest
Rate (net of the Servicing Fee Rate)
on such Principal Prepayment exceeds the
amount of interest paid in connection
with such Principal Prepayment.
Prepayment Premium: Any prepayment premium, penalty or charge
collected by a Servicer from a Mortgagor in
connection with any voluntary
Principal Prepayment in Full pursuant to
the terms of the related Mortgage Note
as from time to time held as a part of the
Trust Fund, the Prepayment Premiums
so held being identified in the Mortgage
Loan Schedule.
Primary Mortgage Insurance Policy: Each policy of primary
mortgage
guaranty insurance or any replacement
policy therefor with respect to any
Mortgage Loan, in each case issued by an
insurer acceptable to FNMA or FHLMC.
Principal Amount: As to any Distribution Date and Loan Group
(other
than Loan Group 5), the sum of (i) the sum
of (a) the principal portion of each
Monthly Payment due on each Mortgage Loan
in such Loan Group on the related Due
Date, (b) the Stated Principal Balance, as
of the date of repurchase, of each
Mortgage Loan in such Loan Group that was
repurchased by the Depositor, the
Seller or the related Servicer as of such
Distribution Date, (c) any
Substitution Adjustment Amount in
connection with a 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 the calendar month
preceding the month of such Distribution
Date and (f) all Principal Prepayments 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) any Recovery
related to such Loan Group for such
Distribution Date.
Principal Prepayment: Any payment or other recovery of principal
on
a Mortgage Loan (other than Liquidation
Proceeds) which is received in advance
of its scheduled Due Date and is not
accompanied by an amount of interest
representing scheduled interest due on any
date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the
entire
principal balance of a Mortgage Loan.
Private Certificates: The Class CB-4, Class CB-5, Class CB-6,
Class
4-B-4, Class 4-B-5, Class 4-B-6, Class 5-CE
and Class 5-P Certificates.
Pro Rata Share: As to any Distribution Date and any Class of
Class
CB Certificates or Class 4-B Certificates
that is not a Restricted Class, the
portion of the Subordinate Principal
Distribution Amounts or Amount allocable to
such Class, equal to the product of the
Subordinate Principal Distribution
Amounts or Amount for such Distribution
Date and a fraction, the numerator of
which is the related Class Certificate
Balance thereof and the denominator of
which is the aggregate Class Certificate
Balance of the Class CB Certificates or
Class 4-B Certificates, as applicable, that
are not Restricted Classes. The Pro
Rata Share of a Restricted Class shall be
0%. The Pro Rata Share of a Class of
Class CB Certificates or Class 4-B
Certificates may be computed for each of
clause (i) and clause (ii) of the
definition of "Subordinate Principal
Distribution Amount" in the event the
Restricted Classes differ with respect to
each clause.
Rate Adjustment Date: As to each Mortgage Loan, the Due Date on
which date an adjustment to the Mortgage
Interest Rate of such Mortgage Loan
becomes effective under the related
Mortgage Note.
Rate Ceiling: The maximum per annum Mortgage Interest Rate
permitted
under the related Mortgage Note and
indicated on the Mortgage Loan Schedule.
Rating
Agency: Each of Moody's, S&P and Fitch. If either such
organization or a successor is no longer in
existence, "Rating Agency" shall be
such nationally recognized statistical
rating organization, or other comparable
Person, as is designated by the Depositor,
notice of which designation shall be
given to the Trustee, the Master Servicer,
the NIMS Insurer 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.
Realized Loss Amortization Amount: Any of the Class 5-A-3A
Realized
Loss Amortization Amount, the Class 5-A-3B
Realized Loss Amortization Amount,
the Class 5-M-1 Realized Loss Amortization
Amount, the Class 5-M-2 Realized Loss
Amortization Amount, the Class 5-B-1
Realized Loss Amortization Amount or the
Class 5-B-2 Realized Loss Amortization
Amount.
Record Date: With respect to all of the Certificates (other than
the
Class 5-A, Class M and Class 5-B
Certificates), the last Business Day of the
month immediately preceding the month in
which the related Distribution Date
occurs and with respect to the Class 5-A,
Class M and Class 5-B Certificates,
the Business Day immediately preceding such
Distribution Date; provided,
however, that if any such Class 5-A, Class
M and Class 5-B Certificates becomes
a Definitive Certificate, the Record Date
for such Certificate shall be the last
Business Day of the month immediately
preceding the month in which the related
Distribution Date occurs.
Recovery: As to any Distribution Date and Loan Group or Loan
Subgroup, the sum of all amounts received
during the calendar month preceding
the month of such Distribution Date on each
Mortgage Loan in such Loan Group or
Loan Subgroup subsequent to such Mortgage
Loan being determined to be a
Liquidated Mortgage Loan.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Regular Interest LT1AA: One of the separate non-certificated
beneficial ownership interests in the Group
5 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 5 Lower-Tier REMIC. Regular
Interest LT1AA shall accrue interest at the
applicable Group 5 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 5
Lower-Tier Interest.
Regular Interest LT1A1: One of the separate non-certificated
beneficial ownership interests in the Group
5 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 5 Lower-Tier REMIC. Regular
Interest LT1A1 shall accrue interest at the
applicable Group 5 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 5
Lower-Tier Interest.
Regular Interest LT1A2: One of the separate non-certificated
beneficial ownership interests in the Group
5 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 5 Lower-Tier REMIC. Regular
Interest LT1A2 shall accrue interest at the
applicable Group 5 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 5
Lower-Tier Interest.
Regular Interest LT1A3A: One of the separate non-certificated
beneficial ownership interests in the Group
5 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 5 Lower-Tier REMIC. Regular
Interest LT1A3A shall accrue interest at
the applicable Group 5 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 5
Lower-Tier Interest.
Regular Interest LT1A3B: One of the separate non-certificated
beneficial ownership interests in the Group
5 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 5 Lower-Tier REMIC. Regular
Interest LT1A3B shall accrue interest at
the applicable Group 5 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 5
Lower-Tier Interest.
Regular Interest LT1M1: One of the separate non-certificated
beneficial ownership interests in the Group
5 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 5 Lower-Tier REMIC. Regular
Interest LT1M1 shall accrue interest at the
applicable Group 5 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 5
Lower-Tier Interest.
Regular Interest LT1M2: One of the separate non-certificated
beneficial ownership interests in the Group
5 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 5 Lower-Tier REMIC. Regular
Interest LT1M2 shall accrue interest at the
applicable Group 5 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 5
Lower-Tier Interest.
Regular Interest LT1B1: One of the separate non-certificated
beneficial ownership interests in the Group
5 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 5 Lower-Tier REMIC. Regular
Interest LT1B1 shall accrue interest at the
applicable Group 5 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 5
Lower-Tier Interest.
Regular Interest LT1B2: One of the separate non-certificated
beneficial ownership interests in the Group
5 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 5 Lower-Tier REMIC. Regular
Interest LT1B2 shall accrue interest at the
applicable Group 5 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 5
Lower-Tier Interest.
Regular Interest LT1GRP: One of the separate non-certificated
beneficial ownership interests in the Group
5 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 5 Lower-Tier REMIC. Regular
Interest LT1GRP shall accrue interest at
the applicable Group 5 Lower-Tier Rate
in effect from time to time, and shall be
entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 5
Lower-Tier Interest.
Regular Interest LT1SUB: One of the separate non-certificated
beneficial ownership interests in the Group
5 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 5 Lower-Tier REMIC. Regular
Interest LT1SUB shall accrue interest at
the applicable Group 5 Lower-Tier Rate
in effect from time to time, and shall be
entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 5
Lower-Tier Interest.
Regular Interest LT1XX: One of the separate non-certificated
beneficial ownership interests in the Group
5 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 5 Lower-Tier REMIC. Regular
Interest LT1XX shall accrue interest at the
applicable Group 5 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 5
Lower-Tier Interest.
Regular Interest LT1ZZ: One of the separate non-certificated
beneficial ownership interests in the Group
5 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 5 Lower-Tier REMIC. Regular
Interest LT1ZZ shall accrue interest at the
applicable Group 5 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
Preliminary Statement hereto.
Regular Interest LT2GRP: One of the separate non-certificated
beneficial ownership interests in the Group
5 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 5 Lower-Tier REMIC. Regular
Interest LT2GRP shall accrue interest at
the applicable Group 5 Lower-Tier Rate
in effect from time to time, and shall be
entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 5
Lower-Tier Interest.
Regular Interest LT2SUB: One of the separate non-certificated
beneficial ownership interests in the Group
5 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 5 Lower-Tier REMIC. Regular
Interest LT2SUB shall accrue interest at
the applicable Group 5 Lower-Tier Rate
in effect from time to time, and shall be
entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 5
Lower-Tier Interest.
Reimbursement Amount: As defined in Section 2.02.
Related Group: For Loan Group 1, Group 1, for Loan Group 2, Group
2,
for Loan Group 3, Group 3, for Loan Group
4, Group 4 and the Class 4-B
Certificates, for Loan Group 5, Group 5 and
for the CB Crossed Loan Groups,
Group 1, Group 2, Group 3 and the Class CB
Certificates.
Related Loan Group: For Group 1, Loan Group 1, for Group 2,
Loan
Group 2, for Group 3, Loan Group 3, for
Group 4, Loan Group 4, for Group 5, Loan
Group 5, and for the Class CB Certificates,
Loan Group 1, Loan Group 2 and Loan
Group 3.
Related Loan Subgroup: For Subgroup 5A, Loan Subgroup 5A, and
for
Subgroup 5B, Loan Subgroup 5B.
Related Subgroup: For Loan Subgroup 5A, Subgroup 5A, and for
Loan
Subgroup 5B, Subgroup 5B.
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. "Each
REMIC" or "any REMIC" means each of
the Lower-Tier REMIC, the Middle-Tier
REMIC, the Upper-Tier REMIC, the Group 4
Pooling REMIC, the Group 5 Lower-Tier REMIC
and the Group 5 Upper-Tier REMIC.
REMIC Certificate Maturity Date: The "latest possible maturity
date"
of the Regular Certificates as that term is
defined in Section 2.07.
REMIC Provisions: Provisions of the federal income tax law
relating
to real estate mortgage investment
conduits, which appear at Section 860A
through 860G of Subchapter M of Chapter 1
of the Code, and related provisions,
and regulations promulgated thereunder, as
the foregoing may be in effect from
time to time, as well as provisions of
applicable state laws.
REO
Property: A Mortgaged Property acquired by a Servicer on behalf
of the Trust through foreclosure or
deed-in-lieu of foreclosure in connection
with a defaulted Mortgage Loan.
Repurchase Price: As to any Defective Mortgage Loan repurchased
on
any date pursuant to Section 2.02 or 2.04
or a Converted Mortgage Loan
repurchased on any date pursuant to Section
2.09, an amount equal to (a) in the
case of the Depositor or the Seller, the
sum of (i) the unpaid principal balance
thereof and (ii) the unpaid accrued
interest thereon at the applicable Mortgage
Interest Rate from the Due Date to which
interest was last paid by the Mortgagor
to the first day of the month following the
month in which such Mortgage Loan
became eligible to be repurchased and (b)
in the case of a Servicer, 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 such Servicer is servicing such Mortgage
Loan under the related Servicing
Agreement, the Servicing Fee Rate for such
Mortgage Loan.
Request for Release: The Request for Release submitted by a
Servicer
to the Trustee, substantially in the form
of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy which is required to be
maintained from time to time under the
applicable Servicing Agreement in respect
of such Mortgage Loan.
Reserve Account: The trust account created and maintained by
the
Securities Administrator pursuant to
Section 3.09(h) which shall be entitled the
"Reserve Account, Wells Fargo Bank, N.A.,
as Securities Administrator, in trust
for registered Holders of the Offered Group
5 Certificates of the Banc of
America Funding Trust, Series 2005-A" and
which must be an Eligible Account.
Amounts on deposit in the Reserve Account
shall not be invested. The Reserve
Account shall not be an asset of any REMIC
formed under this Agreement.
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 responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies,
Inc., or any successor thereto.
Securities Administrator: Wells Fargo Bank, N.A., and any
successors-in-interest and, if a successor
securities administrator is appointed
hereunder, such successor, as securities
administrator.
Securities Administrator Fee: As to any Distribution Date and
Loan
Group, an amount equal to one-twelfth of
the Securities Administrator Fee Rate
multiplied by the aggregate Stated
Principal Balance of the Mortgage Loans in
the Related Loan Group as of the close of
business on the Due Date in the month
preceding the month in which such
Distribution Date occurs.
Securities Administrator Fee Rate: With respect to each
Mortgage
Loan, 0.0065% per annum.
Seller: 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.
Senior Certificates: The Class A Certificates and the Class
2-X-1
Certificates.
Senior Credit Support Depletion Date: As to each of the CB
Crossed
Groups, the date on which the aggregate
Class Certificate Balance of the Class
CB Certificates is reduced to zero and as
to Loan Group 4, the date on which the
aggregate Class Certificate Balance of the
Class 4-B Certificates is reduced to
zero.
Senior Enhancement Percentage: For any Distribution Date, the
percentage obtained by dividing (x) the sum
of (i) the aggregate Class
Certificate Balance of the Class M and
Class 5-B Certificates before taking into
account the distribution of the Group 5
Principal Distribution Amount on such
Distribution Date and (ii) the
Overcollateralization Amount as of the prior
Distribution Date by (y) the aggregate
Stated Principal Balance of Loan Group 5
as of the due date in the month of such
Distribution Date.
Senior Specified Enhancement Percentage: On any date of
determination thereof, 17.80%.
Senior Percentage: With respect to any Distribution Date and
each
Shifting Interest Loan Group, the
percentage, carried to at least six places
rounded up, obtained by dividing the
aggregate Class Certificate Balance of the
Senior Certificates of the Related Group
immediately prior to such Distribution
Date by the Pool Stated Principal Balance
of such Loan Group for such
Distribution Date.
Senior Prepayment Percentage: For each CB Crossed Loan Group
during
the seven years beginning on the first
Distribution Date, 100%. The Senior
Prepayment Percentage for any Distribution
Date and each CB Crossed Loan Group
occurring on or after the seventh year
anniversary of the first Distribution
Date will, except as provided herein, be as
follows: for any Distribution Date
in the first year thereafter, the Senior
Percentage for such CB Crossed Loan
Group plus 70% of the Subordinate
Percentage for such CB Crossed Loan Group for
such Distribution Date; for any
Distribution Date in the second year thereafter,
the Senior Percentage for such CB Crossed
Loan Group plus 60% of the Subordinate
Percentage for such CB Crossed Loan Group
for such Distribution Date; for any
Distribution Date in the third year
thereafter, the Senior Percentage for such
CB Crossed Loan Group plus 40% of the
Subordinate Percentage for such CB Crossed
Loan Group for such Distribution Date; for
any Distribution Date in the fourth
year thereafter, the Senior Percentage for
such CB Crossed Loan Group plus 20%
of the Subordinate Percentage for such CB
Crossed Loan Group for such
Distribution Date; and for any Distribution
Date in the fifth or later years
thereafter, the Senior Percentage for such
CB Crossed Loan Group for such
Distribution Date. For any Distribution
Date and Loan Group 4 during the five
years beginning on the first Distribution
Date, 100%. The Senior Prepayment
Percentage for any Distribution Date and
Loan Group 4 occurring on or after the
fifth year anniversary of the first
Distribution Date will, except as provided
herein, be as follows: for any Distribution
Date in the first year thereafter,
the Senior Percentage for Loan Group 4 plus
70% of the Subordinate Percentage
for Loan Group 4 for such Distribution
Date; for any Distribution Date in the
second year thereafter, the Senior
Percentage for Loan Group 4 plus 60% of the
Subordinate Percentage for Loan Group 4 for
such Distribution Date; for any
Distribution Date in the third year
thereafter, the Senior Percentage for Loan
Group 4 plus 40% of the Subordinate
Percentage for Loan Group 4 for such
Distribution Date; for any Distribution
Date in the fourth year thereafter, the
Senior Percentage for Loan Group 4 plus 20%
of the Subordinate Percentage for
Loan Group 4 for such Distribution Date;
and for any Distribution Date in the
fifth or later years thereafter, the Senior
Percentage for Loan Group 4 for such
Distribution Date. If, however, on any of
the foregoing Distribution Dates
(i)(a) the CB Crossed Loan Group Senior
Percentage exceeds the initial CB
Crossed Loan Group Senior Percentage, the
Senior Prepayment Percentage for the
CB Crossed Loan Groups for such
Distribution Date will once again equal 100% or
(b) the Senior Percentage for Loan Group 4
exceeds the initial Senior Percentage
for Loan Group 4, the Senior Prepayment
Percentage for Loan Group 4 for such
Distribution Date will once again equal
100%, (ii)(a) before the Distribution
Date occurring in February 2008, the CB
Crossed Loan Group Subordinate
Percentage for such Distribution Date is
greater than or equal to twice the
initial CB Crossed Loan Group Subordinate
Percentage, the Senior Prepayment
Percentage each CB Crossed Loan Group for
such Distribution Date will equal the
Senior Percentage for such CB Crossed Loan
Group plus 50% of the Subordinate
Percentage for such CB Crossed Loan Group
or (b) before the Distribution Date
occurring in February 2008, the Subordinate
Percentage for Loan Group 4 for such
Distribution Date is greater than or equal
to twice the initial Subordinate
Percentage for Loan Group 4, the Senior
Prepayment Percentage for Loan Group 4
for such Distribution Date will equal the
Senior Percentage for Loan Group 4
plus 50% of the Subordinate Percentage for
Loan Group 4 or (iii)(a) on or after
the Distribution Date in February 2008, the
CB Crossed Loan Group Subordinate
Percentage for such Distribution Date is
greater than or equal to twice the
initial CB Crossed Loan Group Subordinate
Percentage, the Senior Prepayment
Percentage for each CB Crossed Loan Group
for such Distribution Date will equal
the Senior Percentage for such CB Crossed
Loan Group or (b) on or after the
Distribution Date in February 2008, the
Subordinate Percentage for Loan Group 4
for such Distribution Date is greater than
or equal to twice the initial
Subordinate Percentage for Loan Group 4,
the Senior Prepayment Percentage for
Loan Group 4 for such Distribution Date
will equal the Senior Percentage for
Loan Group 4. Notwithstanding the
foregoing, no decrease in the share of the
applicable Subordinate Percentage (for
calculating the applicable Senior
Prepayment Percentage for any Loan Group)
will occur and the Senior Prepayment
Percentage for all Loan Groups will be
calculated without regard to clause (ii)
or (iii) in the preceding sentence unless
both of the Senior Step Down
Conditions are satisfied.
Senior Principal Distribution Amount: As to any Distribution
Date
and Loan Group (other than Loan Group 5),
the sum of (i) the Senior Percentage
for such Loan Group of the amounts
described in clauses (i)(a) through (d) of
the definition of "Principal Amount" for
such Distribution Date and Loan Group
and (ii) the Senior Prepayment Percentage
for such Loan Group of the amounts
described in clauses (i)(e) and (f) and the
amount described in clause (ii) of
the definition of "Principal Amount" for
such Distribution Date and Loan Group.
Senior Step Down Conditions: As of any Distribution Date and a
CB
Crossed Loan Group as to which any decrease
in the Senior Prepayment Percentage
for any CB Crossed Loan Group applies, (i)
the outstanding principal balance of
all Mortgage Loans in such Loan Groups
(including, for this purpose, any
Mortgage Loans in foreclosure, any REO
Property and any Mortgage Loan for which
the Mortgagor has filed for bankruptcy
after the Closing Date) delinquent 60
days or more (averaged over the preceding
six-month period), as a percentage of
the aggregate Class Certificate Balance of
the Class CB Certificates, is not
equal to or greater than 50% or (ii)
cumulative Realized Losses with respect to
the Mortgage Loans in such Loan Groups as
of the applicable Distribution Date do
not exceed the percentages of the Original
Class CB Certificate Balance set
forth below:
Percentage of
Original Class CB
Distribution Date Occurring
Certificate Balance
---------------------------
-------------------
February 2005 through January 2008
20%
February 2008 through January 2013
30%
February 2013 through January 2014
35%
February 2014 through January 2015
40%
February 2015 through January 2016
45%
February 2016 and thereafter
50%
As of any Distribution Date and Loan Group 4 as to which any
decrease in the Senior Prepayment
Percentage for Loan Group 4 applies, (i) the
outstanding principal balance of all
Mortgage Loans in such Loan Group
(including, for this purpose, any Mortgage
Loans in foreclosure, any REO
Property and any Mortgage Loan for which
the Mortgagor has filed for bankruptcy
after the Closing Date) delinquent 60 days
or more (averaged over the preceding
six-month period), as a percentage of the
aggregate Class Certificate Balance of
the Class 4-B Certificates, is not equal to
or greater than 50% or (ii)
cumulative Realized Losses with respect to
the Mortgage Loans in such Loan Group
as of the applicable Distribution Date do
not exceed the percentages of the
Original Class 4-B Certificate Balance set
forth below:
Percentage of
Original Class 4-B
Distribution Date Occurring
Certificate Balance
---------------------------
-------------------
February 2005 through January 2008
20%
February 2008 through January 2011
30%
February 2011 through January 2012
35%
February 2012 through January 2013
40%
February 2013 through January 2014
45%
February 2014 and thereafter
50%
Servicer: Any of BANA, Countrywide Home Loans Servicing LP,
GreenPoint Mortgage Funding, Inc. and Wells
Fargo Bank, each in their capacity
as originator or 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.
Servicer Remittance Date: With respect to each Servicer, shall
have
the meaning given to the term "Remittance
Date" in 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 BANA Servicing
Agreement,
Countrywide Servicing Agreement,
GreenPoint Servicing
Agreement and the Wells
Fargo Servicing Agreement.
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 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).
Shifting Interest Certificates: Any of the Group 1
Certificates,
Group 2 Certificates, Group 3 Certificates
and Group 4 Certificates.
Shifting Interest Group: Any of Group 1, Group 2, Group 3 or
Group
4.
Shifting Interest Loan Group: Any of Loan Group 1, Loan Group
2,
Loan Group 3 and Loan Group 4.
Similar Law: As defined in Section 6.02(e).
Six-Month LIBOR Index: A rate per annum that is defined to be
the
arithmetic mean of the interbank offered
rates for six month U.S.
dollar-denominated deposits in the London
market, as published in The Wall
Street Journal and most recently available
either (i) as of the first Business
Day in the month preceding the month of the
applicable Rate Adjustment Date or
(ii) up to 45 days before the applicable
Rate Adjustment Date.
Stated Principal Balance: As to any Mortgage Loan and Due Date,
the
unpaid principal balance of such Mortgage
Loan as of such date as specified in
the amortization schedule at the time
relating thereto (before any adjustment to
such amortization schedule by reason of any
moratorium or similar waiver or
grace period) after giving effect to any
previous partial Principal Prepayments
and Liquidation Proceeds allocable to
principal (other than with respect to any
Liquidated Mortgage Loan) and to the
payment of principal due on such Due Date
and irrespective of any delinquency in
payment by the related Mortgagor, and
after giving effect to any Deficient
Valuation.
Stepdown Date: The earlier to occur of (i) the Distribution Date
on
which the aggregate Class Certificate
Balance of the Group 5 Senior Certificates
is reduced to zero and (ii) the later to
occur of (x) the Distribution Date in
February 2008 and (y) the Distribution Date
on which the Senior Enhancement
Percentage is greater than or equal to the
Senior Specified Enhancement
Percentage.
Sub-Account 1: The sub-account of the Distribution Account
designated by the Securities Administrator
pursuant to Section 3.09(g).
Sub-Account 2:
The sub-account of the Distribution Account
designated by the Securities Administrator
pursuant to Section 3.09(g).
Sub-Account 3: The sub-account of the Distribution Account
designated by the Securities Administrator
pursuant to Section 3.09(g).
Sub-Account 4: The sub-account of the Distribution Account
designated by the Securities Administrator
pursuant to Section 3.09(g).
Sub-Account 5: The sub-account of the Distribution Account
designated by the Securities Administrator
pursuant to Section 3.09(g).
Subgroup: Any of Subgroup 5A or Subgroup 5B.
Subgroup 5A: The Class 5-A-1 Certificates and the Class 5-A-3A
Component.
Subgroup 5A Cap: As of any Distribution Date and the Class
5-A-1
Certificates and the Class 5-A-3A
Component, a per annum rate equal to the
lesser of (i) 11.50% and (ii) the Net WAC
for the Subgroup 5A Mortgage Loans
(subject to adjustment based on the actual
number of days elapsed in the related
Interest Accrual Period).
Subgroup 5A Interest Remittance Amount: As of any Distribution
Date,
the sum, without duplication, of (i) all
interest due and collected or advanced
with respect to the payments due on the
Subgroup 5A Mortgage Loans on the Due
Date in the calendar month in which such
Distribution Date occurs and received
by the Servicers on or prior to the
Determination Date for such Distribution
Date (less the Servicing Fees and
Securities Administrator Fees for such
Mortgage Loans, amounts available for
reimbursement of Advances pursuant to the
applicable Servicing Agreement or this
Agreement and expenses and indemnities
reimbursable pursuant to this Agreement or
the Servicing Agreements), (ii) all
Compensating Interest paid by the Servicers
for such Distribution Date with
respect to the Subgroup 5A Mortgage Loans,
(iii) the portion of any payment in
connection with any Principal Prepayment,
substitution, Repurchase Price,
Insurance Proceeds or net Liquidation
Proceeds relating to interest with respect
to such Mortgage Loans received during the
prior calendar month, (iv) on the
Distribution Date on which the Subgroup 5A
Mortgage Loans and related REO
Property are purchased by the Master
Servicer in accordance with Section 10.01
hereof, that portion of the purchase price
therefor in respect of interest and
(v) any Reimbursement Amount relating to
the Subgroup 5A Mortgage Loans received
during the prior calendar month.
Subgroup 5A Mortgage Loan: Each Mortgage Loan listed on Exhibit
D-6
hereto.
Subgroup 5A Principal Percentage: With respect to any
Distribution
Date and the Class 5-A-1 Certificates and
the Class 5-A-3A Component, the
percentage equivalent of a fraction, the
numerator of which is the portion of
the Group 5 Principal Remittance Amount for
such Distribution Date allocable to
the Subgroup 5A Mortgage Loans and the
denominator of which is the Group 5
Principal Remittance Amount for such
Distribution Date.
Subgroup 5B: The Class 5-A-2 Certificates and the Class 5-A-3B
Component.
Subgroup 5B Cap: As of any Distribution Date and the Class
5-A-2
Certificates and the Class 5-A-3B
Component, a per annum rate equal to the
lesser of (i) 11.50% and (ii) the Net WAC
for the Subgroup 5B Mortgage Loans
(subject to adjustment based on the actual
number of days elapsed in the related
Interest Accrual Period).
Subgroup 5B Interest Remittance Amount: As of any Distribution
Date,
the sum, without duplication, of (i) all
interest due and collected or advanced
with respect to the payments due on the
Subgroup 5B Mortgage Loans on the Due
Date in the calendar month in which such
Distribution Date occurs and received
by the Servicers on or prior to the
Determination Date for such Distribution
Date (less the Servicing Fees and
Securities Administrator Fees for such
Mortgage Loans, amounts available for
reimbursement of Advances pursuant to the
applicable Servicing Agreement or this
Agreement and expenses and indemnities
reimbursable pursuant to this Agreement or
the Servicing Agreements), (ii) all
Compensating Interest paid by the Servicers
for such Distribution Date with
respect to the Subgroup 5B Mortgage Loans,
(iii) the portion of any payment in
connection with any Principal Prepayment,
substitution, Repurchase Price,
Insurance Proceeds or net Liquidation
Proceeds relating to interest with respect
to such Mortgage Loans received during the
prior calendar month, (iv) on the
Distribution Date on which the Subgroup 5B
Mortgage Loans and related REO
Property are purchased by the Master
Servicer in accordance with Section 10.01
hereof, that portion of the purchase price
therefor in respect of interest and
(v) any Reimbursement Amount relating to
the Subgroup 5B Mortgage Loans received
during the prior calendar month.
Subgroup 5B Mortgage Loan: Each Mortgage Loan listed on Exhibit
D-7
hereto.
Subgroup 5B Principal Percentage: With respect to any
Distribution
Date and the Class 5-A-2 Certificates and
the Class 5-A-3B Component, the
percentage equivalent of a fraction, the
numerator of which is the portion of
the Group 5 Principal Remittance Amount for
such Distribution Date allocable to
the Subgroup 5B Mortgage Loans and the
denominator of which is the Group 5
Principal Remittance Amount for such
Distribution Date.
Subgroup Subordinate Amount: With respect to any Distribution
Date
and any Loan Subgroup, the excess of the
aggregate Stated Principal Balance of
the Mortgage Loans in such Loan Subgroup
over the sum of the Class Certificate
Balance of the Senior Certificates of the
Related Subgroup and the Component
Balance of the Component of the Related
Subgroup immediately prior to such date.
Subordinate Certificates: The Class CB Certificates, the Class
4-B
Certificates, the Class M Certificates, the
Class 5-B Certificates, the Class
5-CE Certificates and the Class 5-P
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 Shifting Interest
Loan Group, an amount equal to the sum
of (i) the Subordinate Percentage for such
Loan Group of the amounts described
in clauses (i)(a) through (d) of the
definition of "Principal Amount" for such
Distribution Date and Loan Group and (ii)
the Subordinate Prepayment Percentage
of the amounts described in clauses (i)(e)
and (f) and the amount described in
clause (ii) of the definition of "Principal
Amount" for such Distribution Date
and Loan Group.
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 Gross Margin 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 the
same Index as the Defective Mortgage
Loan; (viii) have the same lien priority as
the Defective Mortgage Loan; (ix)
have a remaining term to maturity not
greater than (and not more than one year
less than) that of the Defective Mortgage
Loan; and (x) comply with each
Mortgage Loan representation and warranty
set forth in the applicable Servicing
Agreement, the Mortgage Loan Purchase
Agreement and this Agreement relating to
the Defective Mortgage Loan. More than one
Substitute Mortgage Loan may be
substituted for a Defective Mortgage Loan
if such Substitute Mortgage Loans meet
the foregoing attributes in the
aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
Targeted Overcollateralization Amount: As of any Distribution
Date,
(x) prior to the Stepdown Date, 1.25% of
the Cut-off Date Pool Principal Balance
of the Group 5 Mortgage Loans and (y) on
and after the Stepdown Date, (i) if a
Trigger Event has not occurred, the greater
of (A) 2.50% of the aggregate Stated
Principal Balance of the Group 5 Mortgage
Loans as of Due Date in the month of
such Distribution Date and (B) 0.50% of the
Cut-off Date Pool Principal Balance
for the Group 5 Mortgage Loans and (ii) if
a Trigger Event has occurred, the
Targeted Overcollateralization Amount for
the immediately preceding Distribution
Date.
Tax Matters Person: Any person designated as "tax matters person"
in
accordance with Section 5.06 and the manner
provided under Treasury Regulations
Section 1.860F-4(d) and Treasury
Regulations Section 301.6231(a)(7)-1.
Telerate Page 3750: The display page currently so designated on
the
Moneyline Telerate Service (or such other
page as may replace the Telerate Page
3750 page on that service for the purpose
of displaying London interbank offered
rates of major banks).
Trigger Event: With respect to any Distribution Date, if (i)
the
three-month rolling average of 60+ Day
Delinquent Loans equals or exceeds 40% of
the Senior Enhancement Percentage or (ii)
the aggregate amount of Realized
Losses incurred on the Group 5 Mortgage
Loans since the Cut-off Date through the
Due Date in the month of such Distribution
Date (reduced by the aggregate amount
of Recoveries received since the Cut-off
Date through the Due Date in the month
of such Distribution Date on the Group 5
Mortgage Loans) divided by the Cut-off
Date Pool Principal Balance for Loan Group
5 exceeds the applicable percentages
set forth below with respect to such
Distribution Date:
Distribution Date Occurring In
Percentage
------------------------------
----------
February
2008 through January 2009
1.20%
February
2009 through January 2010
1.60%
February
2010 through January 2011
1.90%
February
2011 and thereafter
2.00%
Treasury Regulations: The final and temporary regulations
promulgated under the Code by the U.S.
Department of the Treasury.
Trust: The trust created by this Agreement, which shall be
named
"Banc of America Funding 2005-A 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 six
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 Agreements and
(vii) the Servicer Custodial Accounts, the
Master Servicer Custodial Account,
the Distribution Account and the Reserve
Account and such assets that are
deposited therein from time to time and any
investments thereof, together with
any and all income, proceeds and payments
with respect thereto. The Buy-Down
Account shall not be part of the Trust
Estate.
Trustee: Wachovia Bank, National Association, and its
successors-in-interest and, if a successor
trustee is appointed hereunder, such
successor, as trustee.
Uncertificated Accrued Interest: With respect to each
Uncertificated
Group 5 Lower-Tier Interest on each
Distribution Date, an amount equal to one
month's interest at the applicable Group 5
Lower-Tier Rate on the Uncertificated
Principal Balance of such Regular Interest.
In each case, Uncertificated Accrued
Interest will be reduced by any Prepayment
Interest Shortfalls and Relief Act
Interest Shortfalls (allocated to such
Regular Interests based on their
respective entitlements to interest
irrespective of any Prepayment Interest
Shortfalls and Relief Act Interest
Shortfalls for such Distribution Date).
Uncertificated Group 4 Pooling REMIC Interest: The regular
interest
in the Group 4 Pooling REMIC which is held
as an asset of the Middle-Tier REMIC
and is entitled to monthly distributions as
provided in Section 5.11 hereof.
Uncertificated Group 5 Lower-Tier Interest: A regular interest
in
the Group 5 Lower-Tier REMIC which is held
as an asset of the Group 5 Upper-Tier
REMIC and is entitled to monthly
distributions as provided in Section 5.11
hereof. Any of the Regular Interest LT1AA,
Regular Interest LT1A1, Regular
Interest LT1A2, Regular Interest LT1A3A,
Regular Interest LT1A3B, Regular
Interest LT1M1, Regular Interest LT1M2,
Regular Interest LT1B1, Regular Interest
LT1B2, Regular Interest LT1GRP, Regular
Interest LT1SUB, Regular Interest LT1XX,
Regular Interest LT1ZZ, Regular Interest
LT2GRP and Regular Interest LT2SUB are
Uncertificated Group 5 Lower-Tier
Interests. The Uncertificated Group 5
Lower-Tier Interests shall have the
following original Uncertificated Principal
Balances as of the Closing Date:
Designation
Uncertificated Principal Balance
-----------
--------------------------------
LT1AA
$152,912,222.62
LT1A1
$743,265.00
LT1A2
$539,325.00
LT1A3A
$80,470.00
LT1A3B
$58,395.00
LT1M1
$46,810.00
LT1M2
$38,230.00
LT1B1
$26,525.00
LT1B2
$7,800.00
LT1ZZ
$1,579,837.60
LT1SUB
$1,609.50
LT1GRP
$18,084.20
LT2SUB
$1,167.98
LT2GRP
$13,122.38
LT2XX
$155,998,896.15
Uncertificated Lower-Tier Interest: A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Middle-Tier REMIC and is
entitled to monthly distributions as
provided in Section 5.11 hereof. Any of the
Class 1-L Interest, Class 1-LS Interest,
Class 2-L Interest, Class 2-LS
Interest, Class 3-L Interest and Class 3-LS
Interest are Uncertificated
Lower-Tier Interests.
Uncertificated Middle-Tier Interest: A regular interest in the
Middle-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and is
entitled to monthly distributions as
provided in Section 5.11 hereof. Any of the
Class 1-A-M1 Interest, Class 1-A-MUR
Interest, Class 2-A-M1 Interest, Class
3-A-M1 Interest, Class 4-A-M1 Interest,
Class CB-M1 Interest, Class CB-M2
Interest, Class CB-M3 Interest, Class CB-M4
Interest, Class CB-M5 Interest,
Class CB-M6 Interest, Class 4-B-M1
Interest, Class 4-B-M2 Interest, Class 4-B-M3
Interest, Class 4-B-M4 Interest, Class
4-B-M5 Interest and Class 4-B-M6 Interest
are Uncertificated Middle-Tier
Interests.
Uncertificated Principal Balance: The amount of any
Uncertificated
Group 5 Lower-Tier Interest outstanding as
of any date of determination. As of
the Closing Date, the Uncertificated
Balance of each Uncertificated Group 5
Lower-Tier Interest shall equal the amount
set forth in the definition of
"Uncertificated Group 5 Lower-Tier
Interest" hereto as its initial
uncertificated balance. On each
Distribution Date, the Uncertificated Principal
Balance of each Uncertificated Group 5
Lower-Tier Regular Interest shall be
reduced by all distributions of principal
made on such Uncertificated Group 5
Lower-Tier Regular Interest on such
Distribution Date pursuant to Section 5.03
and, if and to the extent necessary and
appropriate, shall be further reduced on
such Distribution Date by Realized Losses
as provided in Section 5.03(e). The
Uncertificated Balance of Regular Interest
LT1ZZ shall be increased by interest
deferrals as provided in Section
5.11(b)(i). The Uncertificated Principal
Balance of each Uncertificated Group 5
Lower-Tier Regular Interest shall never
be less than zero.
Unpaid Realized Loss Amount: For the Class 5-A-3A Component,
the
Class 5-A-3B Component, the Class 5-M-1
Certificates, the Class 5-M-2
Certificates, the Class 5-B-1 Certificates
and the Class 5-B-2 Certificates and
as to any Distribution Date, the excess of
(x) the aggregate Applied Realized
Loss Amounts, Class 5-A-3A Applied Realized
Loss Amounts or Class 5-A-3B Applied
Realized Loss Amounts allocated to such
Class or Component for all prior
Distribution Dates over (y) the sum of (a)
the cumulative amount of any
Recoveries allocated to such Class or
Component and (b) the aggregate Realized
Loss Amortization Amounts with respect to
such Class or Component for all prior
Distribution Dates.
Unscheduled Principal Payments: As to any Distribution Date and
Loan
Group (other than Loan Group 5), the sum of
(i) 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 the calendar month
preceding the month of such Distribution
Date and (b) all Principal Prepayments
on the Mortgage Loans in such Loan Group
received by a Servicer during the
calendar month preceding the month of such
Distribution Date.
Upper-Tier Certificate Sub-Account: The sub-account of the
Distribution Account designated by the
Securities Administrator pursuant to
Section 3.09(g).
Upper-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the
Uncertificated Middle-Tier Interests and such
amounts as shall from time to time be
deemed to be held in the Upper-Tier
Certificate Sub-Account.
U.S. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the
case of a partnership, Treasury
Regulations are adopted that provide
otherwise) created or organized in or under
the laws of the United States, any state
thereof or the District of Columbia,
including an entity treated as a
corporation or partnership for federal income
tax purposes, an estate whose income is
subject to United States federal income
tax regardless of its source, or a trust if
a court within the United States is
able to exercise primary supervision over
the administration of such trust, and
one or more such U.S. Persons have the
authority to control all substantial
decisions of such trust (or, to the extent
provided in applicable Treasury
Regulations, certain trusts in existence on
August 20, 1996 which are eligible
to elect to be treated as U.S.
Persons).
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any
Certificate. As of any date of
determination, (a) 1% of all Voting Rights
shall be allocated to the Holders of
the Class 2-X-1 Certificates, (b) 1% of all
Voting Rights shall be allocated to
the Holders of the Class 5-CE Certificates,
(c) 1% of all Voting Rights shall be
allocated to the Holders of the Class 5-P
Certificates, (d) 1% of all Voting
Rights shall be allocated to the Holder of
the Residual Certificate and (e) the
remaining Voting Rights shall be allocated
among Holders of the remaining
Classes of Certificates in proportion to
the Certificate Balances of their
respective Certificates on such date.
Wells Fargo Bank: Wells Fargo Bank, N.A., or its successor in
interest.
Wells Fargo Servicing Agreement: The Seller's Warranties and
Servicing Agreement, dated as of January 1,
2005, by and between BANA and Wells
Fargo Bank.
Yield Maintenance Agreements: Any of the seven yield
maintenance
agreements between the Securities
Administrator, on behalf of the Trust, and the
Yield Maintenance Agreement Provider
substantially in the form attached hereto
as Exhibit O. The Yield Maintenance
Agreements shall not be an asset of any
REMIC formed under this Agreement.
Yield Maintenance Agreement Payment: For each Distribution Date
from
March 2005 through the Distribution Date in
January 2012, the amount the
Counterparty is obligated to pay to the
Securities Administrator on the 18th day
of the month of such Distribution Date (or
the next succeeding Business Day, if
such day is not a Business Day) for deposit
into the Reserve Account equal to
the product of (x) the excess of the lesser
of (i) One-Month LIBOR and (ii)
11.00% over the applicable strike rate for
such Distribution Date, as set forth
on the applicable table in Exhibit O
hereto, (y) the cap notional amount for
such Distribution Date as set forth on the
table in Exhibit O hereto and (z) a
fraction, the numerator of which is the
actual number of days elapsed since the
18th day of the prior calendar month (or
the next succeeding Business Day, if
such day is not a Business Day) to but
excluding the 18th day of the month of
such Distribution Date (or the next
succeeding Business Day, if such day is not
a Business Day) and the denominator of
which is 360.
Yield Maintenance Agreement Provider: Royal Bank of Canada and
any
successor thereto.
Section 1.02 Calculations. All dollar amounts calculated
hereunder
shall be rounded to the nearest penny with
one-half of one penny being rounded
down.
Section 1.03 Rights of the NIMS Insurer. Each of the rights of
the
NIMS Insurer set forth in this Agreement
shall exist so long as (i) the NIMS
Insurer has undertaken to guarantee certain
payments of notes issued pursuant to
the Indenture and (ii) any series of notes
issued pursuant to the Indenture
remains outstanding or the NIMS Insurer is
owed amounts in respect of its
guarantee of payment on such notes;
provided, however, the NIMS Insurer shall
not have any rights hereunder (except
pursuant to Section 11.01 in the case of
clause (ii) below) during the period of
time, if any, that (i) the NIMS Insurer
has not undertaken to guarantee certain
payments of notes issued pursuant to the
Indenture or (ii) any default has occurred
and is continuing under the insurance
policy issued by the NIMS Insurer with
respect to such notes.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and
delivery hereof, hereby sells, transfers,
assigns, sets over and otherwise conveys to
the Trustee on behalf of the Trust
for the benefit of the Certificateholders,
without recourse, all the right,
title and interest of the Depositor in and
to the Mortgage Loans, including all
interest and principal received on or with
respect to the Mortgage Loans (other
than payments of principal and interest due
and payable on the Mortgage Loans on
or before the Cut-off Date), the
Depositor's rights under the Mortgage Loan
Purchase Agreement, including the rights of
the Depositor as assignee of the
Seller with respect to the Seller's rights
under the Servicing Agreements, and
the Depositor's rights under the BANA
Servicing Agreement. The foregoing sale,
transfer, assignment and set over does not
and is not intended to result in a
creation of an assumption by the Trustee of
any obligation of the Depositor or
any other Person in connection with the
Mortgage Loans or any agreement or
instrument relating thereto, except as
specifically set forth herein. It is
agreed and understood by the parties hereto
that it is not intended that any
mortgage loan be included in the Trust that
is a "High-Cost Home Loan" as
defined in any of (i) the New Jersey Home
Ownership Act effective November 27,
2003, (ii) the New Mexico Home Loan
Protection Act effective January 1, 2004,
(iii) the Massachusetts Predatory Home Loan
Practices Act effective November 7,
2004 or (iv) the Indiana Home Loan
Practices Act, effective January 1, 2005.
(b) In connection with such transfer and assignment, the
Depositor
has delivered or caused to be delivered to
the Trustee 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 Wachovia Bank,
National
Association, as trustee for holders of Banc of America Funding
Corporation Mortgage Pass-Through Certificates, Series 2005-A,
without
recourse,"
with all necessary intervening endorsements showing a complete
chain of
endorsement from the originator to the Trustee (each such
endorsement being sufficient to transfer all right, title and
interest of
the party
so endorsing, as noteholder or assignee thereof, in and to that
Mortgage
Note) 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 Seller under the Wells Fargo Servicing
Agreement,
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 "Wachovia Bank, National Association,
as trustee
for the holders of Banc of America Funding Corporation Mortgage
Pass-Through Certificates, Series 2005-A" (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
Seller
under the Wells Fargo Servicing Agreement, 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
Seller
under the Wells Fargo Servicing Agreement, any of (A) the
original
or
duplicate original mortgagee title insurance policy and all
riders
thereto;
(B) a title search showing no lien (other than standard
exceptions) on the Mortgaged Property senior to the lien of the
Mortgage
or (C) an
opinion of counsel of the type customarily rendered in the
applicable
jurisdiction in lieu of a title insurance policy;
(vi) the original of any guarantee executed in connection with
the
Mortgage
Note;
(vii) for each Mortgage Loan, if any, which is secured by a
residential long-term lease, a copy of the lease with evidence
of
recording
indicated thereon, or, if the lease is in the process of being
recorded,
a photocopy of the lease, certified by an officer of the
respective
prior owner of such Mortgage Loan or by the applicable title
insurance
company, closing/settlement/escrow agent or company or closing
attorney
to be a true and correct copy of the lease transmitted for
recordation;
(viii) the original of any security agreement, chattel mortgage
or
equivalent
document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Co-op Shares (other than
with
respect to
any Mortgage Loan secured by Co-op Shares purchased by the
Seller
under the Wells Fargo Servicing Agreement), the originals of
the
following
documents or instruments:
(A) The stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of recognition agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate
UCC financing statements required by state law, evidencing a
complete and unbroken line from the mortgagee to the Trustee
with
evidence of recording thereon (or in a form suitable for
recordation).
provided, however, that on the Closing
Date, with respect to item (iii), if an
Assignment of Mortgage is required to be
recorded as set forth below, the
Depositor has delivered to the Trustee 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). As set forth on Exhibit J
attached hereto is a 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.
If in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim
recorded assignments, (C) all
assumption, modification, consolidation or
extension agreements, if any, or (D)
the lender's title policy, if any (together
with all riders thereto), satisfying
the requirements of clause (ii), (iii),
(iv) or (v) above, respectively,
concurrently with the execution and
delivery hereof because such document or
documents have not been returned from the
applicable public recording office in
the case of clause (ii), (iii) or (iv)
above, or because the title policy, if
any, has not been delivered to either the
related Servicer, the Seller or the
Depositor by the applicable title insurer
in the case of clause (v) above, the
Depositor shall promptly deliver or cause
to be delivered to the Trustee in the
case of clause (ii), (iii) or (iv) above,
such Mortgage, such interim assignment
or such assumption, modification,
consolidation or extension agreement, as the
case may be, with evidence of recording
indicated thereon upon receipt thereof
from the public recording office, but in no
event shall any such delivery of any
such documents or instruments be made later
than one year following the Closing
Date, unless, in the case of clause (ii),
(iii) or (iv) above, there has been a
continuing delay at the applicable
recording office or, in the case of clause
(v) above, there has been a continuing
delay at the applicable insurer and the
Depositor has delivered the Officer's
Certificate to such effect to the Trustee.
The Depositor shall forward or cause to be
forwarded to the Trustee (1) from
time to time additional original documents
evidencing an assumption or
modification of a Mortgage Loan and (2) any
other documents required to be
delivered by the Depositor or the
applicable Servicer to the Trustee. In the
event that the original Mortgage is not
delivered and in connection with the
payment in full of the related Mortgage
Loan the public recording office
requires the presentation of a "lost
instruments affidavit and indemnity" or any
equivalent document, because only a copy of
the Mortgage can be delivered with
the instrument of satisfaction or
reconveyance, the Depositor 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.
Following a Document Transfer Event, the Depositor shall, with
respect to Mortgage Loans purchased by the
Seller under the Wells Fargo
Servicing Agreement, deliver, or cause to
be delivered, to the Trustee within 60
days copies (which may be in electronic
form mutually agreed upon by the
Depositor and the Trustee) 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, 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, an original copy
of any intervening assignment of
Mortgage showing a complete chain of
assignments;
(2) the original or a certified copy of lender's title
insurance
policy;
(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 Co-op Shares, the originals
of
the following documents or instruments:
(A) The stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of recognition agreement, if any;
(F) The
executed UCC-1 financing statement with evidence of
recording
thereon; and
(G) Executed UCC-3 financing statements or other appropriate
UCC
financing
statements required by state law, evidencing a complete and
unbroken line from the mortgagee
to the Trustee with evidence of recording
thereon
(or in a form suitable for recordation).
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 and, 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 by any Rating Agency in order to
obtain the initial ratings on the
Certificates on the Closing Date.
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, will cause the applicable
Servicer to deliver 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 Master Servicer Custodial
Account pursuant to Section 3.09.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
Subject to the provisions of the following
paragraph, the Trustee declares that
it will hold the documents referred to in
Section 2.01 and the other documents
delivered to it constituting the Mortgage
Files, and that it will hold such
other assets as are included in the Trust
Estate delivered to it, in trust for
the exclusive use and benefit of all
present and future Certificateholders. Upon
execution and delivery of this document,
the Trustee shall deliver to the
Depositor, the Master Servicer and the NIMS
Insurer a certification in the form
of Exhibit K hereto (the "Initial
Certification") to the effect that, except as
may be specified in a list of exceptions
attached thereto, it has received the
original Mortgage Note relating to each of
the Mortgage Loans listed on the
Mortgage Loan Schedule.
Within 90 days after the execution and delivery of this
Agreement,
the Trustee shall review the Mortgage Files
in its possession, and shall deliver
to the Depositor, the Master Servicer and
the NIMS Insurer a certification in
the form of Exhibit L hereto (the "Final
Certification") to the effect that, as
to each Mortgage Loan listed in the
Mortgage Loan Schedule, except as may be
specified in a list of exceptions attached
to such Final Certification, such
Mortgage File contains all of the items
required to be delivered pursuant to
Section 2.01(b).
If, in the course of such review, the Trustee 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, the NIMS
Insurer or the Securities Administrator
discovers a breach by a Servicer or the
Seller of any representation, warranty
or covenant under the Servicing Agreements
or the Mortgage Loan Purchase
Agreement in respect of any Mortgage Loan
and such breach materially adversely
affects the interest of the
Certificateholders in the related Mortgage Loan
(provided that any such breach that causes
the Mortgage Loan not to be a
"qualified mortgage" within the meaning of
Section 860G(a)(3) of the code shall
be deemed to materially and adversely
affect the interests of the
Certificateholders), then such party shall
promptly so notify the Master
Servicer, the Seller, such Servicer, the
NIMS Insurer and the Depositor of such
failure to meet the requirements of Section
2.01 or of such breach and request
that the applicable Servicer or the Seller,
as 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 Seller or
the applicable Servicer, as applicable,
does not deliver such missing document or
cure such defect or breach in all
material respects during such period, the
Trustee shall enforce the applicable
Servicer's or Seller's obligation, as the
case may be, under the applicable
Servicing Agreement or the Mortgage Loan
Purchase Agreement, as applicable, and
cause the applicable Servicer or Seller, as
applicable, to either (a) solely in
the case of the Seller, 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 Repurchase Price for
such Mortgage Loan; provided,
however, that in no event shall such a
substitution occur more than two years
from the Closing Date; provided, further,
that such substitution or repurchase
must occur within 90 days of when such
defect was discovered if such defect will
cause the Mortgage Loan not to be a
"qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code.
In performing any such review, the Trustee may conclusively rely
on
the purported genuineness of any such
document and any signature thereon. It is
understood that the scope of the Trustee's
review of the Mortgage Files is
limited solely to confirming that the
documents listed in Section 2.01 have been
received and further confirming that any
and all documents delivered pursuant to
Section 2.01 appear on their face to have
been executed and relate to the
Mortgage Loans identified in the Mortgage
Loan Schedule based solely upon the
review of items (i) and (xi) in the
definition of Mortgage Loan Schedule. The
Trustee shall have no responsibility for
determining whether any document is
valid and binding, whether the text of any
assignment or endorsement is in
proper or recordable form, whether any
document has been recorded in accordance
with the requirements of any applicable
jurisdiction, or whether a blanket
assignment is permitted in any applicable
jurisdiction.
In the event of a discovery of a breach of any representation
or
warranty of a Servicer or the Seller, the
Trustee shall enforce the rights of
the Trust under the Servicing Agreements
and the Mortgage Loan Purchase
Agreement for the benefit of the
Certificateholders. In the event of a breach of
the representations or warranties with
respect to the Mortgage Loans set forth
in a Servicing Agreement, the Trustee shall
enforce the right of the Trust to be
indemnified for such breach of
representation or warranty. In addition, if a
breach of a representation set forth in
clauses (k) and (o) of paragraph 3 or
clauses (f) and (oo) of paragraph 4 of the
Mortgage Loan Purchase Agreement
occurs as a result of a violation of an
applicable predatory or abusive lending
law, the Trustee shall enforce the right of
the Trust to reimbursement by the
Seller 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) and (o) of
paragraph 3, 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 or the
Seller to cure or to repurchase (or
substitute, in the case of the Seller) 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 or the Seller in respect
of such omission, defect or breach
available to the Trustee on behalf of the
Certificateholders.
It is understood and agreed that the representations and
warranties
set forth in the Mortgage Loan Purchase
Agreement shall survive delivery of the
Mortgage Files to the Trustee and shall
inure to the benefit of the
Certificateholders notwithstanding any
restrictive or qualified endorsement or
assignment. With respect to the
representations and warranties set forth in the
Mortgage Loan Purchase Agreement that are
made to the best of the Seller's
knowledge or as to which the Seller had no
knowledge, if it is discovered by the
Depositor, the Master Servicer, the NIMS
Insurer 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 Seller's lack of knowledge with
respect to the substance of such
representation or warranty being inaccurate as
the time the representation or warranty was
made, such inaccuracy shall be
deemed a breach of the applicable
representation or warranty.
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 Seller
under the Mortgage Loan Purchase
Agreement, the only right or remedy of the
Trustee or of any Certificateholder
shall be the Trustee's right to enforce the
obligations of the applicable
Servicer under any applicable
representation or warranty made by it. The Trustee
acknowledges that the Seller 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
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. The Trustee further
acknowledges 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 Seller shall
deliver to the Trustee, for the benefit of
the Certificateholders, the Mortgage
Note, the Mortgage, the related Assignment
of Mortgage (except for any Mortgage
which has been recorded in the name of MERS
or its designee), and such other
documents and agreements as are otherwise
required by Section 2.01, with the
Mortgage Note endorsed and the Mortgage
assigned as required by Section 2.01. No
substitution is permitted to be made in any
calendar month after the
Determination Date for such month. Monthly
Payments due with respect to any such
Substitute Mortgage Loan in the month of
substitution shall not be part of the
Trust Estate. 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 Seller 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 NIMS Insurer and the
Trustee. Upon such substitution, each
Substitute Mortgage Loan shall be subject
to the terms of this Agreement in all
respects, and the Seller shall be deemed
to have made to the Trustee with respect to
such Substitute Mortgage Loan, as of
the date of substitution, the
representations and warranties made pursuant to
paragraph 4 of the Mortgage Loan Purchase
Agreement. Upon any such substitution
and the deposit to the Master Servicer
Custodial Account of any required
Substitution Adjustment Amount (as
described in the next paragraph) and receipt
of a Request for Release, the Trustee shall
upon receipt of written notice from
the Master Servicer of such deposit,
release the Mortgage File relating to such
Defective Mortgage Loan to the Seller and
shall execute and deliver at the
Seller's direction such instruments of
transfer or assignment prepared by the
Seller, in each case without recourse, as
shall be necessary to vest title in
the Seller, 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 Seller substitutes one or more
Substitute
Mortgage Loans for one or more Defective
Mortgage Loans, the amount (if any) by
which the aggregate principal balance of
all such Substitute Mortgage Loans in a
Loan Group as of the date of substitution
is less than the aggregate Stated
Principal Balance of all such Defective
Mortgage Loans in a Loan Group (after
application of the principal portion of the
Monthly Payments due in the month of
substitution) (the "Substitution Adjustment
Amount" for such Loan Group) plus an
amount equal to the aggregate of any
unreimbursed Advances with respect to such
Defective Mortgage Loans shall be remitted
to the Master Servicer Custodial
Account by the Seller on or before the
Servicer Remittance Date for the
Distribution Date in the month succeeding
the calendar month during which the
related Mortgage Loan is required to be
purchased or replaced hereunder. The
Repurchase Price of any repurchase and the
Substitution Adjustment Amount, if
any, shall be deposited in the Master
Servicer Custodial Account. The Master
Servicer shall give the Securities
Administrator, the NIMS Insurer and Trustee
written notice of such deposits.
The Trustee shall retain 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,
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.
The Trustee shall be under no duty or obligation (i) to
inspect,
review or examine any such documents,
instruments, certificates or other papers
to determine that they are genuine,
enforceable, or appropriate for the
represented purpose or that they are other
than what they purport to be on their
face or (ii) to determine whether any
Mortgage File should include any of the
documents specified in Section 2.01(b)(iv),
(vi), (vii), (viii) and (ix).
The Securities Administrator is hereby directed to execute and
deliver, on behalf of the Trust, the Yield
Maintenance Agreements.
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, the NIMS Insurer and
the Trustee, as of the Closing Date:
(i) The Master Servicer is a national banking association duly
chartered and validly
existing in good standing under the laws of the
United
States of America and has all licenses necessary to carry on
its
business
as now being conducted. 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.
(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 for
the benefit of the Certificateholders.
Section 2.04 Representations and Warranties of the Depositor as
to
the Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee and
the
NIMS Insurer 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.
(iii) As of the Closing Date, the Depositor has not transferred
the
Mortgage Loans to the
Trustee on behalf of the Trust with any intent to
hinder,
delay or defraud an of its creditors.
It is understood and agreed that the representations and
warranties
set forth in this Section 2.04 shall
survive delivery of the respective Mortgage
Files to the Trustee and shall inure to the
benefit of the Trustee,
notwithstanding any restrictive or
qualified endorsement or assignment.
Section 2.05 Designation of Interests in the REMICs. The
Depositor
hereby designates the Classes of
Certificates (other than the Group 5
Certificates and the Residual Certificate)
as "regular interests" and the Class
1-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 designates the Group 5
Certificates (other than the Class 5-A-3
and Class 5-P Certificates) and the
Components as "regular interests" and the
Class 5-UR Interest as the single class of
"residual interest" in the Group 5
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
Lower-Tier Interests as classes of "regular
interests" and the Class 1-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; (ii) the
Uncertificated Middle-Tier Interests as
classes of "regular interests" and the
Class 1-MR Interest as the single class of
"residual interest" in the
Middle-Tier REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2),
respectively; (iii) the Uncertificated
Group 4 Pooling REMIC Interest as the
class of "regular interest" and the Class
4-PR Interest as the single class of
"residual interest" in the Group 4 Pooling
REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2),
respectively and (iv) the Uncertificated
Group 5 Lower-Tier Interests as classes of
"regular interests" and the Class
5-LR Interest as the single class of
"residual interest" in the Group 5
Lower-Tier REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2),
respectively.
Section 2.06 Designation of Start-up Day. The Closing Date is
hereby
designated as the "start-up day" of each
REMIC within the meaning of Section
860G(a)(9) of the Code.
Section 2.07 REMIC Certificate Maturity Date. Solely for purposes
of
satisfying Section 1.860G-1(a)(4)(iii) of
the Treasury Regulations, the "latest
possible maturity date" of the regular
interests in each REMIC is March 20,
2035.
Section 2.08 Execution and Delivery of Certificates. The
Securities
Administrator (i) acknowledges the issuance
of and hereby declares that it holds
the Uncertificated Lower-Tier Interests and
the Uncertificated Group 4 Pooling
REMIC Interest on behalf of the Middle-Tier
REMIC and the Certificateholders
(other than holders of the Group 5
Certificates), (ii) acknowledges the issuance
of and hereby declares that it holds the
Uncertificated Middle-Tier Interests on
behalf of the Middle-Tier REMIC and the
Certificateholders (other than holders
of the Group 5 Certificates), (iii)
acknowledges the issuance of and hereby
declares that it holds the Group 5
Uncertificated Lower-Tier Interests on behalf
of the Group 5 Upper-Tier REMIC and the
holders of Group 5 Certificates (other
than the Class 5-P Certificates) and the
Class 1-A-R Certificate (in respect of
the Class 5-UR Interest), and (iv) has
executed and delivered to or upon the
order of the Depositor, in exchange for the
Mortgage Loans, the Uncertificated
Lower-Tier Interests, the Uncertificated
Group 4 Pooling REMIC Interest, the
Uncertificated Middle-Tier Interests and
the Uncertificated Group 5 Lower Tier
Interests, together with all other assets
included in the definition of "Trust
Estate," receipt of which is hereby
acknowledged, Certificates in authorized
denominations which, together with the
Uncertificated Lower Tier Interests, the
Uncertificated Group 4 Pooling REMIC
Interest, the Uncertificated Middle-Tier
Interests and the Uncertificated Group 5
Lower Tier Interests, evidence
ownership of the entire Trust Estate.
Section 2.09 Repurchase of Converted
Mortgage Loans. The Depositor shall
repurchase from the Trust any Converted
Mortgage Loan prior to the first Due Date
for such Mortgage Loan following the
Conversion Date. Any such repurchase shall
be at the Purchase Price. The
Purchase Price for any repurchased
Converted Mortgage Loan shall be delivered to
the Master Servicer for deposit to the
Master Servicer Custodial Account and,
upon receipt by the Trustee of written
notification of any such deposit signed
by an officer of the Depositor and a
Request for Release, the Trustee shall
release to the Depositor the related
Mortgage File and shall execute and deliver
such instruments of transfer or assignment
prepared by the Depositor, in each
case without recourse, as shall be
necessary to vest in the Depositor legal and
beneficial ownership of such Converted
Mortgage Loan.
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 and
usual standards of practice of
prudent mortgage loan master servicers.
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 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.
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.
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,
the NIMS Insurer 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 Trustee and the
Certificateholders, shall enforce the
obligations of each Servicer under the
related Servicing Agreement, and shall, in
the event that a Servicer fails to
perform its obligations in accordance with
the related Servicing Agreement,
subject to the preceding paragraph,
terminate the rights and obligations of such
Servicer thereunder and act as successor
Servicer of the related Mortgage Loans
under the applicable Servicing Agreement
(except, in the case of the termination
of Wells Fargo Bank as Servicer under the
Wells Fargo Servicing Agreement, the
Trustee, if it so elects, shall act as
successor Servicer, or shall appoint a
successor Servicer, of the related Mortgage
Loans under the Wells Fargo
Servicing Agreement) or cause the Trustee
to enter in to a new Servicing
Agreement with a successor Servicer
selected by the Master Servicer (except, in
the case of the Wells Fargo Servicing
Agreement, the Trustee shall select the
successor 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 and Trustee, as applicable, shall
pay the costs of such enforcement at
its own expense, and shall be reimbursed
therefor only (i) from a general
recovery resulting from such enforcement to
the extent, if any, that such
recovery exceeds all amounts due in respect
of the related Mortgage Loan or (ii)
from a specific recovery of costs, expenses
or attorneys fees against the party
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 any Servicing Transfer Costs 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 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.
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 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 FNMA in
the FNMA Servicing Guide or by FHLMC
in the FHLMC Sellers' & Servicers'
Guide, as amended or restated from time to
time, or in an amount as may be permitted
to the Master Servicer by express
waiver of FNMA or FHLMC. 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 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 such
Master Servicer or Servicer, would have
been covered thereunder. The Master
Servicer shall use its best reasonable
efforts to cause each Servicer (to the
extent required under the related Servicing
Agreement) to keep in force and
effect (to the extent that the Mortgage
Loan requires the Mortgagor to maintain
such insurance), primary mortgage insurance
applicable to each Mortgage Loan in
accordance with the provisions of this
Agreement and the related Servicing
Agreement, as applicable. The Master
Servicer shall not, and shall not permit
any Servicer (to the extent required under
the related Servicing Agreement) to,
cancel or refuse to renew any such Primary
Mortgage Insurance Policy that is in
effect at the date of the initial issuance
of the Mortgage Note and is required
to be kept in force hereunder except in
accordance with the provisions of this
Agreement and the related Servicing
Agreement, as applicable.
(b) The Master Servicer agrees to present, or to cause each
Servicer
(to the extent required under the related
Servicing Agreement) to present, on
behalf of the Trustee and the
Certificateholders, claims to the insurer under
any Primary Mortgage Insurance Policies
and, in this regard, to take such
reasonable action as shall be necessary to
permit recovery under any Primary
Mortgage Insurance Policies respecting
defaulted Mortgage Loans. Pursuant to
Sections 3.08 and 3.09, any amounts
collected by the Master Servicer or any
Servicer under any Primary Mortgage
Insurance Policies shall be deposited in the
Master Servicer Custodial Account, subject
to withdrawal pursuant to Section
3.12.
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.
If the Master Servicer shall for any reason no longer be the
Master
Servicer hereunder (including by reason of
an Event of Default), the Trustee
shall within 90 days of such time, assume,
if it so elects, or shall appoint a
successor 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.
The predecessor Master Servicer shall, upon request of the
Trustee,
but at the expense of the predecessor
Master Servicer, deliver to the assuming
party all master servicing documents and
records and an accounting of amounts
collected or held by it and otherwise use
its best efforts to effect the orderly
and efficient transfer of such substitute
documentation and records to the
assuming party. The Trustee shall be
entitled to be reimbursed from the Master
Servicer (or the Trust if the Master
Servicer is unable to fulfill its
obligations hereunder) for all Master
Servicing Transfer Costs.
Section 3.08 Servicer Custodial Accounts; Buy-Down Accounts.
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 Mortgage Loan by Mortgage Loan basis,
into which accounts shall be deposited
within 48 hours (or as of such other time
specified in the related Servicing
Agreement) of receipt all collections of
principal and interest on any Mortgage
Loan and with respect to any REO Property
received by a Servicer, including
Principal Prepayments, Insurance Proceeds,
Liquidation Proceeds, 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.
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 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.
Section 3.09 Collection of Mortgage Loan Payments; Master
Servicer
Custodial Account, Servicer Custodial
Account, Distribution Account and Reserve
Account. (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 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.
(c) The Securities Administrator shall establish and maintain
the
Distribution Account, which shall be deemed
to consist of seven sub-accounts and
into which the Master Servicer will deposit
on or prior to 11:00 AM New York
time, on each Distribution Date (or, if the
Securities Administrator is no
longer the same Person as, or an Affiliate
of, the Master Servicer, the Business
Day preceding each Distribution Date), all
amounts on deposit in the Master
Servicer Custodial Account for distribution
to Certificateholders. The
Distribution Account shall be an Eligible
Account.
(d) On a daily basis within one Business Day of receipt, except
as
otherwise specifically provided herein, the
Master Servicer shall deposit or
cause to be deposited into 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 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:
(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 3.10 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(e) in connection with any losses on Permitted
Investments with respect to the Master Servicer Custodial
Account;
(v) any amounts relating to REO Property or any Prepayment
Premiums
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 Trustee
pursuant to Section 3.22) and any Compensating Interest paid by
the
applicable Servicer pursuant to the related Servicing
Agreement;
(vii) all Repurchase Prices, all Substitution Adjustment Amounts
and
all
Reimbursement Amounts to the extent received by the 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 3.12.
Amounts received in respect of the Group 1
Mortgage Loans shall be deemed
deposited in Sub-Account 1. Amounts
received in respect of the Group 2 Mortgage
Loans shall be deemed deposited in
Sub-Account 2. Amounts received in respect of
the Group 3 Mortgage Loans shall be deemed
deposited in Sub-Account 3. Amounts
received in respect of the Group 4 Mortgage
Loans shall be deemed deposited in
Sub-Account 4. Amounts received in respect
of the Group 5 Mortgage Loans shall
be deemed deposited in Sub-Account 5.
(e) 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
Business Day next preceding the
Distribution Date (except that if such Permitted
Investment is an obligation of the
institution that maintains such account, then
such Permitted Investment shall mature not
later than such Distribution Date)
and, in each case, shall not be sold or
disposed of prior to its maturity. All
such Permitted Investments shall be made in
the name of the Trustee, for the
benefit of the Certificateholders. All
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. 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. Each institution at which the
Distribution 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 Distribution 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 Distribution
Account shall be for the benefit of the
Securities Administrator as additional
compensation and the amount of any losses
realized in the Distribution Account in
respect of any such Permitted
Investments shall promptly be deposited by
the Securities Administrator from its
own funds in the Distribution Account.
(f) The Master Servicer shall give notice to the Depositor, the
Trustee, the Securities Administrator, the
NIMS Insurer 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, the NIMS Insurer and
the Rating Agencies of any proposed
change of the location of the Distribution
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 Distribution Account shall be evidenced
by a certification substantially in
the form of Exhibit F hereto.
(g) The Securities Administrator shall designate each of
Sub-Account
1, Sub-Account 2, Sub-Account 3,
Sub-Account 4, Sub-Account 4, the Middle-Tier
Sub-Account, the Upper-Tier Certificate
Sub-Account and the Group 5 Upper-Tier
Sub-Account as a sub-account of the
Distribution Account. On each Distribution
Date, the Securities Administrator shall,
from funds available on deposit in the
Distribution Account (and deemed on deposit
in Sub-Account 1, Sub-Account 2,
Sub-Account 3 and Sub-Account 4, as
applicable), be deemed to deposit into the
Middle-Tier Sub-Account, the Lower-Tier
Distribution Amount and the Group 4
Pooling REMIC Distribution Amount. The
Securities Administrator shall then
immediately, from funds available in the
Middle-Tier Sub-Account, be deemed to
deposit into the Upper-Tier Certificate
Sub-Account, the Middle-Tier
Distribution Amount. On each Distribution
Date, the Securities Administrator
shall, from funds available on deposit in
the Distribution Account (and deemed
on deposit in Sub-Account 5), be deemed to
deposit into the Group 5 Upper-Tier
Sub-Account, the Group 5 Lower-Tier
Distribution Amount.
(h) (i) The Securities Administrator shall establish and
maintain
the Reserve Account, held in trust for the
benefit of the Holders of the Offered
Group 5 Certificates. The Securities
Administrator shall deposit in the Reserve
Account on the date received b
