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BANC OF AMERICA MORTGAGE SECURITIES, INC.,
as Depositor,
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Servicer,
and
WELLS FARGO BANK, N.A.,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated March 29, 2007
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<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms................................................
Section 1.02 Interest
Calculations........................................
Section 1.03 Fiscal
Year..................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans.................................
Section 2.02
Acceptance by the Trustee of the Mortgage Loans..............
Section 2.03
Representations and Warranties of the Servicer...............
Section 2.04
Representations and Warranties of the Depositor as to the
Mortgage Loans..............................................
Section 2.05
Designation of Interests in the REMICs.......................
Section 2.06
Designation of Start-up Day..................................
Section 2.07 REMIC
Certificate Maturity Date..............................
Section 2.08 Execution
and Delivery of Certificates.......................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer
to Service Mortgage Loans...........................
Section 3.02
Subservicing; Enforcement of the Obligations of Servicer.....
Section 3.03 Fidelity
Bond; Errors and Omissions Insurance................
Section 3.04 Access to
Certain Documentation..............................
Section 3.05
Maintenance of Primary Insurance Policy; Claims;
Collections of BPP Mortgage Loan Payments...................
Section 3.06 Rights of
the Depositor and the Trustee in Respect of the
Servicer....................................................
Section 3.07 Trustee
to Act as Servicer...................................
Section 3.08
Collection of Mortgage Loan Payments; Servicer Custodial
Account; Certificate Account; Reserve Funds; and Yield
Maintenance Agreements......................................
Section 3.09
Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.............................................
Section 3.10 Access to
Certain Documentation and Information Regarding
the Mortgage Loans..........................................
Section 3.11 Permitted
Withdrawals from the Servicer Custodial Account
and Certificate Account.....................................
Section 3.12
Maintenance of Hazard Insurance..............................
Section 3.13
Enforcement of Due-On-Sale Clauses; Assumption Agreements....
Section 3.14
Realization Upon Defaulted Mortgage Loans; REO Property......
Section 3.15 Trustee
to Cooperate; Release of Mortgage Files..............
Section 3.16
Documents, Records and Funds in Possession of the
Servicer to Be Held for the Trustee.........................
Section 3.17 Servicing
Compensation.......................................
Section 3.18 Annual
Statement as to Compliance............................
Section 3.19
Assessments of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports.........................
Section 3.20
Advances.....................................................
Section 3.21
Modifications, Waivers, Amendments and Consents..............
Section 3.22 Reports
to the Securities and Exchange Commission............
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01
Servicer's Certificate.......................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01
Distributions................................................
Section 5.02
Priorities of Distributions..................................
Section 5.03
Allocation of Losses.........................................
Section 5.04
Statements to Certificateholders.............................
Section 5.05 Tax
Returns and Reports to Certificateholders................
Section 5.06 Tax
Matters Person...........................................
Section 5.07 Rights of
the Tax Matters Person in Respect of the
Trustee.....................................................
Section 5.08 REMIC
Related Covenants......................................
Section 5.09
Determination of LIBOR.......................................
Section 5.10 Grantor
Trust Administration.................................
Section 5.11
Distributions................................................
ARTICLE VI
THE
CERTIFICATES
Section 6.01 The
Certificates.............................................
Section 6.02
Registration of Transfer and Exchange of Certificates........
Section 6.03 Transfer
of Exchangeable REMIC Certificates and
Exchangeable Certificates...................................
Section 6.04 Exchanges
of Exchangeable REMIC Certificates and
Exchangeable Certificates...................................
Section 6.06
Mutilated, Destroyed, Lost or Stolen Certificates............
Section 6.07 Persons
Deemed Owners........................................
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the
Servicer......
Section 7.02 Merger or Consolidation of the Depositor or the
Servicer......
Section 7.03 Limitation on Liability of the Depositor, the
Servicer
and Others..................................................
Section 7.04 Depositor
and Servicer Not to Resign.........................
Section 7.05
Assignment or Delegation of Duties by the Servicer...........
ARTICLE VIII
DEFAULT
Section 8.01 Events of
Default............................................
Section 8.02 Remedies
of Trustee..........................................
Section 8.03
Directions by Certificateholders and Duties of Trustee
During Event of Default.....................................
Section 8.04 Action
upon Certain Failures of the Servicer and upon
Event of Default............................................
Section 8.05 Trustee
to Act; Appointment of Successor.....................
Section 8.06
Notification to Certificateholders...........................
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of
Trustee............................................
Section 9.02 Certain
Matters Affecting the Trustee........................
Section 9.03 Trustee
Not Liable for Certificates or Mortgage Loans........
Section 9.04 Trustee
May Own Certificates.................................
Section 9.05
Eligibility Requirements for Trustee.........................
Section 9.06
Resignation and Removal of Trustee...........................
Section 9.07 Successor
Trustee............................................
Section 9.08 Merger or
Consolidation of Trustee...........................
Section 9.09
Appointment of Co-Trustee or Separate Trustee................
Section 9.10
Authenticating Agents........................................
Section 9.11 Trustee's
Fees and Expenses..................................
Section 9.12
Appointment of Custodian.....................................
Section 9.13 Paying
Agents................................................
Section 9.14
Limitation of Liability......................................
Section 9.15 Trustee
May Enforce Claims Without Possession of
Certificates................................................
Section 9.16 Suits for
Enforcement........................................
Section 9.17 Waiver of
Bond Requirement...................................
Section 9.18 Waiver of
Inventory, Accounting and Appraisal Requirement....
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or
Liquidation
of All Mortgage Loans.......................................
Section 10.02 Additional Termination
Requirements..........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment....................................................
Section 11.02 Recordation of
Agreement.....................................
Section 11.03 Limitation on Rights of
Certificateholders...................
Section 11.04 Governing
Law................................................
Section 11.05
Notices......................................................
Section 11.06 Severability of
Provisions...................................
Section 11.07 Certificates Nonassessable and Fully
Paid....................
Section 11.08 Access to List of
Certificateholders.........................
Section 11.09
Recharacterization...........................................
Section 11.10
Insolvency...................................................
Section 11.11 Regulation AB Compliance; Intent of Parties;
Reasonableness..............................................
<PAGE>
EXHIBITS
Exhibit A-1 -
Form of Face of Senior
Certificates.................
Exhibit A-2 -
Form of Face of
Residual Certificate................
Exhibit B
- Form of Face of
Subordinate Certificate.............
Exhibit C
- Form of Reverse of
all Certificates.................
Exhibit D
- Addresses for
Requesting Mortgage Loan
Schedule ..........................................
Exhibit E
- Request for Release
of Documents....................
Exhibit F
- Form of
Certification of Establishment of
Account............................................
Exhibit G-1 -
Form of Transferor's
Certificate....................
Exhibit G-2A - Form 1 of Transferee's
Certificate..................
Exhibit G-2B - Form 2 of Transferee's
Certificate..................
Exhibit H
- Form of Transferee
Representation Letter for
ERISA Restricted Certificates......................
Exhibit I
- Form of Affidavit
Regarding Transfer of
Residual Certificate...............................
Exhibit J
- Contents of
Servicing File..........................
Exhibit K
- Form of Special
Servicing Agreement.................
Exhibit L
- List of Recordation
States..........................
Exhibit M
- Form of Initial
Certification of the Trustee........
Exhibit N
- Form of Final
Certification of the Trustee..........
Exhibit O
- Form of
Sarbanes-Oxley Certification................
Exhibit P
- Form of Trustee's
Certification.....................
Exhibit Q
- Servicing
Criteria..................................
Exhibit R-1 -
Additional Form 10-D
Information ...................
Exhibit R-2 -
Additional Form 10-K
Information ...................
Exhibit R-3 -
Form 8-K Information
...............................
Exhibit S-1 -
Class 3-A-11 Yield
Maintenance Agreement............
Exhibit S-2 -
Class 3-A-16 Yield
Maintenance Agreement............
Exhibit T
- Planned Balance
Schedules and Targeted
Balance Schedules..................................
Exhibit U
Combination Groups..................................
Exhibit V
Form of Request for Exchange of Exchangeable
REMIC Certificates or Exchangeable
Certificates.......................................
<PAGE>
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated March 29, 2007, is
hereby executed by and among BANC OF AMERICA MORTGAGE SECURITIES,
INC., as
depositor (together with its permitted successors and assigns, the
"Depositor"),
BANK OF AMERICA, NATIONAL ASSOCIATION, as servicer (together with
its permitted
successors and assigns, the "Servicer"), and WELLS FARGO BANK,
N.A., as trustee
(together with its permitted successors and assigns, the
"Trustee").
W I T N E S S E T H T
H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the Servicer and the Trustee agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor hereby conveys
the
Trust Estate to the Trustee to create the Trust. The Trust Estate
for federal
income tax purposes will be treated as three separate real estate
mortgage
investment conduits (the "Upper-Tier REMIC," the "Middle-Tier
REMIC" and the
"Lower-Tier REMIC," respectively, and each, a "REMIC"). The
Certificates (other
than Exchangeable Certificates, the Class 3-A-R Certificate and the
right of the
Class 3-A-11 and Class 3-A-16 Certificates to receive amounts from
the
applicable Reserve Fund) are referred to collectively as the
"Regular
Certificates" and shall constitute "regular interests" in the
Upper-Tier REMIC.
The Uncertificated Middle-Tier Interests shall constitute the
"regular
interests" in the Middle-Tier REMIC. The Uncertificated Lower-Tier
Interests
shall constitute the "regular interests" in the Lower-Tier REMIC.
The Class R-U
Interest shall be the sole "residual interest" in the Upper-Tier
REMIC. The
Class R-M Interest shall be the sole "residual interest" in the
Middle-Tier
REMIC. The Class R-L Interest shall be the sole "residual interest"
in the
Lower-Tier REMIC. The Class 3-A-R Certificate shall represent
ownership of the
Class R-U Interest, the Class R-M Interest and the Class R-L
Interest. The
portion of the Trust Estate consisting of the Exchangeable
Certificates, the
Reserve Funds and the Yield Maintenance Agreements and the right of
the Class
3-A-11 and Class 3-A-16 Certificates to receive amounts from the
applicable
Reserve Fund shall not be assets of any REMIC created hereunder,
but rather
shall be assets of the Grantor Trust. The assets of the Grantor
Trust, the
Certificates and the Uncertificated Lower-Tier Interests will
represent the
entire beneficial ownership interest in the Trust. The "latest
possible maturity
date" for federal income tax purposes of all interests created
hereby will be
the REMIC Certificate Maturity Date.
The following tables set forth characteristics of the
Certificates,
together with the minimum Denominations and integral multiples in
excess thereof
in which the Classes of Certificates shall be issuable:
Initial Class
Integral
Certificate
Multiples in
Balance or
Pass-Through
Minimum
Excess of
Classes
Notional Amount
Rate
Denomination Minimum
------------
---------------
------------ ------------
------------
Class 1-A-1 $38,568,000.00
(2)
$1,000
$1
Class 2-A-1 $63,977,000.00
(3)
$1,000
$1
Class 2-A-2
$7,109,000.00
(3)
$1,000
$1
Class 3-A-1
$13,980,000.00(1)
5.750%
$1,000
$1
Class 3-A-2
$1,554,000.00(1)
5.750%
$1,000
$1
Class 3-A-3
$647,250.00(1)
6.000%
$100,000
$1
Class 3-A-4
$69,911,000.00(1)
5.500%
$1,000
$1
Class 3-A-5
$5,825,916.00(1)
6.000%
$100,000
$1
Class 3-A-6
$9,883,000.00(1)
5.500%
$1,000
$1
Class 3-A-7
$823,583.00(1)
6.000%
$100,000
$1
Class 3-A-8
$12,047,000.00(1)
5.500%
$1,000
$1
Class 3-A-9
$1,003,916.00(1)
6.000%
$100,000
$1
Class 3-A-10 $10,205,000.00
6.000%
$1,000
$1
Class 3-A-11 $31,318,000.00
(4)
$1,000
$1
Class 3-A-12 $31,318,000.00(1)
(5) $1,000,000
$1
Class 3-A-13 $4,090,000.00(1)
6.000%
$1,000
$1
Class 3-A-14
$10,000.00
6.000%
$1,000
$1
Class 3-A-15
$10,000.00
6.000%
$1,000
$1
Class 3-A-16 $30,000,000.00
(6)
$1,000
$1
Class 3-A-17 $30,000,000.00(1)
(7) $1,000,000
$1
Class 3-A-18 $15,534,000.00(1)
5.750%
$1,000
$1
Class 3-A-19 $13,980,000.00(1)
6.000%
$1,000
$1
Class 3-A-20 $1,554,000.00(1)
6.000%
$1,000
$1
Class 3-A-21 $15,534,000.00(1)
6.000%
$1,000
$1
Class 3-A-22 $5,644,000.00(1)
6.000%
$1,000
$1
Class 3-A-23 $69,911,000.00(1)
5.750%
$1,000
$1
Class 3-A-24 $69,911,000.00(1)
6.000%
$1,000
$1
Class 3-A-25 $9,883,000.00(1)
5.750%
$1,000
$1
Class 3-A-26 $9,883,000.00(1)
6.000%
$1,000
$1
Class 3-A-27 $12,047,000.00(1)
5.750%
$1,000
$1
Class 3-A-28 $12,047,000.00(1)
6.000%
$1,000
$1
Class 3-A-29
$79,794,000.00(1)
5.500%
$1,000
$1
Class 3-A-30 $79,794,000.00(1)
5.750%
$1,000
$1
Class 3-A-31 $79,794,000.00(1)
6.000%
$1,000
$1
Class 3-A-32 $91,841,000.00(1)
5.500%
$1,000
$1
Class 3-A-33 $91,841,000.00(1)
5.750%
$1,000
$1
Class 3-A-34 $91,841,000.00(1)
6.000%
$1,000
$1
Class 3-A-35 $61,318,000.00(1)
(8)
$1,000,000
$1
Class 3-A-R
$100.00
6.000%
$100
N/A
Class 3-PO
$575,818.00
(9)
$25,000
$1
Class 3-IO
$20,392,665.00
6.000% $1,000,000
$1
Class 4-A-1 $40,000,000.00
(10)
$1,000
$1
Class M
$7,302,000.00
(11)
$25,000
$1
Class B-1
$3,562,000.00
(11)
$25,000
$1
Class B-2
$4,097,000.00
(11)
$25,000
$1
Class B-3
$3,028,000.00
(11)
$25,000
$1
Class B-4
$1,959,000.00
(11)
$25,000
$1
Class B-5
$1,603,000.00
(11)
$25,000
$1
Class B-6
$1,424,996.00
(11)
$25,000
$1
---------------
(1) Maximum
Initial Class Certificate Balance or Maximum Initial Class
Notional
Amount.
(2) Interest
will accrue on these Certificates at a per annum rate equal to
the Net
WAC of the Group 1 Mortgage Loans.
(3) Interest
will accrue on these Certificates at a per annum rate equal to
the Net
WAC of the Group 2 Mortgage Loans.
(4) During the
initial Interest Accrual Period, interest will accrue on the
Class
3-A-11 Certificates at the rate of 5.920% per annum. During
each
Interest
Accrual Period thereafter, interest will accrue on the Class
3-A-11
Certificates at a per annum rate equal to (i) 0.600% plus (ii)
LIBOR,
subject to a minimum rate of 0.600% and a maximum rate of
6.000%.
(5) During the
initial Interest Accrual Period, interest will accrue on the
Class
3-A-12 Certificates at the rate of 0.0800% per annum. During
each
Interest
Accrual Period thereafter, interest will accrue on the Class
3-A-12
Certificates at a per annum rate equal to (i) 5.400% minus (ii)
LIBOR,
subject to a minimum rate of 0.000% and a maximum rate of
5.400%.
(6) During the
initial Interest Accrual Period, interest will accrue on the
Class
3-A-16 Certificates at the rate of 5.920% per annum. During
each
Interest
Accrual Period thereafter, interest will accrue on the Class
3-A-16
Certificates at a per annum rate equal to (i) 0.600% plus (ii)
LIBOR,
subject to a minimum rate of 0.600% and a maximum rate of
6.000%.
(7) During the
initial Interest Accrual Period, interest will accrue on the
Class
3-A-17 Certificates at the rate of 0.0800% per annum. During
each
Interest
Accrual Period thereafter, interest will accrue on the Class
3-A-17
Certificates at a per annum rate equal to (i) 5.400% minus (ii)
LIBOR,
subject to a minimum rate of 0.000% and a maximum rate of
5.400%.
(8) During the
initial Interest Accrual Period, interest will accrue on the
Class
3-A-35 Certificates at the rate of 0.0800% per annum. During
each
Interest
Accrual Period thereafter, interest will accrue on the Class
3-A-35
Certificates at a per annum rate equal to (i) 5.400% minus (ii)
LIBOR,
subject to a minimum rate of 0.000% and a maximum rate of
5.400%.
(9) The Class
3-PO Certificates are Principal Only Certificates and will not
be
entitled to distributions of interest.
(10) Interest will
accrue on these Certificates at a per annum rate equal to
the
weighted average (based on the Stated Principal Balances of the
Mortgage
Loans on the Due Date in the month preceding the month of the
applicable
Distribution Date) of the Net Mortgage Interest Rates of the
Mortgage
Loans in Loan Group 1 and Loan Group 2.
(11) Interest will
accrue on these Certificates at a per annum rate equal to
the
weighted average (based on the Group Subordinate Amount for the
related
Loan Group or Assumed Loan Group, as applicable) of (i) with
respect to
Loan Group 1, the Net WAC of the Group 1 Mortgage Loans, (ii)
with
respect to Loan Group 2, the Net WAC of the Group 2 Mortgage
Loans,
(iii) with
respect to Assumed Loan Group 3, 6.000% and (iv) with respect
to Assumed
Loan Group 4, the Net WAC of the Group 3 Mortgage Loans.
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement,
the
following words and phrases, unless the context otherwise requires,
shall have
the meanings specified in this Article:
10-K Filing Deadline: As defined in Section 3.22(c).
1933 Act: The Securities Act of 1933, as amended.
Accrued Certificate Interest: For any Distribution Date and
each
interest-bearing Class (other than a Class of Exchangeable
Certificates), one
month's interest accrued during the related Interest Accrual Period
at the
applicable Pass-Through Rate on the applicable Class Certificate
Balance or
Notional Amount.
Accretion Termination Date: (a) For the Class 3-A-14
Certificates
will be the earlier to occur of (i) the Distribution Date following
the
Distribution Date on which the Class Certificate Balance of the
Class 3-A-11
Certificates has been reduced to zero or (ii) the Senior Credit
Support
Depletion Date and (b) for the Class 3-A-15 Certificates will be
the earlier to
occur of (i) the Distribution Date following the Distribution Date
on which the
Class Certificate Balances of the Class 3-A-11 and Class 3-A-14
Certificates
have been reduced to zero or (ii) the Senior Credit Support
Depletion Date.
Additional Form 10-D Information: As defined in Section
3.22(b).
Additional Form 10-K Information: As defined in Section
3.22(c).
Additional Servicer: As defined in Section 3.02(e)
Adjusted Pool Amount: With respect to any Distribution Date and
Loan
Group 1 and Loan Group 2, the Cut-off Date Pool Principal Balance
of the
Mortgage Loans in such Loan Group minus the sum of (i) all amounts
in respect of
principal received in respect of the Mortgage Loans in such Loan
Group
(including, without limitation, amounts received as Monthly
Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and
Substitution
Adjustment Amounts) and distributed to Holders of the Certificates
on such
Distribution Date and all prior Distribution Dates and (ii) the
principal
portion of all Realized Losses (other than Debt Service Reductions)
incurred on
the Mortgage Loans in such Loan Group from the Cut-off Date through
the end of
the month preceding such Distribution Date. With respect to any
Distribution
Date and Assumed Loan Group 3 or Assumed Loan Group 4, the product
of the (a)
the applicable Allocation Percentage and (b) the Cut-off Date Pool
Principal
Balance of the Group 3 Mortgage Loans minus the sum of (i) all
amounts in
respect of principal received in respect of the Group 3 Mortgage
Loans
(including, without limitation, amounts received as Monthly
Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and
Substitution
Adjustment Amounts) and distributed to Holders of the Certificates
on such
Distribution Date and all prior Distribution Dates and (ii) the
principal
portion of all Realized Losses (other than Debt Service Reductions)
incurred on
the Group 3 Mortgage Loans from the Cut-off Date through the end of
the month
preceding such Distribution Date.
Adjusted Pool Amount (Non-PO Portion): With respect to any
Distribution Date and Loan Group or Assumed Loan Group, the
difference between
the Adjusted Pool Amount for such Loan Group or Assumed Loan Group
and the
Adjusted Pool Amount (PO Portion) for such Loan Group or Assumed
Loan Group.
Adjusted Pool Amount (PO Portion): With respect to any
Distribution
Date and Loan Group 1, Loan Group 2 and Assumed Loan Group 4 is
equal to zero.
With respect to any Distribution Date and Assumed Loan Group 3, the
sum of the
amounts, calculated as follows, with respect to all Outstanding
Mortgage Loans
of Loan Group 3: the product of (i) the PO Percentage for each such
Mortgage
Loan, (ii) 86.4254982888% and (iii) the remainder of (A) the
Cut-off Date
Principal Balance of such Group 3 Mortgage Loan minus (B) the sum
of (x) all
amounts in respect of principal received in respect of such Group 3
Mortgage
Loan (including, without limitation, amounts received as Monthly
Payments,
Periodic Advances, Principal Prepayments, Liquidation Proceeds and
Substitution
Adjustment Amounts) and distributed to Holders of the Certificates
on such
Distribution Date and all prior Distribution Dates and (y) the
principal portion
of any Realized Loss (other than a Debt Service Reduction) incurred
on such
Group 3 Mortgage Loan from the Cut-off Date through the end of the
month
preceding such Distribution Date.
Advance: A Periodic Advance or a Servicing Advance.
Aggregate Subordinate Percentage: As to any Distribution Date,
the
aggregate Class Certificate Balance of the Subordinate Certificates
divided by
the aggregate Pool Stated Principal Balance (Non-PO Portion) for
Loan Group 1,
Loan Group 2, Assumed Loan Group 3 and Assumed Loan Group 4.
Agreement: This Pooling and Servicing Agreement together with
all
amendments hereof and supplements hereto.
Allocation Percentage: With respect to any Distribution Date
and
Loan Group 1 and Loan Group 2 is 100%, for Assumed Loan Group 3
is
86.4254982888% and for Assumed Loan Group 4 is 13.5745017112%.
Amount Held for Future Distribution: As to any Distribution Date
and
Loan Group, the total of the amounts held in the Servicer Custodial
Account at
the close of business on the preceding Determination Date on
account of (i)
Principal Prepayments and Liquidation Proceeds received or made on
the Mortgage
Loans in such Loan Group in the month of such Distribution Date and
(ii)
payments which represent receipt of Monthly Payments on the
Mortgage Loans in
such Loan Group in respect of a Due Date or Due Dates subsequent to
the related
Due Date.
Ancillary Income: All prepayment premiums (if any), assumption
fees,
late payment charges and all other ancillary income and fees with
respect to the
Mortgage Loans.
Appraised Value: With respect to any Mortgaged Property, either
(i)
the lesser of (a) the appraised value determined in an appraisal
obtained by the
originator at origination of such Mortgage Loan or an automated
valuation model
or tax assessed value (if permitted by the applicable mortgage loan
program) and
(b) the sales price for such property, except that, in the case of
Mortgage
Loans the proceeds of which were used to refinance an existing
mortgage loan,
the Appraised Value of the related Mortgaged Property is the
appraised value
thereof determined either in an appraisal obtained at the time of
refinancing or
an automated valuation model or tax assessed value (if permitted by
the
applicable mortgage loan program), or (ii) the appraised value
determined in an
appraisal made at the request of a Mortgagor subsequent to
origination in order
to eliminate the Mortgagor's obligation to keep a Primary Insurance
Policy in
force.
Assignment of Mortgage: An individual assignment of the
Mortgage,
notice of transfer or equivalent instrument in recordable form,
sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property
is located
to give record notice of the sale of the Mortgage.
Assumed Loan Group: Either of Assumed Loan Group 3 or Assumed
Loan
Group 4.
Assumed Loan Group 3: A loan group which represents for each
Distribution Date 86.4254982888% of each Group 3 Mortgage Loan.
Assumed Loan Group 4: A loan group which represents for each
Distribution Date 13.5745017112% of each Group 3 Mortgage Loan
Authenticating Agents: As defined in Section 9.10.
Bank of America: Bank of America, National Association, a
national
banking association, or its successor in interest.
BBA: As defined in Section 5.09.
Book-Entry Certificate: Any Class of Certificates other than
the
Physical Certificates.
BPP Mortgage Loan: Any Mortgage Loan which includes a Borrowers
Protection Plan(R) addendum to the related Mortgage Note whereby
Bank of America
agrees to cancel (i) certain payments of principal and interest on
such Mortgage
Loan for up to twelve months upon the disability or involuntary
unemployment of
the Mortgagor or (ii) the outstanding principal balance of the
Mortgage Loan
upon the accidental death of the Mortgagor; provided that such
Borrowers
Protection Plan(R) has not been terminated in accordance with its
terms.
BPP Mortgage Loan Payment: With respect to any BPP Mortgage
Loan,
the Monthly Covered Amount or Total Covered Amount, if any, payable
by Bank of
America pursuant to Section 5 of the Mortgage Loan Purchase
Agreement.
Business Day: Any day other than (i) a Saturday or a Sunday or
(ii)
a day on which banking institutions in the State of North Carolina,
the State of
New York, the State of Minnesota, each state in which the servicing
offices of
the Servicer are located or each state in which the Corporate Trust
Office is
located are required or authorized by law or executive order to be
closed.
Buy-Down Account: The separate Eligible Account or Accounts
created
and maintained by the Servicer pursuant to Section 3.23.
Buy-Down Agreement: An agreement governing the application of
Buy-Down Funds with respect to a Buy-Down Mortgage Loan.
Buy-Down Funds: Money advanced by a builder, seller or other
interested party to reduce a Mortgagor's monthly payment during the
initial
years of a Buy-Down Mortgage Loan.
Buy-Down Mortgage Loan: Any Mortgage Loan in respect of which,
pursuant to a Buy-Down Agreement, the monthly interest payments
made by the
related Mortgagor will be less than the scheduled monthly interest
payments on
such Mortgage Loan, with the resulting difference in interest
payments being
provided from Buy-Down Funds.
Calculated Principal Distribution: As defined in Section
5.03(d).
Certificate: Any of the Banc of America Alternative Loan Trust
2007-1 Mortgage Pass-Through Certificates, Series 2007-1 that are
issued
pursuant to this Agreement.
Certificate Account: The Eligible Account created and maintained
by
the Trustee pursuant to Section 3.08(c) in the name of the Trustee
for the
benefit of the Certificateholders and designated "Wells Fargo Bank,
N.A., in
trust for registered holders of Banc of America Alternative Loan
Trust 2007-1,
Mortgage Pass-Through Certificates, Series 2007-1." The Certificate
Account
shall be deemed to consist of four sub-accounts; one for each Group
and a fourth
sub-account referred to herein as the Upper-Tier Certificate
Sub-Account and the
Exchangeable Certificate Grantor Trust Account shall be deemed to
be
sub-accounts of the Certificate Account. Funds in the Certificate
Account shall
be held in trust for the Holders of the Certificates of such Group
for the uses
and purposes set forth in this Agreement.
Certificate Balance: With respect to any Certificate (other than
an
Exchangeable Certificate) at any date, the maximum dollar amount of
principal to
which the Holder thereof is then entitled hereunder, such amount
being equal to
the product of the Percentage Interest of such Certificate and the
Class
Certificate Balance of the Class of Certificates of which such
Certificate is a
part.
Certificate Custodian: Initially, Wells Fargo Bank, N.A.;
thereafter
any other Certificate Custodian acceptable to the Depository and
selected by the
Trustee.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of a Book-Entry Certificate.
With respect to
any Definitive Certificate, the Certificateholder of such
Certificate.
Certificate Register: The register maintained pursuant to
Section
6.02.
Certificate Registrar: The registrar appointed pursuant to
Section
6.02.
Certificateholder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the
purpose of
giving any consent pursuant to this Agreement, any Certificate
registered in the
name of the Depositor, the Servicer or any affiliate thereof shall
be deemed not
to be outstanding and the Percentage Interest and Voting Rights
evidenced
thereby shall not be taken into account in determining whether the
requisite
amount of Percentage Interests or Voting Rights, as the case may
be, necessary
to effect any such consent has been obtained, unless such entity is
the
registered owner of the entire Class of Certificates, provided that
the Trustee
shall not be responsible for knowing that any Certificate is
registered in the
name of such an affiliate unless one of its Responsible Officers
has actual
knowledge.
Certification: As defined in Section 3.22(c).
Class: As to the Certificates, the Class 1-A-1, Class 2-A-1,
Class
2-A-2, Class 3-A-1, Class 3-A-2, Class 3-A-3, Class 3-A-4, Class
3-A-5, Class
3-A-6, Class 3-A-7, Class 3-A-8, Class 3-A-9, Class 3-A-10, Class
3-A-11, Class
3-A-12, Class 3-A-13, Class 3-A-14, Class 3-A-15, Class 3-A-16,
Class 3-A-17,
Class 3-A-18, Class 3-A-19, Class 3-A-20, Class 3-A-21, Class
3-A-22, Class
3-A-23, Class 3-A-24, Class 3-A-25, Class 3-A-26, Class 3-A-27,
Class 3-A-28,
Class 3-A-29, Class 3-A-30, Class 3-A-31, Class 3-A-32, Class
3-A-33, Class
3-A-34, Class 3-A-35, Class 3-A-R, Class 3-IO, Class 3-PO, Class
4-A-1, Class M,
Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6, as the case
may be.
Class 2-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date, the amount, if any, by
which the Class
Certificate Balance of the Class 2-A-1 Certificates would be
reduced as a result
of the allocation of any reduction pursuant to Section 5.03(b) to
such Class,
without regard to the operation of Section 5.03(e).
Class 2-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support Depletion Date, the lesser of
(a) the Class
Certificate Balance of the Class 2-A-2 Certificates with respect to
such
Distribution Date prior to any reduction for the Class 2-A-2 Loss
Allocation
Amount and (b) the Class 2-A-1 Loss Amount with respect to such
Distribution
Date.
Class 3-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date, the amount, if any, by
which the Class
Certificate Balance of the Class 3-A-1 Certificates would be
reduced as a result
of the allocation of any reduction pursuant to Section 5.03(b) to
such Class,
without regard to the operation of Section 5.03(e).
Class 3-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support Depletion Date, the lesser of
(a) the Class
Certificate Balance of the Class 3-A-2 Certificates with respect to
such
Distribution Date prior to any reduction for the Class 3-A-2 Loss
Allocation
Amount and (b) the Class 3-A-1 Loss Amount with respect to such
Distribution
Date.
Class 3-A-3 Notional Amount: As to any Distribution Date and
the
Class 3-A-3 Certificates, 4.1666666667% of the sum of the Class
Certificate
Balances of the Class 3-A-1 and Class 3-A-2 Certificates.
Class 3-A-4 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date, the amount, if any, by
which the Class
Certificate Balance of the Class 3-A-4 Certificates would be
reduced as a result
of the allocation of any reduction pursuant to Section 5.03(b) to
such Class,
without regard to the operation of Section 5.03(e).
Class 3-A-5 Notional Amount: As to any Distribution Date and
the
Class 3-A-5 Certificates, 8.3333323797% of the Class Certificate
Balance of the
Class 3-A-4 Certificates.
Class 3-A-6 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date, the amount, if any, by
which the Class
Certificate Balance of the Class 3-A-6 Certificates would be
reduced as a result
of the allocation of any reduction pursuant to Section 5.03(b) to
such Class,
without regard to the operation of Section 5.03(e).
Class 3-A-7 Notional Amount: As to any Distribution Date and
the
Class 3-A-7 Certificates, 8.3333299605% of the Class Certificate
Balance of the
Class 3-A-6 Certificates.
Class 3-A-8 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date, the amount, if any, by
which the Class
Certificate Balance of the Class 3-A-8 Certificates would be
reduced as a result
of the allocation of any reduction pursuant to Section 5.03(b) to
such Class,
without regard to the operation of Section 5.03(e).
Class 3-A-9 Notional Amount: As to any Distribution Date and
the
Class 3-A-9 Certificates, 8.3333277995% of the Class Certificate
Balance of the
Class 3-A-8 Certificates.
Class 3-A-10 Loss Allocation Amount: With respect to any
Distribution Date after the Senior Credit Support Depletion Date,
the lesser of
(a) the Class Certificate Balance of the Class 3-A-10 Certificates
with respect
to such Distribution Date prior to any reduction for the Class
3-A-10 Loss
Allocation Amount and (b) the sum of the Class 3-A-4 Loss Amount,
Class 3-A-6
Loss Amount, Class 3-A-8 Loss Amount and Class 3-A-16 Loss Amount
with respect
to such Distribution Date.
Class 3-A-11 Loss Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date, the amount, if any,
by which the
Class Certificate Balance of the Class 3-A-11 Certificates would be
reduced as a
result of the allocation of any reduction pursuant to Section
5.03(b) to such
Class, without regard to the operation of Section 5.03(e).
Class 3-A-11 Reserve Fund: The trust account created and
maintained
by the Trustee pursuant to Section 3.08(g) which shall be entitled
the "Class
3-A-11 Reserve Fund, Wells Fargo Bank, N.A., as Trustee, in trust
for registered
Holders of the Class 3-A-11 Certificates of the Banc of America
Alternative Loan
Trust 2007-1, Mortgage Pass-Through Certificates, Series 2007-1"
and which must
be an Eligible Account. Amounts on deposit in the Class 3-A-11
Reserve Fund
shall not be invested. The Class 3-A-11 Reserve Fund shall not be
an asset of
any REMIC formed under this Agreement.
Class 3-A-11 Yield Maintenance Agreement: The yield maintenance
agreement between the Trustee, on behalf of the Trust, and the
Counterparty,
which will be for the benefit of the Class 3-A-11 Certificates,
substantially in
the form attached hereto as Exhibit S-1. The Class 3-A-11 Yield
Maintenance
Agreement shall not be an asset of any REMIC formed under this
Agreement.
Class 3-A-11 Yield Maintenance Agreement Payment: For any
Distribution Date prior to and including the Distribution Date in
July 2010, the
amount, if any, required to be paid by the Counterparty to the
Trustee under the
Class 3-A-11 Yield Maintenance Agreement.
Class 3-A-12 Notional Amount: As to any Distribution Date and
the
Class 3-A-12 Certificates, the Class Certificate Balance of the
Class 3-A-11
Certificates.
Class 3-A-13 Loss Allocation Amount: With respect to any
Distribution Date after the Senior Credit Support Depletion Date,
the lesser of
(a) the Class Certificate Balance of the Class 3-A-13 Certificates
with respect
to such Distribution Date prior to any reduction for the Class
3-A-13 Loss
Allocation Amount and (b) the Class 3-A-11 Loss Amount with respect
to such
Distribution Date.
Class 3-A-14 Accrual Distribution Amount: For any Distribution
Date
and the Class 3-A-14 Certificates prior to the applicable Accretion
Termination
Date, an amount with respect to such Class equal to the sum of (i)
the amount
allocated but not currently distributable as interest to such Class
pursuant to
Section 5.02(a)(i) that is attributable to clause (i) of the
definition of
"Interest Distribution Amount," and (ii) the amount allocated but
not currently
distributable as interest to such Class pursuant to Section
5.02(a)(i) that is
attributable to clause (ii) of the definition of "Interest
Distribution Amount."
Class 3-A-15 Accrual Distribution Amount: For any Distribution
Date
and the Class 3-A-15 Certificates prior to the applicable Accretion
Termination
Date, an amount with respect to such Class equal to the sum of (i)
the amount
allocated but not currently distributable as interest to such Class
pursuant to
Section 5.02(a)(i) that is attributable to clause (i) of the
definition of
"Interest Distribution Amount," and (ii) the amount allocated but
not currently
distributable as interest to such Class pursuant to Section
5.02(a)(i) that is
attributable to clause (ii) of the definition of "Interest
Distribution Amount."
Class 3-A-16 Loss Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date, the amount, if any,
by which the
Class Certificate Balance of the Class 3-A-16 Certificates would be
reduced as a
result of the allocation of any reduction pursuant to Section
5.03(b) to such
Class, without regard to the operation of Section 5.03(e).
Class 3-A-16 Reserve Fund: The trust account created and
maintained
by the Trustee pursuant to Section 3.08(g) which shall be entitled
the "Class
3-A-16 Reserve Fund, Wells Fargo Bank, N.A., as Trustee, in trust
for registered
Holders of the Class 3-A-16 Certificates of the Banc of America
Alternative Loan
Trust 2007-1, Mortgage Pass-Through Certificates, Series 2007-1"
and which must
be an Eligible Account. Amounts on deposit in the Class 3-A-16
Reserve Fund
shall not be invested. The Class 3-A-16 Reserve Fund shall not be
an asset of
any REMIC formed under this Agreement.
Class 3-A-16 Yield Maintenance Agreement: The yield maintenance
agreement between the Trustee, on behalf of the Trust, and the
Counterparty,
which will be for the benefit of the Class 3-A-16 Certificates,
substantially in
the form attached hereto as Exhibit S-1. The Class 3-A-16 Yield
Maintenance
Agreement shall not be an asset of any REMIC formed under this
Agreement.
Class 3-A-16 Yield Maintenance Agreement Payment: For any
Distribution Date prior to and including the Distribution Date in
July 2010, the
amount, if any, required to be paid by the Counterparty to the
Trustee under the
Class 3-A-16 Yield Maintenance Agreement.
Class 3-A-17 Notional Amount: As to any Distribution Date and
the
Class 3-A-17 Certificates, the Class Certificate Balance of the
Class 3-A-16
Certificates.
Class 3-IO Notional Amount: As to any Distribution Date and the
Class 3-IO Certificates, the product of (i) 86.4254982888% of the
aggregate
Stated Principal Balance of the Group 3 Premium Mortgage Loans on
the Due Date
in the month preceding the month of such Distribution Date and (ii)
a fraction,
(a) the numerator of which is equal to the weighted average of the
Net Mortgage
Interest Rates of the Group 3 Premium Mortgage Loans (based on the
Stated
Principal Balances of the Group 3 Premium Mortgage Loans as of the
Due Date in
the month preceding the month of such Distribution Date) minus
6.000% and (b)
the denominator of which is equal to 6.000%.
Class Certificate Balance: With respect to any Class (other than
the
Exchangeable Certificates and the Interest Only Certificates) and
any date of
determination, and subject to Section 5.03(f), the Initial Class
Certificate
Balance of such Class (plus, in the case of the Class 3-A-14 and
Class 3-A-15
Certificates, any Class 3-A-14 Accrual Distribution Amounts or
Class 3-A-15
Accrual Distribution Amounts, as applicable, previously added
thereto) or, in
the case of a Class of Exchangeable REMIC Certificates, the Maximum
Initial
Class Certificate Balance, minus (A) the sum of (i) all
distributions of
principal allocated thereto (including in the case of any Class of
Subordinate
Certificates any principal otherwise payable to such Class of
Subordinate
Certificates used to pay any PO Deferred Amounts), (ii) all
reductions in Class
Certificate Balance previously allocated thereto pursuant to
Section 5.03(b) and
(iii) any reduction allocated to a Class pursuant to Section
5.03(e) plus (B)
the sum of (i) all increases in Class Certificate Balance
previously allocated
thereto pursuant to Section 5.03(b) and (ii) any increases
allocated to a Class
pursuant to Section 5.03(e). The Class 3-A-3, Class 3-A-5, Class
3-A-7, Class
3-A-9, Class 3-A-12, Class 3-A-17, Class 3-A-35 and Class 3-IO
Certificates are
Interest Only Certificates and have no Class Certificate Balance. A
Class of
Exchangeable Certificates has no Class Certificate Balance.
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class (other than the Exchangeable 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
distributable on such
Class (or, in the case of the Class 3-A-14 and Class 3-A-15
Certificates prior
to the applicable Accretion Termination Date, the amount included
in the Class
3-A-14 Accrual Distribution Amount or Class 3-A-15 Accrual
Distribution Amount,
as applicable, pursuant to clause (i) of the definition thereof,
but not
distributed as interest on the Class 3-A-14 and Class 3-A-15
Certificates) on
such Distribution Date pursuant to clause (i) of the definition of
"Interest
Distribution Amount."
Class Unpaid Interest Shortfall: As to any Distribution Date
and
each interest-bearing Class (other than the Exchangeable
Certificates), the
amount by which the aggregate Class Interest Shortfalls for such
Class (or, in
the case of the Class 3-A-14 and Class 3-A-15 Certificates prior to
the
applicable Accretion Termination Date, the amount included in the
Class 3-A-14
Accrual Distribution Amount or Class 3-A-15 Accrual Distribution
Amount, as
applicable, pursuant to clause (ii) of the definition thereof, but
not
distributed as interest on the Class 3-A-14 and Class 3-A-15
Certificates) on
prior Distribution Dates exceeds the amount of interest actually
distributable
on such Class on such prior Distribution Dates pursuant to clause
(ii) of the
definition of "Interest Distribution Amount."
Closing Date: March 29, 2007.
Code: The Internal Revenue Code of 1986, as amended.
Collection Amount: As to any Distribution Date and Loan Group,
the
excess of (a) the sum of (i) the aggregate of (A) the interest
portion of any
Monthly Payment on a Mortgage Loan in such Loan Group (net of the
Servicing Fee)
and the principal portion of any Monthly Payment on a Mortgage Loan
in such Loan
Group due on the Due Date in the month in which such Distribution
Date occurs
and which is received prior to the related Determination Date (or
in the case of
any Monthly Covered Amount, the related Remittance Date) and (B)
all Periodic
Advances and payments of Compensating Interest made by the Servicer
in respect
of such Loan Group and Distribution Date deposited to the Servicer
Custodial
Account pursuant to Section 3.08(b)(vii); (ii) all Liquidation
Proceeds received
on the Mortgage Loans in such Loan Group during the preceding
calendar month and
deposited to the Servicer Custodial Account pursuant to Section
3.08(b)(iii);
(iii) all Principal Prepayments (other than Total Covered Amounts)
received on
the Mortgage Loans in such Loan Group during the month preceding
the month of
such Distribution Date and deposited to the Servicer Custodial
Account pursuant
to Section 3.08(b)(i) during such period and all Total Covered
Amounts received
and deposited in the Servicer Custodial Account by the related
Remittance Date;
(iv) in connection with Defective Mortgage Loans in such Loan
Group, as
applicable, the aggregate of the Repurchase Prices and Substitution
Adjustment
Amounts deposited on the related Remittance Date pursuant to
Section
3.08(b)(vi); (v) any other amounts in the Servicer Custodial
Account deposited
therein pursuant to Sections 3.08(b)(iv) and (v) in respect of such
Distribution
Date and such Loan Group; (vi) any Reimbursement Amount required to
be included
pursuant to Section 5.02(a); and (vii) any Non-PO Recovery with
respect to such
Distribution Date over (b) any (i) amounts permitted to be
withdrawn from the
Servicer Custodial Account pursuant to clauses (i) through (vii),
inclusive, of
Section 3.11(a) in respect of such Loan Group and (ii) amounts
permitted to be
withdrawn from the Certificate Account pursuant to clause (ii) of
Section
3.11(b) in respect of such Loan Group.
Combination Group: Each Exchangeable Combination and
Exchangeable
REMIC Combination having the .same numerical designation as set
forth on Exhibit
U.
Compensating Interest: With respect to any Distribution Date,
the
least of (a) the aggregate Servicing Fee for such Distribution Date
(before
giving effect to any reduction pursuant to Section 3.17), (b) the
Prepayment
Interest Shortfall for such Distribution Date and (c) one-twelfth
of 0.25% of
the Pool Stated Principal Balances of Loan Group 1, Loan Group 2,
Assumed Loan
Group 3 and Assumed Loan Group 4. To the extent that the aggregate
Prepayment
Interest Shortfall for a Distribution Date exceeds Compensating
Interest, the
Compensating Interest for such Distribution Date shall be allocated
between the
Loan Groups in proportion to the respective Prepayment Interest
Shortfalls
relating to such Loan Groups.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal corporate trust office of
the
Trustee at which at any particular time its corporate trust
business with
respect to this Agreement is conducted, which office at the date of
the
execution of this instrument is located at 9062 Old Annapolis Road,
Columbia,
Maryland 21045-1951, Attention: Corporate Trust Services - BOALT
2007-1, and for
certificate transfer purposes is located at Sixth Street and
Marquette Avenue,
Minneapolis, Minnesota 55479, Attention: Corporate Trust Services -
BOALT
2007-1, or at such other address as the Trustee may designate from
time to time
by notice to the Certificateholders, the Depositor and the
Servicer.
Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Middle-Tier Interests, the Corresponding Upper-Tier
Class or
Classes, as follows:
Uncertificated
Corresponding Upper-Tier
Middle-Tier Interest
Class or Classes
---------------------------------
----------------------------------------------
Class 1-A-M1 Interest
Class 1-A-1 Certificates
Class 2-A-M1 Interest
Class 2-A-1 and Class 2-A-2 Certificates
Class 3-A-M1 Interest
Class 3-A-1, Class 3-A-2 and Class 3-A-3
Certificates
Class 3-A-M4 Interest
Class 3-A-4 and Class 3-A-5 Certificates
Class 3-A-M6 Interest
Class 3-A-6 and Class 3-A-7 Certificates
Class 3-A-M8 Interest
Class 3-A-8 and Class 3-A-9 Certificates
Class 3-A-M10 Interest
Class 3-A-10, Class 3-A-13, Class 3-A-14 and
Class 3-A-15 Certificates
Class 3-A-M11 Interest
Class 3-A-11 and Class 3-A-12 Certificates
Class 3-A-M16 Interest
Class 3-A-16 and Class 3-A-17 Certificates
Class 3-A-MUR Interest
Class 3-A-R Certificate
Class 3-MIO Interest
Class 3-IO Certificates
Class 3-MPO Interest
Class 3-PO Certificates
Class 4-A-M1 Interest
Class 4-A-1 Certificates
Class M-M1 Interest
Class M, Class B-1,
Class B-2, Class
B-3,
Class B-4, Class B-5 and Class B-6
Certificates
Custodian: Initially, the Trustee, and thereafter the Custodian,
if
any, hereafter appointed by the Trustee pursuant to Section 9.12.
The Custodian
may (but need not) be the Trustee or any Person directly or
indirectly
controlling or controlled by or under common control of either of
them. Neither
the Servicer nor the Depositor, nor any Person directly or
indirectly
controlling or controlled by or under common control with any such
Person may be
appointed Custodian.
Customary Servicing Procedures: With respect to the Servicer,
procedures (including collection procedures) that the Servicer
customarily
employs and exercises in servicing and administering mortgage loans
for its own
account and which are in accordance with accepted mortgage
servicing practices
of prudent lending institutions servicing mortgage loans of the
same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties
are located.
Cut-off Date: March 1, 2007.
Cut-off Date Pool Principal Balance: For each Loan Group, the
aggregate of the Cut-off Date Principal Balances of the Mortgage
Loans in such
Loan Group, which is $41,227,152.83 for Loan Group 1,
$87,922,385.32 for Loan
Group 2 and $227,064,377.32 for Loan Group 3.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid
principal balance thereof as of the close of business on the
Cut-off Date,
reduced by all installments of principal due on or prior thereto
whether or not
paid.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (i) the Monthly Payment due on
the related Due
Date under the terms of such Mortgage Loan over (ii) the amount of
the monthly
payment of principal and/or interest required to be paid with
respect to such
Due Date by the Mortgagor as established by a court of competent
jurisdiction
(pursuant to an order which has become final and nonappealable) as
a result of a
proceeding initiated by or against the related Mortgagor under the
Bankruptcy
Code, as amended from time to time (11 U.S.C.); provided that no
such excess
shall be considered a Debt Service Reduction so long as (a) the
Servicer is
pursuing an appeal of the court order giving rise to any such
modification and
(b)(1) such Mortgage Loan is not in default with respect to payment
due
thereunder in accordance with the terms of such Mortgage Loan as in
effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the
Servicer in
accordance with the terms of such Mortgage Loan as in effect on the
Cut-off
Date.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that
became
the subject of a Debt Service Reduction.
Defective Mortgage Loan: Any Mortgage Loan which is required to
be
cured, repurchased or substituted for pursuant to Section 2.02 or
2.04.
Deficient Valuation: As to any Mortgage Loan and any
Determination
Date, the excess of (i) the then outstanding indebtedness under
such Mortgage
Loan over (ii) the secured valuation thereof established by a court
of competent
jurisdiction (pursuant to an order which has become final and
nonappealable) as
a result of a proceeding initiated by or against the related
Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant
to which
such Mortgagor retained such Mortgaged Property; provided that no
such excess
shall be considered a Deficient Valuation so long as (a) the
Servicer is
pursuing an appeal of the court order giving rise to any such
modification and
(b)(1) such Mortgage Loan is not in default with respect to
payments due
thereunder in accordance with the terms of such Mortgage Loan as in
effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the
Servicer in
accordance with the terms of such Mortgage Loan as in effect on the
Cut-off
Date.
Deficient Valuation Mortgage Loan: Any Mortgage Loan that became
the
subject of a Deficient Valuation.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Denomination: The amount, if any, specified on the face of each
Certificate (other than an Interest Only Certificate) representing
the principal
portion of the Initial Class Certificate Balance (or Maximum
Initial Class
Certificate Balance) evidenced by such Certificate. As to any
Interest Only
Certificate of a Class, the amount specified on the face of such
Certificate
representing the portion of the Initial Notional Amount (or Maximum
Initial
Notional Amount) of such Class evidenced by such Certificate.
Depositor: Banc of America Mortgage Securities, Inc., a
Delaware
corporation, or its successor in interest, as depositor of the
Trust Estate.
Depository: The Depository Trust Company, the nominee of which
is
Cede & Co., as the registered Holder of the Book-Entry
Certificates or any
successor thereto appointed in accordance with this Agreement. The
Depository
shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of
the Uniform Commercial Code of the State of New York.
Depository Participant: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination Date: As to any Distribution Date, the 16th day of
the
month of the related Distribution Date or, if such 16th day is not
a Business
Day, the Business Day immediately preceding such 16th day.
Discount Mortgage Loan: Any Group 3 Discount Mortgage Loan.
Distribution Date: The 25th day of each month beginning in
April
2007 (or, if such day is not a Business Day, the next Business
Day).
Due Date: As to any Distribution Date and each Mortgage Loan,
the
first day in the calendar month of such Distribution Date.
Eligible Account: Any of (i) an account or accounts maintained
with
(a) Bank of America, or (b) a federal or state chartered depository
institution
or trust company the short-term unsecured debt obligations of which
(or, in the
case of a depository institution or trust company that is the
principal
subsidiary of a holding company, the debt obligations of such
holding company)
have the highest short-term ratings of each Rating Agency at the
time any
amounts are held on deposit therein, or (ii) an account or accounts
in a
depository institution or trust company in which such accounts are
insured by
the FDIC (to the limits established by the FDIC) and the uninsured
deposits in
which accounts are otherwise secured such that, as evidenced by an
Opinion of
Counsel delivered to the Trustee and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such
account or a
perfected first priority security interest against any collateral
(which shall
be limited to Permitted Investments) securing such funds that is
superior to
claims of any other depositors or creditors of the depository
institution or
trust company in which such account is maintained, or (iii) a trust
account or
accounts maintained with the trust department of a federal or state
chartered
depository institution or trust company, acting in its fiduciary
capacity or
(iv) any other account acceptable to each Rating Agency. Eligible
Accounts may
bear interest and may include, if otherwise qualified under this
definition,
accounts maintained with the Trustee or Bank of America.
ERISA: The
Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: Any Class 3-A-2, Class 3-A-10,
Class
3-A-13, Class 3-A-20, Class 3-A-22, Class M, Class B-1, Class B-2,
Class B-3,
Class B-4, Class B-5 or Class B-6 Certificate.
Escrow Account: As defined in Section 3.09(a).
Escrow Payments: The amounts constituting taxes, assessments,
Primary Insurance Policy premiums, fire and hazard insurance
premiums and other
payments as may be required to be escrowed by the Mortgagor with
the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
Events of Default: As defined in Section 8.01.
Excess Proceeds: With respect to any Liquidated Mortgage Loan,
the
amount, if any, by which the sum of any Liquidation Proceeds of
such Mortgage
Loan received in the calendar month in which such Mortgage Loan
became a
Liquidated Mortgage Loan, net of any amounts previously reimbursed
to the
Servicer as Nonrecoverable Advance(s) with respect to such Mortgage
Loan
pursuant to Section 3.11(a)(iii), exceeds (i) the unpaid principal
balance of
such Liquidated Mortgage Loan as of the Due Date in the month in
which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued
interest at
the Mortgage Interest Rate from the Due Date as to which interest
was last paid
or for which a Periodic Advance was made (and not reimbursed) up to
the Due Date
applicable to the Distribution Date immediately following the
calendar month
during which such liquidation occurred.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Exchangeable Certificate Grantor Trust Account: The sub-account
of
the Certificate Account designated by the Trustee pursuant to
Section
5.10(b)(i).
Exchangeable Certificates: The Class 3-A-18, Class 3-A-19,
Class
3-A-20, Class 3-A-21, Class 3-A-22, Class 3-A-23, Class 3-A-24,
Class 3-A-25,
Class 3-A-26, Class 3-A-27, Class 3-A-28, Class 3-A-29, Class
3-A-30, Class
3-A-31, Class 3-A-32, Class 3-A-33, Class 3-A-34 and Class
3-A-35.
Exchangeable Classes: The Classes of Exchangeable Certificates.
Exchangeable Combination: Any of the Exchangeable Combination
1,
Exchangeable Combination 2, Exchangeable Combination 3,
Exchangeable Combination
4, Exchangeable Combination 5, Exchangeable Combination 6,
Exchangeable
Combination 7, Exchangeable Combination 8, Exchangeable Combination
9,
Exchangeable Combination 10, Exchangeable Combination 11,
Exchangeable
Combination 12, Exchangeable Combination 13, Exchangeable
Combination 14,
Exchangeable Combination 15, Exchangeable Combination 16,
Exchangeable
Combination 17 and Exchangeable Combination 18, as applicable.
Exchangeable Combination 1: The Class 3-A-18 Certificates.
Exchangeable Combination 2: The Class 3-A-19 Certificates.
Exchangeable Combination 3: The Class 3-A-20 Certificates.
Exchangeable Combination 4: The Class 3-A-21 Certificates.
Exchangeable
Combination 5: The Class 3-A-22 Certificates.
Exchangeable Combination 6: The Class 3-A-23 Certificates.
Exchangeable Combination 7: The Class 3-A-24 Certificates.
Exchangeable Combination 8: The Class 3-A-25 Certificates.
Exchangeable Combination 9: The Class 3-A-26 Certificates.
Exchangeable Combination 10: The Class 3-A-27 Certificates.
Exchangeable Combination 11: The Class 3-A-28 Certificates.
Exchangeable Combination 12: The Class 3-A-29 Certificates.
Exchangeable Combination 13: The Class 3-A-30 Certificates.
Exchangeable Combination 14: The Class 3-A-31 Certificates.
Exchangeable Combination 15: The Class 3-A-32 Certificates.
Exchangeable Combination 16: The Class 3-A-33 Certificates.
Exchangeable Combination 17: The Class 3-A-34 Certificates.
Exchangeable Combination 18: The Class 3-A-35 Certificates.
Exchangeable REMIC Certificates: The Class 3-A-1, Class 3-A-2,
Class
3-A-3, Class 3-A-4, Class 3-A-5, Class 3-A-6, Class 3-A-7, Class
3-A-8, Class
3-A-9, Class 3-A-12, Class 3-A-13 and Class 3-A-17
Certificates.
Exchangeable REMIC Classes: The Classes of Exchangeable REMIC
Certificates.
Exchangeable REMIC Combination: Any of the Exchangeable REMIC
Combination 1, Exchangeable REMIC Combination 2, Exchangeable REMIC
Combination
3, Exchangeable REMIC Combination 4, Exchangeable REMIC Combination
5,
Exchangeable REMIC Combination 6, Exchangeable REMIC Combination 7,
Exchangeable
REMIC Combination 8, Exchangeable REMIC Combination 9, Exchangeable
REMIC
Combination 10, Exchangeable REMIC Combination 11, Exchangeable
REMIC
Combination 12, Exchangeable REMIC Combination 13, Exchangeable
REMIC
Combination 14, Exchangeable REMIC Combination 15, Exchangeable
REMIC
Combination 16, Exchangeable REMIC Combination 17 and Exchangeable
REMIC
Combination 18, as applicable.
Exchangeable REMIC Combination 1: The Class 3-A-1 and Class
3-A-2
Certificates.
Exchangeable REMIC Combination 2: The Class 3-A-1 and Class
3-A-3
Certificates.
Exchangeable REMIC Combination 3: The Class 3-A-2 and Class
3-A-3
Certificates.
Exchangeable REMIC Combination 4: The Class 3-A-1, Class 3-A-2
and
Class 3-A-3 Certificates.
Exchangeable REMIC Combination 5: The Class 3-A-2, Class 3-A-3
and
Class 3-A-13 Certificates.
Exchangeable REMIC Combination 6: The Class 3-A-4 and Class
3-A-5
Certificates.
Exchangeable REMIC Combination 7: The Class 3-A-4 and Class
3-A-5
Certificates.
Exchangeable REMIC Combination 8: The Class 3-A-6 and Class
3-A-7
Certificates.
Exchangeable REMIC Combination 9: The Class 3-A-6 and Class
3-A-7
Certificates.
Exchangeable REMIC Combination 10: The Class 3-A-8 and Class
3-A-9
Certificates.
Exchangeable REMIC Combination 11: The Class 3-A-8 and Class
3-A-9
Certificates..
Exchangeable REMIC Combination 12: The Class 3-A-4 and Class
3-A-6
Certificates.
Exchangeable REMIC Combination 13: The Class 3-A-4, Class
3-A-5,
Class 3-A-6 and Class 3-A-7 Certificates.
Exchangeable REMIC Combination 14: The Class 3-A-4, Class
3-A-5,
Class 3-A-6 and Class 3-A-7 Certificates.
Exchangeable REMIC Combination 15: The Class 3-A-4, Class 3-A-6
and
Class 3-A-8 Certificates.
Exchangeable REMIC Combination 16: The Class 3-A-4, Class
3-A-5,
Class 3-A-6, Class 3-A-7, Class 3-A-8 and Class 3-A-9
Certificates.
Exchangeable REMIC Combination 17: The Class 3-A-4, Class
3-A-5,
Class 3-A-6, Class 3-A-7, Class 3-A-8 and Class 3-A-9
Certificates.
Exchangeable REMIC Combination 18: The Class 3-A-12 and Class
3-A-17
Certificates.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
Final Distribution Date: The Distribution Date on which the
final
distribution in respect of the Certificates will be made pursuant
to Section
10.01.
Financial Market Service: Bloomberg Financial Service and any
other
financial information provider designated by the Depositor by
written notice to
the Trustee.
FIRREA: The Financial Institutions Reform, Recovery and
Enforcement
Act of 1989, as amended.
Fitch: Fitch Ratings, or any successor thereto.
Form 8-K: As defined in Section 3.22(a).
Form 8-K Information: As defined in Section 3.22(d).
Form 10-D: As defined in Section 3.22(a).
Form 10-K: As defined in Section 3.22(a).
Fractional Interest: As defined in Section 5.02(d).
Grantor Trust: That portion of the Trust exclusive of the
REMICs
consisting of (i) the right of (a) the Class 3-A-11 Certificates to
receive
amounts from the Class 3-A-11 Reserve Fund and (b) the Class 3-A-16
Certificates
to receive amounts from the Class 3-A-16 Reserve Fund, (ii) the
Yield
Maintenance Agreements and the Reserve Funds and (iii) any
interests in the
Exchangeable REMIC Certificates beneficially owned in the form of
Exchangeable
Certificates and rights with respect thereto.
Group: Any of Group 1, Group 2, Group 3 or Group 4
Group 1: The Group 1 Senior Certificates.
Group 1 Mortgage Loan: Each Mortgage Loan listed on the
Mortgage
Loan Schedule as a Group 1 Mortgage Loan.
Group 1 Senior Certificates: Class 1-A-1 Certificates.
Group 1 Senior Principal Distribution Amount: With respect to
any
Distribution Date, an amount equal to the Total Senior Principal
Distribution
Amount for Loan Group 1 for such Distribution Date.
Group 2: The Group 2 Senior Certificates.
Group 2 Mortgage Loan: Each Mortgage Loan listed on the
Mortgage
Loan Schedule as a Group 2 Mortgage Loan.
Group 2 Senior Certificates: Class 2-A-1 and Class 2-A-2
Certificates.
Group 2 Senior Principal Distribution Amount: With respect to
any
Distribution Date, an amount equal to 86.4254982888% of the Total
Senior
Principal Distribution Amount for Loan Group 2 for such
Distribution Date.
Group 3: The Group 3 Senior Certificates.
Group 3 Discount Mortgage Loan: A Group 3 Mortgage Loan with a
Net
Mortgage Interest Rate as of the Cut-off Date less than 6.000% per
annum.
Group 3 Mortgage Loan: Each Mortgage Loan listed on the
Mortgage
Loan Schedule as a Group 3 Mortgage Loan.
Group 3 Premium Mortgage Loan: A Group 3 Mortgage Loan with a
Net
Mortgage Interest Rate as of the Cut-off Date equal to or greater
than 6.000%
per annum.
Group 3 Priority Amount: As to any Distribution Date, the lesser
of
(i) the aggregate Class Certificate Balance of the Class 3-A-1,
Class 3-A-2 and
Class 3-A-13 Certificates and (ii) the product of (a) the Non-PO
Principal
Amount for Assumed Loan Group 3, (b) the Shift Percentage and (c)
the Group 3
Priority Percentage.
Group 3 Priority Percentage: As to any Distribution Date, (i)
the
aggregate Class Certificate Balance of the Class 3-A-1, Class 3-A-2
and Class
3-A-13 Certificates divided by (ii) the Pool Stated Principal
Balance (Non-PO
Portion) for Assumed Loan Group 3.
Group 3 Senior Certificates: The Class 3-A-1, Class 3-A-2,
Class
3-A-3, Class 3-A-4, Class 3-A-5, Class 3-A-6, Class 3-A-7, Class
3-A-8, Class
3-A-9, Class 3-A-10, Class 3-A-11, Class 3-A-12, Class 3-A-13,
Class 3-A-14,
Class 3-A-15, Class 3-A-16, Class 3-A-17, Class 3-A-R, Class 3-IO
and Class 3-PO
Certificates.
Group 3 Senior Principal Distribution Amount: With respect to
any
Distribution Date, an amount equal to the Total Senior Principal
Distribution
Amount for Assumed Loan Group 3 for such Distribution Date.
Group 4: The Group 4 Senior Certificates.
Group 4 Senior Certificates: The Class 4-A-1 Certificates.
Group 4 Senior Principal Distribution Amount: With respect to
any
Distribution Date, an amount equal to the sum of (i) 13.5745017112%
of the Total
Senior Principal Distribution Amount for Loan Group 2 for such
Distribution Date
and (ii) the Total Senior Principal Distribution Amount for Assumed
Loan Group 4
for such Distribution Date.
Group Subordinate Amount: With respect to any Distribution Date
and
(a) Loan Group 1 is the excess of the Pool Stated Principal Balance
for Loan
Group 1 over the aggregate Class Certificate Balance of the Senior
Non-PO
Certificates of such Group immediately prior to such date, (b) Loan
Group 2 is
the excess of the Pool Stated Principal Balance for Loan Group 2
over the sum of
(1) the aggregate Class Certificate Balance of the Senior Non-PO
Certificates of
Group 2 immediately prior to such date and (2) the Loan Group 2
Class 4-A-1
Portion immediately prior to such date, (c) Assumed Loan Group 3 is
the excess
of the Pool Stated Principal Balance (Non-PO Portion) for Assumed
Loan Group 3
over the aggregate Class Certificate Balance of the Senior Non-PO
Certificates
of Group 3 immediately prior to such date and (d) Assumed Loan
Group 4 is the
excess of the Pool Stated Principal Balance (Non-PO Portion) for
Assumed Loan
Group 4 over the Loan Group 3 Class 4-A-1 Portion immediately prior
to such
date.
Holder: A Certificateholder.
Independent: When used with respect to any specified Person
means
such a Person who (i) is in fact independent of the Depositor and
the Servicer,
(ii) does not have any direct financial interest or any material
indirect
financial interest in the Depositor or the Servicer or in an
affiliate of either
of them, and (iii) is not connected with the Depositor or the
Servicer as an
officer, employee, promoter, underwriter, trustee, partner,
director or person
performing similar functions.
Initial Class Certificate Balance: As to each Class of
Certificates
(other than the Exchangeable REMIC Certificates, the Exchangeable
Certificates
and the Interest Only Certificates), the Class Certificate Balance
set forth in
the Preliminary Statement. The Interest Only Certificates have no
Initial Class
Certificate Balance.
Initial Notional Amount: As to each Class of Interest Only
Certificates (other than the Exchangeable REMIC Certificates and
Exchangeable
Certificates), the respective Notional Amounts set forth in the
Preliminary
Statement.
Insurance Policy: With respect to any Mortgage Loan included in
the
Trust Estate, any 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
interest-bearing Class of Certificates (other than the Class
3-A-11, Class
3-A-12, Class 3-A-16, Class 3-A-17 and Class 3-A-35 Certificates)
of such
Distribution Date to but not including the first day of the
calendar month of
such Distribution Date. As to any Distribution Date and the Class
3-A-11, Class
3-A-12, Class 3-A-16, Class 3-A-17 and Class 3-A-35 Certificates,
the period
from and including the 25th day of the calendar month preceding the
calendar
month in which such Distribution Date occurs and ending on the 24th
day of the
calendar month in which such Distribution Date occurs.
Interest Distribution Amount: For any Distribution Date and
each
interest-bearing Class (other than the Exchangeable 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 3-A-3,
Class 3-A-5, Class 3-A-7, Class 3-A-9, Class 3-A-12, Class 3-A-17,
Class 3-A-35
and Class 3-IO Certificates are the only Classes of Interest Only
Certificates.
LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations for one-month U.S. Dollar
deposits, as
determined by the Trustee in accordance with Section 5.09.
LIBOR Business Day: Any Business Day on which banks are open
for
dealing in foreign currency and exchange in London, England and the
City of New
York.
LIBOR Certificates: Any of the Class 3-A-11, Class 3-A-12,
Class
3-A-16, Class 3-A-17 and Class 3-A-35 Certificates.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (including any REO Property) that was
liquidated in the
calendar month preceding the month of such Distribution Date and as
to which the
Servicer has certified (in accordance with this Agreement) that it
has received
all proceeds it expects to receive in connection with the
liquidation of such
Mortgage Loan including the final disposition of an REO
Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of
defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or
otherwise or
amounts received in connection with any condemnation or partial
release of a
Mortgaged Property and any other proceeds received in connection
with an REO
Property, less the sum of related unreimbursed Servicing Fees and
Advances.
Loan Group: Any of Loan Group 1, Loan Group 2 or Loan Group 3.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2 Class 4-A-1 Portion: For any Distribution Date
equals
27.9130413454% of the initial Class Certificate Balance of the
Class 4-A-1
Certificates, less (i) all distributions of principal made to the
Class 4-A-1
Certificates from collections relating to Loan Group 2 and payments
of principal
to the Class 4-A-1 Certificates under Section 5.02(b)(vi) from
amounts relating
to a Group other than Group 2 and (ii) losses allocated to the
Class 4-A-1
Certificates resulting from Realized Losses on the Mortgage Loans
in Loan Group
2.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan Group 3 Class 4-A-1 Portion: For any Distribution Date
equals
72.0869586186% of the initial Class Certificate Balance of the
Class 4-A-1
Certificates, less (i) all distributions of principal made to the
Class 4-A-1
Certificates from collections relating to Loan Group 3 and payments
of principal
to the Class 4-A-1 Certificates under Section 5.02(b)(vi) from
amounts relating
to a Group other than Group 3 and (ii) losses allocated to the
Class 4-A-1
Certificates resulting from Realized Losses on the Mortgage Loans
in Loan Group
3.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any
date
of determination, the fraction, expressed as a percentage, the
numerator of
which is the outstanding principal balance of the related Mortgage
Loan at the
date of determination and the denominator of which is the Appraised
Value of the
related Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 5.02(a).
Lower-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Mortgage Loans, such amounts as
shall from time
to time be held in the Certificate Account (other than amounts held
in respect
of the Upper-Tier Certificate Sub-Account or the Exchangeable
Certificates
Grantor Trust Account), the insurance policies, if any, relating to
a Mortgage
Loan and property which secured a Mortgage Loan and which has been
acquired by
foreclosure or deed in lieu of foreclosure.
Maximum Initial Class Certificate Balance: As to each Class of
Exchangeable REMIC Certificates and Exchangeable Certificates
(other than a
Class of Interest Only Certificates), the amount for such Class set
forth in the
table in the Preliminary Statement under the heading "Initial Class
Certificate
Balance or Notional Amount."
Maximum Initial Class Notional Amount: As to each Class of
Exchangeable REMIC Certificates which is a Class of Interest Only
Certificates,
the amount for such Class set forth in the table in the Preliminary
Statement
under the heading "Initial Class Certificate Balance or Notional
Amount."
Maximum Class Certificate Balance: As of any Determination Date
and
Class of Exchangeable Certificates (other than a Class of Interest
Only
Certificates), the portion of the Initial Maximum Class Certificate
Balance that
would be outstanding assuming all Related Exchangeable REMIC
Certificates have
been exchanged.
Maximum Notional Amount: As of any Determination Date and Class
of
Exchangeable Certificates that are Interest Only Certificates, the
portion of
the Initial Maximum Notional Amount that would be outstanding
assuming all
Related Exchangeable REMIC Certificates have been exchanged.
MERS: As defined in Section 2.01(b)(iii).
Monthly Covered Amount: As defined in the Mortgage Loan
Purchase
Agreement.
Monthly Payment: The scheduled monthly payment on a Mortgage
Loan
due on any Due Date allocable to principal and/or interest on such
Mortgage Loan
which, unless otherwise specified herein, shall give effect to any
related Debt
Service Reduction and any Deficient Valuation that affects the
amount of the
monthly payment due on such Mortgage Loan or the Monthly Covered
Amount
representing such scheduled monthly payment.
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.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum
rate
of interest at which interest accrues on the principal balance of
such Mortgage
Loan in accordance with the terms of the related Mortgage Note.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated March 29, 2007, between Bank of America, as
seller, and the
Depositor, as purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time
to
time amended by the Servicer to reflect the addition of Substitute
Mortgage
Loans and the deletion of Defective Mortgage Loans pursuant to the
provisions of
this Agreement) transferred to the Trustee as part of the Trust
Estate and from
time to time subject to this Agreement, 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 closing date of such Mortgage Loan and (xvii) the Loan
Group of such
Mortgage Loan. With respect to the Mortgage Loans in the aggregate,
the Mortgage
Loan Schedule shall set forth the following information, as of the
Cut-off Date:
(i) the number of Mortgage Loans; (ii) the current aggregate
outstanding
principal balance of the Mortgage Loans; (iii) the weighted average
Mortgage
Interest Rate of the Mortgage Loans; and (iv) the weighted average
months to
maturity of the Mortgage Loans.
Mortgage Loans: Such of the mortgage loans transferred and
assigned
to the Trustee pursuant to Section 2.01 as from time to time are
held as a part
of the Trust Estate (including any Substitute Mortgage Loans and
REO Property),
the Mortgage Loans originally so held being identified in the
Mortgage Loan
Schedule. With respect to Assumed Loan Group 3, a Mortgage Loan
refers to
86.4254982888% of each Group 3 Mortgage Loan. With respect to
Assumed Loan Group
4, a Mortgage Loan refers to 13.5745017112% of each Group 3
Mortgage Loan.
Mortgage Note: The originally executed note or other evidence
of
indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan,
together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which may include Co-op Shares or residential long-term
leases.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Interest Rate: As to any Mortgage Loan and
Distribution
Date, such Mortgage Loan's Mortgage Interest Rate thereon on the
first day of
the month preceding the month of the related Distribution Date
reduced by (i)
the Servicing Fee Rate and (ii) the Trustee Fee Rate.
Net WAC: As to any Loan Group and any Distribution Date, the
weighted average of the Net Mortgage Interest Rates of the Mortgage
Loans in
such Loan Group (based on the Stated Principal Balances of the
Mortgage Loans in
such Loan Group on the Due Date in the month preceding the month of
such
Distribution Date).
Non-PO Percentage: As to any Group 1 Mortgage Loan, any Group 2
Mortgage Loan and any Mortgage Loan in Assumed Loan Group 4, 100%.
As to any
Mortgage Loan in Assumed Loan Group 3, an amount equal to the
lesser of (a) the
Net Mortgage Interest Rate as of the Cut-off Date divided by 6.000%
or (b) 100%.
Non-PO Principal Amount: As to any Distribution Date and Loan
Group
or Assumed Loan Group, in the case of Loan Group 3, will equal for
each Mortgage
Loan in such Loan Group or, in the case of each Assumed Loan Group,
each
Mortgage Loan in Loan Group 3, the sum of:
(i) the
sum of the applicable Non-PO Percentage of:
(a) the applicable Allocation Percentage of the principal portion
of
each Monthly Payment due on such Mortgage Loan on the related Due
Date;
(b) the applicable Allocation Percentage of the Stated
Principal
Balance, as of the date of repurchase, of such Mortgage Loan that
was
repurchased by the Depositor pursuant to this Agreement during the
calendar
month preceding the month of such Distribution Date;
(c) the applicable Allocation Percentage of any Substitution
Adjustment Amount in connection with a Defective Mortgage Loan
received during
the calendar month preceding the month of such Distribution
Date;
(d) the applicable Allocation Percentage of any Liquidation
Proceeds
allocable to recoveries of principal of such Mortgage Loan that is
not yet a
Liquidated Mortgage Loan received during the calendar month
preceding the month
of such Distribution Date;
(e) the applicable Allocation Percentage for such Mortgage Loan
that
became a Liquidated Mortgage Loan during the calendar month
preceding the month
of such Distribution Date, the amount of Liquidation Proceeds
(excluding Excess
Proceeds) allocable to principal received with respect to such
Mortgage Loan
during the calendar month preceding the month of such Distribution
Date; and
(f) the applicable Allocation Percentage of all Principal
Prepayments on such Mortgage Loan received during the calendar
month preceding
the month of such Distribution Date; and
(ii) the
Non-PO Recovery for such Distribution Date.
Non-PO Recovery: As to any Distribution Date and Loan Group,
the
amount of all Recoveries received with respect to such Loan Group
or Assumed
Loan Group during the calendar month preceding the month of such
Distribution
Date less the PO Recovery with respect to such Loan Group or
Assumed Loan Group
for such Distribution Date.
Non-Supported Interest Shortfalls: As to any Distribution Date,
the
amount, if any, by which the aggregate of Prepayment Interest
Shortfalls exceeds
Compensating Interest for such Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made
or
proposed to be made in respect of a Mortgage Loan which has not
been previously
reimbursed and which, in the good faith judgment of the Servicer,
will not or,
in the case of a proposed Advance, would not be ultimately
recoverable from the
related Mortgagor, related Liquidation Proceeds, or other
recoveries in respect
of the related Mortgage Loan.
Notional Amount: With respect to: (i) the Class 3-IO
Certificates
and any date of determination, the Class 3-IO Notional Amount, (ii)
the Class
3-A-3 Certificates and any date of determination, the Class 3-A-3
Notional
Amount, (iii) the Class 3-A-5 Certificates and any date of
determination, the
Class 3-A-5 Notional Amount, (iv) the Class 3-A-7 Certificates and
any date of
determination, the Class 3-A-7 Notional Amount, (v) the Class 3-A-9
Certificates
and any date of determination, the Class 3-A-9 Notional Amount,
(vi) the Class
3-A-12 Certificates and any date of determination, the Class 3-A-12
Notional
Amount and (vii) the Class 3-A-17 Certificates and any date of
determination,
the Class 3-A-17 Notional Amount.
OCC: The Office of the Comptroller of the Currency.
Offered Certificates: The Senior, Class M, Class B-1, Class B-2
and
Class B-3 Certificates.
Officer's Certificate: A certificate signed by the Chairman of
the
Board, Vice Chairman of the Board, President or a Vice President
and by the
Treasurer, the Secretary or one of the Assistant Treasurers or
Assistant
Secretaries, or any other duly authorized officer of the Depositor
or the
Servicer, as the case may be, and delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel acceptable to
the
Trustee, who may be counsel for the Depositor or the Servicer,
except that any
opinion of counsel relating to the qualification of the Trust
Estate as three
separate REMICs or compliance with the REMIC Provisions must be an
opinion of
Independent counsel.
Original Fractional Interest: With respect to each of the
following
Classes of Subordinate Certificates, the corresponding percentage
described
below, as of the Closing Date:
Class M
4.41%
Class B-1
3.41%
Class B-2
2.25%
Class B-3
1.40%
Class B-4
0.85%
Class B-5
0.40%
Class B-6
0.00%
Original Subordinate Class Certificate Balance: $17,989,000.00.
OTS: The Office of Thrift Supervision.
Outstanding Certificate: Any Outstanding Exchangeable Certificate
or
Outstanding Exchangeable REMIC Certificate.
Outstanding Exchangeable Certificate: Any Exchangeable
Certificate
issued hereunder; provided, however, that upon the exchange of any
Exchangeable
Certificate pursuant to Section 6.04 hereof, the Exchangeable
Certificate so
exchanged shall be deemed no longer to be an Outstanding
Exchangeable
Certificate, and each Exchangeable REMIC Certificate issued in
exchange therefor
shall be deemed to be an Outstanding Exchangeable REMIC
Certificate.
Outstanding Exchangeable REMIC Certificate: Any Exchangeable
REMIC
Certificate issued hereunder; provided, however, that upon the
exchange of any
Exchangeable REMIC Certificate pursuant to Section 6.04 hereof, the
Exchangeable
REMIC Certificate so exchanged shall be deemed no longer to be an
Outstanding
Exchangeable REMIC Certificate, and the Exchangeable Certificate
issued in
exchange therefor shall be deemed to be an Outstanding Exchangeable
Certificate.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
which
was not the subject of a Principal Prepayment in Full prior to such
Due Date,
which did not become a Liquidated Mortgage Loan prior to such Due
Date and which
was not purchased from the Trust prior to such Due Date pursuant to
Section 2.02
or 2.04.
Ownership Interest: As to any Certificate, any ownership or
security
interest in such Certificate, including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial, as owner or as pledgee.
PAC Certificates: The PAC Group and the Class 3-A-23, Class
3-A-24,
Class 3-A-25, Class 3-A-26, Class 3-A-27, Class 3-A-28, Class
3-A-29, Class
3-A-30, Class 3-A-31, Class 3-A-32, Class 3-A-33 and Class 3-A-34
Certificates.
PAC Group: The Class
3-A-4, Class 3-A-6, Class 3-A-8 and Class
3-A-10 Certificates.
PAC Principal Amount: As to any Distribution Date and the PAC
Group,
the amount, if any, that would reduce the aggregate Class
Certificate Balance of
the PAC Group to the applicable balance shown in the table set
forth in Exhibit
T with respect to such Distribution Date.
Pass-Through Rate: As to each Class of interest-bearing
Certificates, the per annum rate set forth or described in the
Preliminary
Statement.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate, the percentage
obtained
by dividing the initial Certificate Balance of such Certificate or
the initial
notional amount for a Class of Interest Only Certificates (or the
portion of the
Maximum Initial Class Certificate Balance or Maximum Initial
Notional Amount
represented by such Certificate in the case of an Exchangeable
REMIC Certificate
or Exchangeable Certificate) by the Initial Class Certificate
Balance or Initial
Notional Amount (or the Maximum Initial Class Certificate Balance
or Maximum
Initial Notional Amount in the case of a Class of Exchangeable
REMIC
Certificates or Exchangeable Certificates), as applicable, of the
Class of which
such Certificate is a part. Notwithstanding the foregoing, for
purposes of
making actual distributions of principal or interest, allocating
losses or
allocating Voting Rights among the Outstanding Exchangeable REMIC
Certificates
or Outstanding Exchangeable Certificates of a Class, the Percentage
Interest
refers to each Outstanding Certificate's proportionate share of
such actual
distributions, Realized Losses or Voting Interests based on the
proportion that
such Certificate's Percentage Interest, as defined in the first
sentence of this
definition bears to the aggregate Percentage Interest as defined in
the first
sentence of this definition of all the Outstanding Exchangeable
REMIC
Certificates or Outstanding Exchangeable Certificates of such
Class.
Periodic Advance: The payment required to be made by the
Servicer
with respect to any Distribution Date pursuant to Section 3.20, the
amount of
any such payment being equal to the aggregate of Monthly Payments
(net of the
Servicing Fee) on the Mortgage Loans (including any REO Property)
that were due
on the related Due Date and not received as of the close of
business on the
related Determination Date, less the aggregate amount of any such
delinquent
payments that the Servicer has determined would constitute a
Nonrecoverable
Advance if advanced.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest
by the United States, Freddie Mac, Fannie Mae 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 Freddie Mac or Fannie Mae 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 "F-1" by Fitch;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have
an
original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity
of
more than 365 days or a remaining maturity of more than 30
days)
denominated in United States dollars of any U.S. depository
institution or trust company incorporated under the laws of the
United States or any state thereof, rated not lower than "P-1"
by
Moody's, "A-1" by S&P and "F-1" by Fitch;
(iv) commercial paper (having original maturities of not more
than 365 days) of any corporation incorporated under the laws of
the
United States or any state thereof which is rated not lower
than
"P-1" by Moody's, "A-1" by S&P and "F-1" by Fitch;
(v) investments in money market funds (including funds of the
Trustee or its affiliates, or funds for which an affiliate of
the
Trustee acts as advisor, as well as funds for which the Trustee
and
its affiliates may receive compensation) rated "Aaa" by
Moody's,
either "AAAm" or "AAAm G" by S&P and "AAA" by Fitch (if rated
by
Fitch) or otherwise approved in writing by each Rating Agency;
and
(vi) other obligations or securities that are acceptable to
each Rating Agency and, as evidenced by an Opinion of Counsel
obtained by the Servicer, will not affect the qualification of
the
Trust Estate as three separate REMICs;
provided, however, that no instrument shall be a Permitted
Investment if it
represents either (a) the right to receive only interest payments
with respect
to the underlying debt instrument or (b) the right to receive both
principal and
interest payments derived from obligations underlying such
instrument and the
principal and interest with respect to such instrument provide a
yield to
maturity greater than 120% of the yield to maturity at par of such
underlying
obligations.
Permitted Transferee: Any Person other than (i) the United
States,
or any State or any political subdivision thereof, or any agency
or
instrumentality of any of the foregoing, (ii) a foreign
government,
international organization or any agency or instrumentality of
either of the
foregoing, (iii) an organization which is exempt from tax imposed
by Chapter 1
of the Code (including the tax imposed by Section 511 of the Code
on unrelated
business taxable income) (except certain farmers' cooperatives
described in Code
Section 521), (iv) rural electric and telephone cooperatives
described in Code
Section 1381(a)(2)(C), (v) a Person with respect to whom the income
on the
Residual Certificate is allocable to a foreign permanent
establishment or fixed
base, within the meaning of an applicable income tax treaty, of
such Person or
any other Person, and (vi) any other Person so designated by the
Servicer based
on an Opinion of Counsel to the effect that any transfer to such
Person may
cause the Trust or any other Holder of the Residual Certificate to
incur tax
liability that would not be imposed other than on account of such
transfer. The
terms "United States," "State" and "international organization"
shall have the
meanings set forth in Code Section 7701 or successor
provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
Physical Certificates: The Class 3-A-R, Class B-4, Class B-5
and
Class B-6 Certificates.
Plan: As defined in Section 6.02(e).
PO Deferred Amount: As to any Distribution Date and the Class
3-PO
Certificates, the sum of the amounts by which the Class Certificate
Balance of
the Class 3-PO Certificates will be reduced on such Distribution
Date or has
been reduced on prior Distribution Dates as a result of Section
5.03(b) less the
sum of (a) the PO Recoveries with respect to Assumed Loan Group 3
for prior
Distribution Dates and (b) the amounts distributed to the Class
3-PO
Certificates pursuant to Section 5.02(a)(iii) on prior Distribution
Dates.
PO Percentage: As to any Group 1 Mortgage Loan, any Group 2
Mortgage
Loan and any Mortgage Loan in Assumed Loan Group 4, 0%. As to
Assumed Loan Group
3 and any Discount Mortgage Loan, 100% minus the Non-PO Percentage
for such
Mortgage Loan.
PO Principal Amount: As to any Distribution Date and Assumed
Loan
Group 3, the sum of the applicable PO Percentage of
(a) the applicable Allocation Percentage of the principal portion
of
each Monthly Payment due on each Mortgage Loan in Assumed Loan
Group 3 on the
related Due Date;
(b) the applicable Allocation Percentage of the Stated
Principal
Balance, as of the date of repurchase, of each Mortgage Loan in
Assumed Loan
Group 3 that was repurchased by the Depositor pursuant to this
Agreement during
the calendar month preceding the month of such Distribution
Date;
(c) the applicable Allocation Percentage of any Substitution
Adjustment Amount in connection with any Defective Mortgage Loan in
Assumed Loan
Group 3 received during the calendar month preceding the month of
such
Distribution Date;
(d) the applicable Allocation Percentage of any Liquidation
Proceeds
allocable to recoveries of principal of Mortgage Loans in Assumed
Loan Group 3
that are not yet Liquidated Mortgage Loans received during the
calendar month
preceding the month of such Distribution Date;
(e) with respect to each Mortgage Loan in Assumed Loan Group 3
that
became a Liquidated Mortgage Loan during the calendar month
preceding the month
of such Distribution Date, the applicable Allocation Percentage of
the amount of
Liquidation Proceeds (excluding Excess Proceeds) allocable to
principal received
with respect to such Mortgage Loan during the calendar month
preceding the month
of such Distribution Date with respect to such Mortgage Loan;
and
(f) the applicable Allocation Percentage of all Principal
Prepayments received on the Mortgage Loans in Assumed Loan Group 3
during the
calendar month preceding the month of such Distribution Date.
PO Recovery: As to any Distribution Date and Assumed Loan Group
3,
the lesser of (a) the PO Deferred Amount for the Class 3-PO
Certificates for
such Distribution Date and (b) an amount equal to the sum as to
each Mortgage
Loan in Assumed Loan Group 3 as to which there has been a Recovery
received
during the calendar month preceding the month of such Distribution
Date, of the
product of (x) the PO Percentage with respect to such Mortgage Loan
and (y) the
amount of the Recovery with respect to such Mortgage Loan. As to
any
Distribution Date and Loan Group 1, Loan Group 2 and Assumed Loan
Group 4, the
PO Recovery is zero.
Pool Distribution Amount: With respect to each Distribution Date
and
(a) Group 1 is 100% of the Collection Amount for Loan Group 1, (b)
Group 2 is
86.4254982888% of the Collection Amount for Loan Group 2, (c) Group
3 is
86.4254982888% of the Collection Amount for Loan Group 3 and (d)
Group 4 is the
sum of 13.5745017112% of the Collection Amount for Loan Group 2
and
13.5745017112% of the Collection Amount for Loan Group 3.
Pool Stated Principal Balance: As to any Distribution Date and
Loan
Group 1 or Loan Group 2, the aggregate Stated Principal Balance of
all Mortgage
Loans in such Loan Group as of the Due Date in the month preceding
the month in
which such Distribution Date occurs. As to any Distribution Date
and Assumed
Loan Group 3 or Assumed Loan Group 4, the applicable Allocation
Percentage of
the sum of aggregate Stated Principal Balance of all Mortgage Loans
in Loan
Group 3 as of the Due Date in the month preceding the month in
which such
Distribution Date occurs.
Pool Stated Principal Balance (Non-PO Portion): As to any
Distribution Date and Loan Group 1 or Loan Group 2, the sum for
each Mortgage
Loan in such Loan Group of the product of (a) the Non-PO Percentage
of such
Mortgage Loan and (b) the Stated Principal Balance of such Mortgage
Loan as of
the Due Date in the month preceding the month in which such
Distribution Date
occurs. As to any Distribution Date and Assumed Loan Group 3 or
Assumed Loan
Group 4, the sum of the product of for each Mortgage Loan in Loan
Group 3, the
applicable Non-PO Percentage of the product of the Allocation
Percentage and the
Stated Principal Balance of such Mortgage Loan as of the Due Date
in the month
preceding the month in which such Distribution Date occurs.
Posted Collateral Account: The separate account created and
maintained by the Trustee pursuant to Section 3.08(j) in the name
of the Trustee
for the benefit of the related Certificateholders and designated
"Posted
Collateral Account, Wells Fargo Bank, N.A., as Trustee, in trust
for registered
Holders of the Class 3-A-11 and Class 3-A-16 Certificates of the
Banc of America
Alternative Loan Trust 2007-1, Mortgage Pass-Through Certificates,
Series
2007-1." Funds in the Posted Collateral Account shall be held in
trust for the
applicable Certificateholders for the uses and purposes set forth
in this
Agreement and under the Yield Maintenance Agreements.
Premium Mortgage Loan: Any Group 3 Premium Mortgage Loan.
Prepayment Interest Shortfall: As to any Distribution Date and
each
Mortgage Loan subject to a Principal Prepayment received during the
calendar
month preceding such Distribution Date, the amount, if any, by
which one month's
interest at the related Mortgage Interest Rate (net of the
Servicing Fee) on
such Principal Prepayment exceeds the amount of interest paid in
connection with
such Principal Prepayment.
Primary Insurance Policy: Each policy of primary mortgage
guaranty
insurance or any replacement policy therefor with respect to any
Mortgage Loan,
in each case issued by an insurer acceptable to Fannie Mae or
Freddie Mac.
Prime Rate: The prime rate announced to be in effect from time
to
time, as published as the average rate in The Wall Street
Journal.
Principal Only Certificates: Any Class of Certificates entitled
to
distributions of principal, but to no distributions of interest.
The Class 3-PO
Certificates are the only Class of Principal Only Certificates.
Principal Prepayment: Any payment or other recovery of principal
on
a Mortgage Loan (other than Liquidation Proceeds) which is received
in advance
of its scheduled Due Date and is not accompanied by an amount of
interest
representing scheduled interest due on any date or dates in any
month or months
subsequent to the month of prepayment, including the principal
portion of any
Total Covered Amount.
Principal Prepayment in Full: Any Principal Prepayment of the
entire
principal balance of a Mortgage Loan.
Private Certificates: The Class B-4, Class B-5 and Class B-6
Certificates.
Pro Rata Share: As to any Distribution Date and any Class of
Subordinate Certificates that is not a Restricted Class, the
portion of the
Subordinate Principal Distribution Amounts allocable to such Class,
equal to the
product of the Subordinate Principal Distribution Amounts for the
Subordinate
Certificates, for such Distribution Date and a fraction, the
numerator of which
is the related Class Certificate Balance thereof and the
denominator of which is
the aggregate Class Certificate Balance of the Subordinate
Certificates that are
not Restricted Classes. The Pro Rata Share of a Restricted Class
shall be 0%.
Qualified Appraiser: An appraiser of a Mortgaged Property duly
appointed by the originator of the related Mortgage Loan, who had
no interest,
direct or indirect, in such Mortgaged Property or in any loan made
on the
security thereof, whose compensation is not affected by the
approval or
disapproval of the related Mortgage Loan and who met the minimum
qualifications
of Fannie Mae or Freddie Mac.
Rate Determination Date: As to any of the LIBOR Certificates
and
each Distribution Date (other than the initial Distribution Date),
the second
LIBOR Business Day prior to the beginning of the applicable
Interest Accrual
Period for such Certificate and such Distribution Date.
Rating Agency: Each of Fitch, S&P and Moody's. If either
such
organization or a successor is no longer in existence, "Rating
Agency" shall be
such nationally recognized statistical rating organization, or
other comparable
Person, as is designated by the Depositor, notice of which
designation shall be
given to the Trustee. References herein to a given rating or rating
category of
a Rating Agency shall mean such rating category without giving
effect to any
modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan,
an
amount as of the date of such liquidation, equal to (i) the unpaid
principal
balance of the Liquidated Mortgage Loan as of the date of such
liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date
as to which
interest was last paid or advanced (and not reimbursed) to
Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are
required to be
distributed on the Stated Principal Balance of such Liquidated
Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any,
received during
the month in which such liquidation occurred, to the extent applied
as
recoveries of interest at the Net Mortgage Interest Rate and to
principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that
has become the
subject of a Deficient Valuation, if the principal amount due under
the related
Mortgage Note has been reduced, the difference between the
principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient
Valuation and
the principal balance of the Mortgage Loan as reduced by the
Deficient
Valuation. With respect to each Mortgage Loan that has become the
subject of a
Debt Service Reduction and any Distribution Date, the amount, if
any, by which
the principal portion of the related Monthly Payment has been
reduced.
Record Date: The last day of the month (or, if such day is not
a
Business Day, the preceding Business Day) preceding the month in
which the
related Distribution Date occurs.
Recovery: As to any Distribution Date and Loan Group or Assumed
Loan
Group, the sum of all amounts received during the calendar month
preceding the
month of such Distribution Date on each Mortgage Loan in such Loan
Group or
Assumed Loan Group subsequent to such Mortgage Loan being
determined to be a
Liquidated Mortgage Loan.
Refinance Mortgage Loan: Any Mortgage Loan the proceeds of
which
were not used to purchase the related Mortgaged Property.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have been
provided by the Securities and Exchange Commission in the adopting
release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70
Fed. Reg. 1,506
(Jan. 7, 2005)) or by the staff of the Securities and Exchange
Commission, or as
may be provided by the Securities and Exchange Commission or its
staff from time
to time.
Reimbursement Amount: As defined in Section 2.04.
Related Exchangeable Class: As to any Exchangeable REMIC Class,
each
Exchangeable Class included in the same Combination Group.
Related Exchangeable REMIC Class: As to any Exchangeable Class,
each
Exchangeable REMIC Class included in the same Combination
Group.
Relevant Servicing Criteria: The Servicing Criteria applicable
to
the various parties, as set forth on Exhibit Q attached hereto.
For
clarification purposes, multiple parties can have responsibility
for the same
Relevant Servicing Criteria. With respect to a Servicing Function
Participant
engaged by the Trustee or the Servicer, the term "Relevant
Servicing Criteria"
may refer to a portion of the Relevant Servicing Criteria
applicable to the
Servicer or the Trustee.
Relief
Act: The Servicemembers Civil Relief Act, as it may be
amended from time to time.
Relief Act Reduction: With respect to any Distribution Date, for
any
Mortgage Loan as to which there has been a reduction in the amount
of interest
collectible thereon for the most recently ended calendar month as a
result of
the application of the Relief Act or comparable state legislation,
the amount,
if any, by which (i) interest collectible on such Mortgage Loan for
the most
recently ended calendar month is less than (ii) interest accrued
pursuant to the
terms of the Mortgage Note on the same principal amount and for the
same period
as the interest collectible on such Mortgage Loan for the most
recently ended
calendar month.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity
date"
of the Regular Certificates as that term is defined in Section
2.07.
REMIC Provisions: Provisions of the federal income tax law
relating
to real estate mortgage investment conduits, which appear at
Section 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions,
and regulations promulgated thereunder, as the foregoing may be in
effect from
time to time, as well as provisions of applicable state laws.
Remittance Date: As to any Distribution Date, by 2:00 p.m.
Eastern
time on the Business Day immediately preceding such Distribution
Date.
REO Disposition Period: As defined in Section 3.14.
REO Proceeds: Proceeds, net of any related expenses of the
Servicer,
received in respect of any REO Property (including, without
limitation, proceeds
from the rental of the related Mortgaged Property) which are
received prior to
the final liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by the Servicer on
behalf of the Trust through foreclosure or deed-in-lieu of
foreclosure in
connection with a defaulted Mortgage Loan.
Reportable Event: As defined in Section 3.22(d).
Repurchase Price: As to any Defective Mortgage Loan repurchased
on
any date pursuant to Section 2.02 or 2.04, an amount equal to the
sum of (i) the
unpaid principal balance thereof and (ii) the unpaid accrued
interest thereon at
the applicable Mortgage Interest Rate from the Due Date to which
interest was
last paid by the Mortgagor to the first day of the month following
the month in
which such Mortgage Loan became eligible to be repurchased.
Request for Release: The Request for Release submitted by the
Servicer to the Trustee or the Custodian on behalf of the Trustee,
substantially
in the form of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy which is required to be maintained from time to
time under this
Agreement in respect of such Mortgage Loan.
Reserve Fund: Either of the Class 3-A-11 Reserve Fund or the
Class
3-A-16 Reserve Fund.
Residual Certificate: The Class 3-A-R Certificate.
Responsible Officer: When used with respect to the Trustee, any
officer of the Corporate Trust Department of the Trustee, including
any Senior
Vice President, any Vice President, any Assistant Vice President,
any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any
other officer of
the Trustee customarily performing functions similar to those
performed by any
of the above designated officers and having responsibility for
the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies,
Inc., or any successor thereto.
Seller: Bank of America, a national banking association, or its
successor in interest, as seller of the Mortgage Loans under the
Mortgage Loan
Purchase Agreement.
Senior Certificates: The Class 1-A-1, Class 2-A-1, Class 2-A-2,
Class 3-A-1, Class 3-A-2, Class 3-A-3, Class 3-A-4, Class 3-A-5,
Class 3-A-6,
Class 3-A-7, Class 3-A-8, Class 3-A-9, Class 3-A-10, Class 3-A-11,
Class 3-A-12,
Class 3-A-13, Class 3-A-14, Class 3-A-15, Class 3-A-16, Class
3-A-17, Class
3-A-18, Class 3-A-19, Class 3-A-20, Class 3-A-21, Class 3-A-22,
Class 3-A-23,
Class 3-A-24, Class 3-A-25, Class 3-A-26, Class 3-A-27, Class
3-A-28, Class
3-A-29, Class 3-A-30, Class 3-A-31, Class 3-A-32, Class 3-A-33,
Class 3-A-34,
Class 3-A-35, Class 3-A-R, Class 3-IO, Class 3-PO and Class 4-A-1
Certificates.
Senior Credit Support Depletion Date: The date on which the
aggregate Class Certificate Balance of the Subordinate Certificates
is reduced
to zero.
Senior Non-PO Certificates: The Class 1-A-1, Class 2-A-1, Class
2-A-2, Class 3-A-1, Class 3-A-2, Class 3-A-3, Class 3-A-4, Class
3-A-5, Class
3-A-6, Class 3-A-7, Class 3-A-8, Class 3-A-9, Class 3-A-10, Class
3-A-11, Class
3-A-12, Class 3-A-13, Class 3-A-14, Class 3-A-15, Class 3-A-16,
Class 3-A-17,
Class 3-A-R, Class 3-IO and Class 4-A-1 Certificates.
Senior Percentage: With respect to any Distribution Date and
Loan
Group 1 or Loan Group 2, the percentage, carried six places rounded
up, obtained
by dividing (i) the sum of the Class Certificate Balances of the
Senior Non-PO
Certificates of the related Group (plus, in the case of Loan Group
2, the Loan
Group 2 Class 4-A-1 Portion) immediately prior to such Distribution
Date by (ii)
the Pool Stated Principal Balance (Non-PO Portion) of such Loan
Group. With
respect to any Distribution Date and Assumed Loan Group 3 or
Assumed Loan Group
4, the percentage, carried six places rounded up, obtained by
dividing (i) the
sum of the Class Certificate Balances of the Senior Non-PO
Certificates of Group
3 or, with respect to Assumed Loan Group 4, the Loan Group 3 Class
4-A-1 Portion
immediately prior to such Distribution Date by (ii) the Pool Stated
Principal
Balance (Non-PO Portion) of such Assumed Loan Group.
Senior Prepayment Percentage: For any Distribution Date and
Loan
Group (other than Loan Group 3) or Assumed Loan Group during the
five years
beginning on the first Distribution Date, 100%. The Senior
Prepayment Percentage
for each Loan Group (other than Loan Group 3) or Assumed Loan Group
for any
Distribution Date occurring on or after the fifth anniversary of
the first
Distribution Date will, except as provided herein, be as follows:
for any
Distribution Date in the first year thereafter, the Senior
Percentage for such
Loan Group or Assumed Loan Group plus 70% of the Subordinate
Percentage for such
Loan Group or Assumed Loan Group for such Distribution Date; for
any
Distribution Date in the second year thereafter, the Senior
Percentage for such
Loan Group or Assumed Loan Group plus 60% of the Subordinate
Percentage for such
Loan Group or Assumed Loan Group for such Distribution Date; for
any
Distribution Date in the third year thereafter, the Senior
Percentage for such
Loan Group or Assumed Loan Group plus 40% of the Subordinate
Percentage for such
Loan Group or Assumed Loan Group for such Distribution Date; for
any
Distribution Date in the fourth year thereafter, the Senior
Percentage for such
Loan Group or Assumed Loan Group plus 20% of the Subordinate
Percentage for such
Loan Group or Assumed Loan Group for such Distribution Date; and
for any
Distribution Date in the fifth or later years thereafter, the
Senior Percentage
for such Loan Group or Assumed Loan Group for such Distribution
Date, unless on
any of the foregoing Distribution Dates the Total Senior Percentage
exceeds the
initial Total Senior Percentage, in which case the Senior
Prepayment Percentage
for each Loan Group or Assumed Loan Group for such Distribution
Date will once
again equal 100%. Notwithstanding the foregoing, no decrease in the
Senior
Prepayment Percentage for such Loan Group or Assumed Loan Group
will occur
unless both of the Senior Step Down Conditions are satisfied.
Senior Principal Distribution Amount: Any of the Group 1 Senior
Principal Distribution Amount, the Group 2 Senior Principal
Distribution Amount,
the Group 3 Senior Principal Distribution Amount and the Group 4
Senior
Principal Distribution Amount.
Senior Step Down Conditions: As of any Distribution Date as to
which
any decrease in the Senior Prepayment Percentage for a Loan Group
(other than
Loan Group 3) or Assumed Loan Group applies, (i) the outstanding
principal
balance of all Mortgage Loans (including, for this purpose, any
Mortgage Loans
in foreclosure, any REO Property and any Mortgage Loan for which
the Mortgagor
has filed for bankruptcy after the Closing Date) delinquent 60 days
or more
(averaged over the preceding six-month period), as a percentage of
the aggregate
Class Certificate Balance of the Subordinate Certificates, is not
equal to or
greater than 50% or (ii) cumulative Realized Losses with respect to
the Mortgage
Loans as of the applicable Distribution Date do not exceed the
percentages of
the Original Subordinate Class Certificate Balance set forth
below:
Percentage of Original
Distribution Date
Subordinate Class
Occurring
Certificate Balance
---------------------------- -----------------------
April 2012 through
30%
March 2013............
April 2013 through
35%
March 2014............
April 2014 through
40%
March 2015............
April 2015
through
45%
March 2016............
April 2016 and
50%
thereafter............
Servicer: Bank of America, a national banking association, or
its
successor in interest, in its capacity as servicer of the Mortgage
Loans, or any
successor servicer appointed as herein provided.
Servicer Advance Date: As to any Distribution Date, 11:30 a.m.,
Eastern time, on the Business Day immediately preceding such
Distribution Date.
Servicer Custodial Account: The separate Eligible Account or
Accounts created and maintained by the Servicer pursuant to Section
3.08(b).
Servicer Custodial Account Reinvestment Income: For each
Distribution Date, all income and gains net of any losses realized
since the
preceding Distribution Date from Permitted Investments of funds in
the Servicer
Custodial Account.
Servicer's Certificate: The monthly report required by Section
4.01.
Servicing Advances: All customary, reasonable and necessary "out
of
pocket" costs and expenses incurred in the performance by the
Servicer of its
servicing obligations, including, but not limited to (i) the
preservation,
restoration and protection of a Mortgaged Property, (ii) expenses
reimbursable
to the Servicer pursuant to Section 3.14 and any enforcement or
judicial
proceedings, including foreclosures, (iii) the management and
liquidation of any
REO Property and (iv) compliance with the obligations under Section
3.12.
Servicing Compensation: With respect to each Distribution Date,
the
sum of (i) the aggregate Servicing Fee for such Distribution Date
subject to
reduction as provided in Section 3.17, (ii) any Ancillary Income,
(iii) Excess
Proceeds for the preceding month and (iv) the Servicer Custodial
Account
Reinvestment Income for such Distribution Date.
Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB, as such may be amended from time to time,
which as of
the Closing Date are listed on Exhibit Q hereto.
Servicing Fee: With respect to each Mortgage Loan and
Distribution
Date, the amount of the fee payable to the Servicer, which shall,
for such
Distribution Date, be equal to one-twelfth of the product of the
Servicing Fee
Rate with respect to such Mortgage Loan and the Stated Principal
Balance of such
Mortgage Loan. Such fee shall be payable monthly, computed on the
basis of the
same Stated Principal Balance and period respecting which any
related interest
payment on a Mortgage Loan is computed. The Servicer's right to
receive the
Servicing Fee is limited to, and payable solely from, the interest
portion
(including recoveries with respect to interest from Liquidation
Proceeds and
other proceeds, to the extent permitted by Section 3.11) of related
Monthly
Payments collected by the Servicer, or as otherwise provided under
Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan, 0.250%
per
annum.
Servicing File: The items pertaining to a particular Mortgage
Loan
referred to in Exhibit J hereto, and any additional documents
required to be
added to the Servicing File pursuant to the Agreement.
Servicing Function Participant: Any affiliate, third party vendor
or
Subservicer engaged by the Servicer or the Trustee that is
participating in the
servicing function with respect to the Mortgage Loans, within the
meaning of
Item 1122 of Regulation AB.
Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage
Loans whose
name appears on a list of servicing officers furnished to the
Trustee by the
Servicer, as such list may from time to time be amended.
Servicing Transfer Costs: All reasonable costs and expenses
incurred
by the Trustee in connection with the transfer of servicing from a
predecessor
servicer, including, without limitation, any costs or expenses
associated with
the complete transfer of all servicing data and the completion,
correction or
manipulation of such servicing data as may be required by the
Trustee to correct
any errors or insufficiencies in the servicing data or otherwise to
enable the
Trustee to service the Mortgage Loans properly and effectively.
Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Shift
Distribution Date Occurring In
Percentage
----------------------------------- ----------
April 2007 through March 2012......
0%
April 2012 through March 2013...... 30%
April 2013 through March 2014...... 40%
April 2014 through March 2015...... 60%
April 2015 through March 2016...... 80%
April 2016 and thereafter.....
100%
Similar Law: As defined in Section 6.02(e).
Sponsor: Bank of America, National Association.
Stated Principal Balance: As to any Mortgage Loan and date, the
unpaid principal balance of such Mortgage Loan as of the specified
Due Date or,
if not specified, as of the Due Date immediately preceding such
date as
specified in the amortization schedule at the time relating thereto
(before any
adjustment to such amortization schedule by reason of any
moratorium or similar
waiver or grace period) after giving effect to any previous partial
Principal
Prepayments and Liquidation Proceeds allocable to principal (other
than with
respect to any Liquidated Mortgage Loan) and to the payment of
principal due on
such Due Date and irrespective of any delinquency in payment by the
related
Mortgagor, and after giving effect to any Deficient Valuation.
Subordinate Balance Ratio: As of any date of determination, the
ratio among the principal balances of the Class 1-LS Interest, the
Class 2-LS
Interest, the Class 3-LS Interest and the Class 4-LS Interest,
equal to the
ratio among the Group Subordinate Amount of Loan Group 1, the Group
Subordinate
Amount of Loan Group 2, the Group Subordinate Amount of Assumed
Loan Group 3 and
the Group Subordinate Amount of Assumed Loan Group 4.
Subordinate Certificates: The Class M, Class B-1, Class B-2,
Class
B-3, Class B-4a, Class B-5 and Class B-6 Certificates.
Subordinate Percentage: As of any Distribution Date and Loan
Group
(other than Loan Group 3) or Assumed Loan Group, 100% minus the
Senior
Percentage for such Loan Group or Assumed Loan Group for such
Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date
and
Loan Group (other than Loan Group 3) or Assumed Loan Group, 100%
minus the
Senior Prepayment Percentage for such Loan Group or Assumed Loan
Group for such
Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Loan Group 1, Loan Group 2, Assumed Loan
Group 3 or
Assumed Loan Group 4, an amount equal to the sum of (i) the
Subordinate
Percentage for such Loan Group or Assumed Loan Group of the
applicable Non-PO
Percentage of the amounts described in clauses (i)(a) through (d)
of the
definition of "Non-PO Principal Amount" for such Distribution Date
and Loan
Group or Assumed Loan Group and (ii) the Subordinate Prepayment
Percentage of
(1) the applicable Non-PO Percentage of the amounts described in
clauses (i)(e)
and (f) and (2) the amount described in clause (ii) of the
definition of "Non-PO
Principal Amount" for such Distribution Date and Loan Group or
Assumed Loan
Group.
Subservicer: Any Person with which the Servicer has entered into
a
Subservicing Agreement and which satisfies the requirements set
forth therein.
Subservicing Agreement: Any subservicing agreement (which, in
the
event the Subservicer is an affiliate of the Servicer, need not be
in writing)
between the Servicer and any Subservicer relating to servicing
and/or
administration of certain Mortgage Loans as provided in Section
3.02.
Substitute
Mortgage Loan: A Mortgage Loan substituted for a
Defective Mortgage Loan which must, on the date of such
substitution (i) have a
Stated Principal Balance, after deduction of the principal portion
of the
Monthly Payment due in the month of substitution, not in excess of,
and not more
than 10% less than, the Stated Principal Balance of the Defective
Mortgage Loan;
(ii) have a Net Mortgage Interest Rate equal to that of the
Defective Mortgage
Loan; (iii) have a Loan-to-Value Ratio not higher than that of the
Defective
Mortgage Loan; (iv) have a remaining term to maturity not greater
than (and not
more than one year less than) that of the Defective Mortgage Loan;
and (v)
comply with each Mortgage Loan representation and warranty set
forth in this
Agreement relating to the Defective Mortgage Loan. More than one
Substitute
Mortgage Loan may be substituted for a Defective Mortgage Loan if
such
Substitute Mortgage Loans meet the foregoing attributes in the
aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
TAC Certificates: The Class 3-A-11 and Class 3-A-14
Certificates.
TAC Group: The TAC Certificates.
TAC Principal Amount: As to any Distribution Date and the TAC
Group,
the amount, if any, that would reduce the aggregate Class
Certificate Balance of
the TAC Group to the applicable balance shown in the table set
forth in Exhibit
T with respect to such Distribution Date.
Tax Matters Person: Any person designated as "tax matters person"
in
accordance with Section 5.06 and the manner provided under Treasury
Regulation
ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.
Telerate Page 3750: As defined in Section 5.09.
Total Covered Amount: As defined in the Mortgage Loan Purchase
Agreement.
Total Senior Principal Distribution Amount: As to any
Distribution
Date and Loan Group (other than Loan Group 3) or Assumed Loan
Group, the sum of
(i) the Senior Percentage for such Loan Group or Assumed Loan Group
of the
applicable Non-PO Percentage of the amounts described in clauses
(i)(a) through
(d) of the definition of "Non-PO Principal Amount" for such
Distribution Date
and Loan Group or Assumed Loan Group and (ii) the Senior Prepayment
Percentage
for such Loan Group or Assumed Loan Group of (1) the applicable
Non-PO
Percentage of the amounts described in clauses (i)(e) and (f) and
(2) the amount
described in clause (ii) of the definition of "Non-PO Principal
Amount" for such
Distribution Date and Loan Group or Assumed Loan Group.
Total Senior Percentage: With respect to any Distribution Date,
the
percentage, carried six places rounded up, obtained by dividing the
aggregate
Class Certificate Balance of the Senior Non-PO Certificates
immediately prior to
such Distribution Date by the aggregate Pool Stated Principal
Balance (Non-PO
Portion) of Loan Group 1, Loan Group 2, Assumed Loan Group 3 and
Assumed Loan
Group 4 for such Distribution Date.
Treasury Regulations: The final and temporary regulations
promulgated under the Code by the U.S. Department of the
Treasury.
Trust: The trust created by this Agreement.
Trust Estate: The corpus of the Trust created to the extent
described herein, consisting of the Mortgage Loans, such assets as
shall from
time to time be identified as deposited in the Servicer Custodial
Account or the
Certificate Account, the Reserve Fund or the Posted Collateral
Account, in
accordance with this Agreement, REO Property, the Primary Insurance
Policies,
any other Required Insurance Policy, the right to receive any BPP
Mortgage Loan
Payment, the Trustee's rights under the Yield Maintenance
Agreements and 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. The
Buy-Down Account
shall not be part of the Trust Estate.
Trustee: Wells Fargo Bank, N.A., and any successors-in-interest
and,
if a successor trustee is appointed hereunder, such successor, as
trustee.
Trustee Fee: As to any Distribution Date and Loan Group, an
amount
equal to one-twelfth of the Trustee Fee Rate multiplied by the
aggregate Stated
Principal Balance of the Mortgage Loans in the related Loan Group
as of the Due
Date in the month preceding the month in which such Distribution
Date occurs.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0075%
per
annum.
Uncertificated Lower-Tier Interest: A regular interest in the
Lower-Tier REMIC which is held as an asset of the Middle-Tier REMIC
and is
entitled to monthly distributions as provided in Section 5.02(a)
hereof. Any of
the Class 1-L Interest, Class 1-LS Interest, Class 2-L Interest,
Class 2-LS
Interest, Class 3-L Interest, Class 3-LS Interest, Class 3-LPO
Interest, Class
3-LWIO Interest, Class 4-L Interest and Class 4-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 5.02(a)
hereof. Any of
the Class 1-A-M1 Interest, Class 2-A-M1 Interest, Class 3-A-M1
Interest, Class
3-A-M4 Interest, Class 3-A-M6 Interest, Class 3-A-M8 Interest,
Class 3-A-M10
Interest, Class 3-A-M11 Interest, Class 3-A-M16 Interest, Class
3-A-MUR
Interest, Class 3-MIO Interest, Class 3-MPO Interest, Class 4-A-M1
Interest and
Class M-M1 Interest are Uncertificated Middle-Tier Interests.
Underwriting Guidelines: The underwriting guidelines of Bank of
America.
Upper-Tier Certificate Sub-Account: The sub-account of the
Certificate Account designated by the Trustee pursuant to Section
3.08(f).
Upper-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Lower-Tier Interests
and such
amounts as shall from time to time be deemed to be held in the
Upper-Tier
Certificate Sub-Account.
U.S. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership,
Treasury
Regulations are adopted that provide otherwise) created or
organized in or under
the laws of the United States, any state thereof or the District of
Columbia,
including an entity treated as a corporation or partnership for
federal income
tax purposes, an estate whose income is subject to United States
federal income
tax regardless of its source, or a trust if a court within the
United States is
able to exercise primary supervision over the administration of
such trust, and
one or more such U.S. Persons have the authority to control all
substantial
decisions of such trust (or, to the extent provided in applicable
Treasury
Regulations, certain trusts in existence on August 20, 1996 which
are eligible
to elect to be treated as U.S. Persons).
Voting Rights: The portion of the voting rights of all of the
Certificates (other than the Exchangeable 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 3-A-3 Certificates,
(b) 1% of all
Voting Rights shall be allocated to the Holders of the Class 3-A-5
Certificates,
(c) 1% of all Voting Rights shall be allocated to the Holders of
the Class 3-A-7
Certificates, (d) 1% of all Voting Rights shall be allocated to the
Holders of
the Class 3-A-9 Certificates, (e) 1% of all Voting Rights shall be
allocated to
the Holders of the Class 3-A-12 Certificates, (f) 1% of all Voting
Rights shall
be allocated to the Holders of the Class 3-A-17 Certificates, (g)
1% of all
Voting Rights shall be allocated to the Holders of the Class 3-IO
Certificates,
(h) 1% of all Voting Rights shall be allocated to the Holder of the
Residual
Certificate and (i) 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. As to any
Exchangeable
Certificates, in the event that all or a portion of a combination
of Classes of
Exchangeable REMIC Certificates in any Exchangeable REMIC
Combination is
exchanged for a proportionate portion of the Class of Exchangeable
Certificates
in the related Exchangeable Combination, the Class of such
Exchangeable
Certificates will be entitled to a proportionate share of the
Voting Rights
allocated to the Classes of Exchangeable REMIC Certificates in the
related
Exchangeable REMIC Combination.
Yield Maintenance Agreement: Either of the Class 3-A-11 Yield
Maintenance Agreement or the Class 3-A-16 Yield Maintenance
Agreement.
Yield Maintenance Agreement Payment: Any Class 3-A-11 Yield
Maintenance Agreement Payment or Class 3-A-16 Yield Maintenance
Agreement
Payment.
Section 1.02 Interest Calculations.All calculations of interest
will
be made on a 360-day year consisting of twelve 30-day months. All
dollar amounts
calculated hereunder shall be rounded to the nearest penny with
one-half of one
penny being rounded down.
Section 1.03 Fiscal Year. The fiscal year of the Trust will be
the
calendar year.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, hereby sells,
transfers,
assigns, sets over and otherwise conveys to the Trustee on behalf
of the Trust
for the benefit of the Certificateholders, without recourse, all
the right,
title and interest of the Depositor in and to the Mortgage Loans,
including all
interest and principal received on or with respect to the Mortgage
Loans (other
than payments of principal and interest due and payable on the
Mortgage Loans on
or before the Cut-off Date). The foregoing sale, transfer,
assignment and set
over does not and is not intended to result in a creation of an
assumption by
the Trustee of any obligation of the Depositor or any other Person
in connection
with the Mortgage Loans or any agreement or instrument relating
thereto, except
as specifically set forth herein. In addition, the Depositor,
concurrently with
the execution and delivery hereof, hereby sells, transfers,
assigns, sets over
and otherwise conveys to the Trustee on behalf of the Trust for the
benefit of
the Certificateholders, without recourse, the Depositor's rights to
receive any
BPP Mortgage Loan Payment. It is agreed and understood by the
parties hereto
that it is not intended that any mortgage loan be included in the
Trust that is
a "High-Cost Home Loan" as defined in any of (i) the New Jersey
Home Ownership
Act effective November 27, 2003, (ii) the New Mexico Home Loan
Protection Act
effective January 1, 2004, (iii) the Massachusetts Predatory Home
Loan Practices
Act effective November 7, 2004 or (iv) the Indiana Home Loan
Practices Act,
effective January 1, 2005.
(b) In connection with such transfer and assignment, the
Depositor
shall deliver or cause to be delivered to the Trustee, for the
benefit of the
Certificateholders, the following documents or instruments with
respect to each
Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile
signature
in the following form: "Pay to the order of Wells Fargo Bank,
N.A., as
trustee for the holders of the Banc of America Alternative Loan
Trust
2007-1 Mortgage Pass-Through Certificates, Series 2007-1,
without
recourse,"
with all necessary intervening endorsements showing a complete
chain of
endorsement from the originator to the Trustee (each such
endorsement being sufficient to transfer all right, title and
interest of
the party
so endorsing, as noteholder or assignee thereof, in and to that
Mortgage
Note);
(ii) except as provided below, the original recorded Mortgage
with
evidence
of a recording thereon, or if any such Mortgage has not been
returned
from the applicable recording office or has been lost, or if
such
public
recording office retains the original recorded Mortgage, a copy
of
such
Mortgage certified by the Depositor as being a true and correct
copy
of the
Mortgage;
(iii) subject to the provisos at the end of this paragraph, a
duly
executed
Assignment of Mortgage to "Wells Fargo Bank, N.A., as trustee
for
the
holders of the Banc of America Alternative Loan Trust 2007-1
Mortgage
Pass-Through Certificates, Series 2007-1" (which may be included in
a
blanket
assignment or assignments), together with, except as provided
below,
originals of all interim recorded assignments of such mortgage or
a
copy of
such interim assignment certified by the Depositor as being a
true
and
complete copy of the original recorded intervening assignments
of
Mortgage
(each such assignment, when duly and validly completed, to be
in
recordable
form and sufficient to effect the assignment of and transfer to
the
assignee thereof, under the Mortgage to which the assignment
relates);
provided
that, if the related Mortgage has not been returned from the
applicable
public recording office, such Assignment of Mortgage may
exclude
the information to be provided by the recording office; and
provided,
further, if the related Mortgage has been recorded in the name
of
Mortgage Electronic Registration Systems, Inc. ("MERS") or its
designee,
no Assignment of Mortgage in favor of the Trustee will be
required
to be prepared or delivered and instead, the Servicer shall
take
all
actions as are necessary to cause the Trust to be shown as the
owner
of the
related Mortgage Loan on the records of MERS for purposes of
the
system of
recording transfers of beneficial ownership of mortgages
maintained
by MERS;
(iv) the originals of all assumption, modification, consolidation
or
extension
agreements, if any, with evidence of recording thereon, if any;
(v) any of (A) the
original or duplicate original mortgagee title
insurance
policy and all riders thereto, (B) a title search showing no
lien
(other than standard exceptions of the type described in Section
2.04
(viii)) on
the Mortgaged Property senior to the lien of the Mortgage or
(C) an
opinion of counsel of the type customarily rendered in the
applicable
jurisdiction in lieu of a title insurance policy;
(vi) the original of any guarantee executed in connection with
the
Mortgage
Note;
(vii) for each Mortgage Loan, if any, which is secured by a
residential long-term lease, a copy of the lease with evidence
of
recording
indicated thereon, or, if the lease is in the process of being
recorded, a
photocopy of the lease, certified by an officer of the
respective
prior owner of such Mortgage Loan or by the applicable title
insurance
company, closing/settlement/escrow agent or company or closing
attorney
to be a true and correct copy of the lease transmitted for
recordation;
(viii) the original of any security agreement, chattel mortgage
or
equivalent
document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Co-op Shares, the
originals
of the
following documents or instruments:
(A) The stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of recognition agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate
UCC financing statements required by state law, evidencing a
complete and unbroken line from the mortgagee to the Trustee
with
evidence of recording thereon (or in a form suitable for
recordation).
provided, however, that on the Closing Date, with respect to item
(iii), the
Depositor has delivered to the Trustee a copy of such Assignment of
Mortgage in
blank and has caused the Servicer to retain the completed
Assignment of Mortgage
for recording as described below, unless such Mortgage has been
recorded in the
name of MERS or its designee. In addition, if the Depositor is
unable to deliver
or cause the delivery of any original Mortgage Note due to the loss
of such
original Mortgage Note, the Depositor may deliver a copy of such
Mortgage Note,
together with a lost note affidavit, and shall thereby be deemed to
have
satisfied the document delivery requirements of this Section
2.01(b).
If
in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim recorded assignments, (C)
all
assumption, modification, consolidation or extension agreements, if
any, or (D)
the lender's title policy, if any, (together with all riders
thereto) satisfying
the requirements of clause (ii), (iii), (iv) or (v) above,
respectively,
concurrently with the execution and delivery hereof because such
document or
documents have not been returned from the applicable public
recording office in
the case of clause (ii), (iii) or (iv) above, or because the title
policy, if
any, has not been delivered to either the Servicer or the Depositor
by the
applicable title insurer in the case of clause (v) above, the
Depositor shall
promptly deliver or cause to be delivered to the Trustee or the
Custodian on
behalf of the Trustee, in the case of clause (ii), (iii) or (iv)
above, such
Mortgage, such interim assignment or such assumption,
modification,
consolidation or extension agreement, as the case may be, with
evidence of
recording indicated thereon upon receipt thereof from the public
recording
office, but in no event shall any such delivery of any such
documents or
instruments be made later than one year following the Closing Date,
unless, in
the case of clause (ii), (iii) or (iv) above, there has been a
continuing delay
at the applicable recording office or, in the case of clause (v),
there has been
a continuing delay at the applicable insurer and the Depositor has
delivered the
Officer's Certificate to such effect to the Trustee. The Depositor
shall forward
or cause to be forwarded to the Trustee (1) from time to time
additional
original documents evidencing an assumption or modification of a
Mortgage Loan
and (2) any other documents required to be delivered by the
Depositor or the
Servicer to the Trustee or the Custodian on the Trustee's behalf.
In the event
that the original Mortgage is not delivered and in connection with
the payment
in full of the related Mortgage Loan the public recording office
requires the
presentation of a "lost instruments affidavit and indemnity" or any
equivalent
document, because only a copy of the Mortgage can be delivered with
the
instrument of satisfaction or reconveyance, the Servicer shall
prepare, execute
and deliver or cause to be prepared, executed and delivered, on
behalf of the
Trust, such a document to the public recording office.
As promptly as practicable subsequent to such transfer and
assignment, and in any event, within 30 days thereafter, the
Servicer shall
(except for any Mortgage which has been recorded in the name of
MERS or its
designee) (I) cause each Assignment of Mortgage to be in proper
form for
recording in the appropriate public office for real property
records within 30
days of the Closing Date and (II) at the Depositor's expense, cause
to be
delivered for recording in the appropriate public office for real
property
records the Assignments of the Mortgages to the Trustee, except
that, with
respect to any Assignment of a Mortgage as to which the Servicer
has not
received the information required to prepare such assignment in
recordable form,
the Servicer's obligation to do so and to deliver the same for such
recording
shall be as soon as practicable after receipt of such information
and in any
event within 30 days after the receipt thereof and, no recording of
an
Assignment of Mortgage will be required in a state if either (i)
the Depositor
furnishes to the Trustee an unqualified Opinion of Counsel
reasonably acceptable
to the Trustee to the effect that recordation of such assignment is
not
necessary under applicable state law to preserve the Trustee's
interest in the
related Mortgage Loan against the claim of any subsequent
transferee of such
Mortgage Loan or any successor to, or creditor of, the Depositor or
the
originator of such Mortgage Loan or (ii) the recordation of an
Assignment of
Mortgage in such state is not required by either Rating Agency in
order to
obtain the initial ratings on the Certificates on the Closing Date.
Set forth on
Exhibit L attached hereto is a list of all states where recordation
is required
by either Rating Agency to obtain the initial ratings of the
Certificates. The
Trustee may rely and shall be protected in relying upon the
information
contained in such Exhibit L.
In the case of Mortgage Loans that have been prepaid in full as
of
the Closing Date, the Depositor, in lieu of delivering the above
documents to
the Trustee, or the Custodian on the Trustee's behalf, will cause
the Servicer
to deposit in the Servicer Custodial Account the portion of such
payment that is
required to be deposited in the Servicer Custodial Account pursuant
to Section
3.08.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
Subject to the provisions of the following paragraph, the Trustee
declares that
it, or the Custodian as its agent, will hold the documents referred
to in
Section 2.01 and the other documents delivered to it constituting
the Mortgage
Files, and that it will hold such other assets as are included in
the Trust
Estate, in trust for the exclusive use and benefit of all present
and future
Certificateholders. Upon execution and delivery of this document,
the Trustee
shall deliver or cause the Custodian to deliver to the Depositor,
the Trustee
and the Servicer a certification in the form of Exhibit M hereto
(the "Initial
Certification") to the effect that, except as may be specified in a
list of
exceptions attached thereto, it has received the original Mortgage
Note relating
to each of the Mortgage Loans listed on the Mortgage Loan
Schedule.
Within 90 days after the execution and delivery of this
Agreement,
the Trustee shall review, or cause the Custodian to review, the
Mortgage Files
in its possession, and shall deliver to the Depositor, the Trustee
and the
Servicer a certification in the form of Exhibit N hereto (the
"Final
Certification") to the effect that, as to each Mortgage Loan listed
in the
Mortgage Loan Schedule, except as may be specified in a list of
exceptions
attached to such Final Certification, such Mortgage File contains
all of the
items required to be delivered pursuant to Section 2.01(b).
If, in the course of such review, the Trustee or the Custodian
finds
any document constituting a part of a Mortgage File which does not
meet the
requirements of Section 2.01 or is omitted from such Mortgage File,
the Trustee
shall promptly so notify the Servicer and the Depositor, or shall
cause the
Custodian to promptly so notify the Servicer and the Depositor. In
performing
any such review, the Trustee or the Custodian may conclusively rely
on the
purported genuineness of any such document and any signature
thereon. It is
understood that the scope of the Trustee's or the Custodian's
review of the
Mortgage Files is limited solely to confirming that the documents
listed in
Section 2.01 have been received and further confirming that any and
all
documents delivered pursuant to Section 2.01 appear on their face
to have been
executed and relate to the Mortgage Loans identified in the
Mortgage Loan
Schedule based solely upon the review of items (i) and (xi) in the
definition of
Mortgage Loan Schedule. Neither the Trustee nor the Custodian shall
have any
responsibility for determining whether any document is valid and
binding,
whether the text of any assignment or endorsement is in proper or
recordable
form, whether any document has been recorded in accordance with the
requirements
of any applicable jurisdiction, or whether a blanket assignment is
permitted in
any applicable jurisdiction. The Depositor hereby covenants and
agrees that it
will promptly correct or cure such defect within 90 days from the
date it was so
notified of such defect and, if the Depositor does not correct or
cure such
defect within such period, the Depositor will either (a) substitute
for the
related Mortgage Loan a Substitute Mortgage Loan, which
substitution shall be
accomplished in the manner and subject to the conditions set forth
below or (b)
purchase such Mortgage Loan from the Trustee at the Repurchase
Price for such
Mortgage Loan; provided, however, that in no event shall such a
substitution
occur more than two years from the Closing Date; provided, further,
that such
substitution or repurchase shall occur within 90 days of when such
defect was
discovered if such defect will cause the Mortgage Loan not to be a
"qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code.
With respect to each Substitute Mortgage Loan the Depositor
shall
deliver to the Trustee, for the benefit of the Certificateholders,
the Mortgage
Note, the Mortgage, the related Assignment of Mortgage (except for
any Mortgage
which has been recorded in the name of MERS or its designee), and
such other
documents and agreements as are otherwise required by Section 2.01,
with the
Mortgage Note endorsed and the Mortgage assigned as required by
Section 2.01. No
substitution is permitted to be made in any calendar month after
the
Determination Date for such month. Monthly Payments due with
respect to any such
Substitute Mortgage Loan in the month of substitution shall not be
part of the
Trust Estate and will be retained by the Depositor. For the month
of
substitution, distributions to Certificateholders will include the
Monthly
Payment due for such month on any Defective Mortgage Loan for which
the
Depositor has substituted a Substitute Mortgage Loan.
The Servicer shall amend the Mortgage Loan Schedule for the
benefit
of the Certificateholders to reflect the removal of each Mortgage
Loan that has
become a Defective Mortgage Loan and the substitution of the
Substitute Mortgage
Loan or Loans and the Servicer shall deliver the amended Mortgage
Loan Schedule
to the Trustee and the Custodian. Upon such substitution, each
Substitute
Mortgage Loan shall be subject to the terms of this Agreement in
all respects,
and the Depositor shall be deemed to have made to the Trustee with
respect to
such Substitute Mortgage Loan, as of the date of substitution,
the
representations and warranties made pursuant to Section 2.04. Upon
any such
substitution and the deposit to the Servicer Custodial Account of
any required
Substitution Adjustment Amount (as described in the next paragraph)
and receipt
of a Request for Release, the Trustee shall release, or shall
direct the
Custodian to release, the Mortgage File relating to such Defective
Mortgage Loan
to the Depositor and shall execute and deliver at the Depositor's
direction such
instruments of transfer or assignment prepared by the Depositor, in
each case
without recourse, as shall be necessary to vest title in the
Depositor, or its
designee, to the Trustee's interest in any Defective Mortgage Loan
substituted
for pursuant to this Section 2.02.
For any month in which the Depositor substitutes one or more
Substitute Mortgage Loans for one or more Defective Mortgage Loans,
the amount
(if any) by which the aggregate principal balance of all such
Substitute
Mortgage Loans in a Loan Group as of the date of substitution is
less than the
aggregate Stated Principal Balance of all such Defective Mortgage
Loans in such
Loan Group (after application of the principal portion of the
Monthly Payments
due in the month of substitution) (the "Substitution Adjustment
Amount" for such
Loan Group) plus an amount equal to the aggregate of any
unreimbursed Advances
with respect to such Defective Mortgage Loans shall be deposited
into the
Servicer Custodial Account by the Depositor on or before the
Remittance Date for
the Distribution Date in the month succeeding the calendar month
during which
the related Mortgage Loan is required to be purchased or replaced
hereunder.
The Trustee shall retain or shall cause the Custodian to retain
possession and custody of each Mortgage File in accordance with and
subject to
the terms and conditions set forth herein. The Servicer shall
promptly deliver
to the Trustee, upon the execution or, in the case of documents
requiring
recording, receipt thereof, the originals of such other documents
or instruments
constituting the Mortgage File as come into the Servicer's
possession from time
to time.
It is understood and agreed that the obligation of the Depositor
to
substitute for or to purchase any Mortgage Loan which does not meet
the
requirements of Section 2.01 shall constitute the sole remedy
respecting such
defect available to the Trustee and any Certificateholder against
the Depositor.
The Trustee or the Custodian, on behalf of the Trustee, shall
be
under no duty or obligation (i) to inspect, review or examine any
such
documents, instruments, certificates or other papers to determine
that they are
genuine, enforceable, or appropriate for the represented purpose or
that they
are other than what they purport to be on their face or (ii) to
determine
whether any Mortgage File should include any of the documents
specified in
Section 2.01(b)(iv), (vi), (vii), (viii) and (ix). In connection
with making the
certifications required hereunder, to the extent a title search or
opinion of
counsel has been provided in lieu of a title policy for any
Mortgage Loan, the
Trustee shall only be responsible for confirming that a title
search or opinion
of counsel has been provided for such Mortgage Loan and shall not
be deemed to
have certified that the content of such title search or opinion of
counsel is
sufficient to meet the requirements of Section 2.01(b)(v).
Section 2.03 Representations and Warranties of the Servicer.
The
Servicer hereby makes the following representations and warranties
to the
Depositor and the Trustee, as of the Closing Date:
(i) The Servicer is a national banking association duly
organized,
validly
existing, and in good standing under the federal laws of the
United
States of America and has all licenses necessary to carry on
its
business
as now being conducted and is licensed, qualified and in good
standing
in each of the states where a Mortgaged Property is located if
the laws
of such state require licensing or qualification in order to
conduct
business of the type conducted by the Servicer. The Servicer
has
power and
authority to execute and deliver this Agreement and to perform
in
accordance herewith; the execution, delivery and performance of
this
Agreement
(including all instruments of transfer to be delivered pursuant
to this
Agreement) by the Servicer and the consummation of the
transactions contemplated hereby have been duly and validly
authorized.
This
Agreement, assuming due authorization, execution and delivery by
the
other
parties hereto, evidences the valid, binding and enforceable
obligation
of the Servicer, subject to applicable law except as
enforceability may be limited by (A) bankruptcy, insolvency,
liquidation,
receivership, moratorium, reorganization or other similar laws
affecting
the
enforcement of creditors' rights generally or creditors of
national
banks and
(B) general principles of equity, whether enforcement is sought
in a
proceeding in equity or at law. All requisite corporate action
has
been taken
by the Servicer to make this Agreement valid and binding upon
the
Servicer in accordance with its terms.
(ii) No consent, approval, authorization or order is required
for
the
transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory
authority
having
jurisdiction over the Servicer is required or, if required,
such
consent,
approval, authorization or order has been or will, prior to the
Closing
Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement
are in the ordinary course of business of the Servicer and will
not result
in the breach of any term or provision of the charter or
by-laws of
the Servicer or result in the breach of any term or provision
of, or
conflict with or constitute a default under or result in the
acceleration of any obligation under, any agreement, indenture or
loan or
credit
agreement or other instrument to which the Servicer or its
property
is
subject, or result in the violation of any law, rule,
regulation,
order,
judgment or decree to which the Servicer or its property is
subject.
(iv) There is no action, suit, proceeding or investigation
pending
or, to the
best knowledge of the Servicer, threatened against the Servicer
which,
either individually or in the aggregate, would result in any
material
adverse change in the business, operations, financial
condition,
properties
or assets of the Servicer, or in any material impairment of the
right or
ability of the Servicer to carry on its business substantially
as
now
conducted or which would draw into question the validity of
this
Agreement
or the Mortgage Loans or of any action taken or to be taken in
connection
with the obligations of the Servicer contemplated herein, or
which
would materially impair the ability of the Servicer to perform
under
the terms
of this Agreement.
(v) The Servicer has fully furnished, and shall continue to
fully
furnish
for so long as it is servicing the Mortgage Loans hereunder, in
accordance
with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information on the related
Mortgagor
credit
files to Equifax, Experian and Trans Union Credit Information
Company on
a monthly basis.
The representations and warranties made pursuant to this
Section
2.03 shall survive delivery of the respective Mortgage Files to the
Trustee for
the benefit of the Certificateholders. Upon discovery by any of the
Depositor,
the Servicer or the Trustee of a breach of any of the
representations or
warranties set forth in this Section 2.03, the party discovering
such breach
shall give prompt written notice to the other parties.
Section 2.04 Representations and Warranties of the Depositor as
to
the Mortgage Loans. The Depositor hereby represents and warrants to
the Trustee
with respect to the Mortgage Loans or each Mortgage Loan, as the
case may be, as
of the date hereof or such other date set forth herein that as of
the Closing
Date:
(i) The information set forth in the Mortgage Loan Schedule is
true
and
correct in all material respects.
(ii) There are no delinquent taxes, ground rents, governmental
assessments, insurance premiums, leasehold payments, including
assessments
payable in
future installments or other outstanding charges affecting the
lien
priority of the related Mortgaged Property.
(iii) The terms of the Mortgage Note and the Mortgage have not
been
impaired,
waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office
if
necessary
to maintain the lien priority of the Mortgage, and which have
been
delivered to the Trustee; the substance of any such waiver,
alteration or
modification has been approved by the insurer under the
Primary
Insurance Policy, if any, the title insurer, to the extent
required
by the related policy, and is reflected on the Mortgage Loan
Schedule.
No instrument of waiver, alteration or modification has been
executed,
and no Mortgagor has been released, in whole or in part, except
in
connection with an assumption agreement approved by the insurer
under
the
Primary Insurance Policy, if any, the title insurer, to the
extent
required
by the policy, and which assumption agreement has been
delivered
to the
Trustee.
(iv) The Mortgage Note and the Mortgage are not subject to any
right
of
rescission, set-off, counterclaim or defense, including the defense
of
usury, nor
will the operation of any of the terms of the Mortgage Note and
the
Mortgage, or the exercise of any right thereunder, render either
the
Mortgage
Note or the Mortgage unenforceable, in whole or in part, or
subject to
any right of rescission, set-off, counterclaim or defense,
including
the defense of usury and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto.
(v) All buildings upon the Mortgaged Property are insured by an
insurer
generally acceptable to prudent mortgage lending institutions
against
loss by fire, hazards of extended coverage and such other
hazards
as are
customary in the area the Mortgaged Property is located,
pursuant
to
insurance policies conforming to the requirements of Customary
Servicing
Procedures and this Agreement. All such insurance policies
contain a
standard mortgagee clause naming the originator of the Mortgage
Loan, its
successors and assigns as mortgagee and all premiums thereon
have been
paid. If the Mortgaged Property is in an area identified on a
flood
hazard map or flood insurance rate map issued by the Federal
Emergency
Management Agency as having special flood hazards (and such
flood
insurance has been made available), a flood insurance policy
meeting
the
requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the
requirements of
Fannie Mae
or Freddie Mac. The Mortgage obligates the Mortgagor thereunder
to
maintain all such insurance at the Mortgagor's cost and expense,
and on
the
Mortgagor's failure to do so, authorizes the holder of the Mortgage
to
maintain
such insurance at Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor.
(vi) Any and all requirements of any federal, state or local
law
including,
without limitation, usury, truth in lending, real estate
settlement
procedures, consumer credit protections, all applicable
predatory
and abusive lending laws, equal credit opportunity or
disclosure
laws
applicable to the origination and servicing of Mortgage Loan
have
been
complied with.
(vii) The Mortgage has not been satisfied, canceled, subordinated
or
rescinded,
in whole or in part (other than as to Principal Prepayments in
full which
may have been received prior to the Closing Date), and the
Mortgaged
Property has not been released from the lien of the Mortgage,
in
whole or
in part, nor has any instrument been executed that would effect
any such
satisfaction, cancellation, subordination, rescission or
release.
(viii) The Mortgage is a valid, existing and enforceable first
lien
on the
Mortgaged Property, including all improvements on the Mortgaged
Property
subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions
and
restrictions, rights of way, easements and other matters of the
public
record as
of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in the lender's
title
insurance
policy delivered to the originator of the Mortgage Loan and
which do
not adversely affect the Appraised Value of the Mortgaged
Property,
(C) if the Mortgaged Property consists of Co-op Shares, any
lien
for
amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents
or
maintenance expenses secured by the real property owned by the
cooperative
housing
corporation, and (D) other matters to which like properties are
commonly
subject which do not materially interfere with the benefits of
the
security intended to be provided by the Mortgage or the use,
enjoyment,
value or marketability of the related Mortgaged Property. Any
security
agreement, chattel mortgage or equivalent document related to
and
delivered
in connection with the Mortgage Loan establishes and creates a
valid,
existing and enforceable first lien and first priority security
interest
on the property described therein and the Depositor has the
full
right to
sell and assign the same to the Trustee.
(ix) The Mortgage Note and the related Mortgage are genuine and
each
is the
legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms except as enforceability
may be
limited by
(A) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or other similar laws affecting the
enforcement
of the
rights of creditors and (B) general principles of equity,
whether
enforcement is sought in a proceeding in equity or at law.
(x) All parties to the Mortgage Note and the Mortgage had legal
capacity
to enter into the Mortgage Loan and to execute and deliver the
Mortgage
Note and the Mortgage, and the Mortgage Note and the Mortgage
have been
duly and properly executed by such parties.
(xi) The proceeds of the Mortgage Loan have been fully disbursed
to
or for the
account of the Mortgagor and there is no obligation for the
Mortgagee
to advance additional funds thereunder and any and all
requirements as to completion of any on-site or off-site
improvements and
as to
disbursements of any escrow funds therefor have been complied
with.
All costs,
fees and expenses incurred in making or closing the Mortgage
Loan and
the recording of the Mortgage have been paid, and the Mortgagor
is not
entitled to any refund of any amounts paid or due to the
Mortgagee
pursuant
to the Mortgage Note or Mortgage.
(xii) To the best of the Depositor's knowledge, all parties
which
have had
any interest in the Mortgage Loan, whether as mortgagee,
assignee,
pledgee or otherwise, are (or, during the period in which they
held and
disposed of such interest, were) in compliance with any and all
applicable
"doing business" and licensing requirements of the laws of the
state
wherein the Mortgaged Property is located.
(xiii) (A) The Mortgage Loan is covered by an ALTA lender's
title
insurance
policy, acceptable to Fannie Mae or Freddie Mac, issued by a
title
insurer acceptable to Fannie Mae or Freddie Mac and qualified to
do
business
in the jurisdiction where the Mortgaged Property is located,
insuring
(subject to the exceptions contained in (viii)(A) and (B)
above)
the
Seller, its successors and assigns as to the first priority lien
of
the Mortgage in
the original principal amount of the Mortgage Loan, (B) a
title
search has been done showing no lien (other than the exceptions
contained
in (viii)(A) and (B) above) on the related Mortgaged Property
senior to
the lien of the Mortgage or (C) in the case of any Mortgage
Loan
secured by
a Mortgaged Property located in a jurisdiction where such
policies
are generally not available, an opinion of counsel of the type
customarily rendered in such jurisdiction in lieu of title
insurance is
instead
received. For each Mortgage Loan covered by a title insurance
policy (x)
the Depositor is the sole insured of such lender's title
insurance
policy, and such lender's title insurance policy is in full
force and
effect and will be in full force and effect upon the
consummation of the transactions contemplated by this Agreement and
(y) no
claims
have been made under such lender's title insurance policy, and
the
Depositor
has not done, by act or omission, anything which would impair
the
coverage of such lender's title insurance policy.
(xiv) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and
no event
which,
with the passage of time or with notice and the expiration of
any
grace or
cure period, would constitute a default, breach, violation or
event of
acceleration, and the Seller has not waived any default,
breach,
violation
or event of acceleration.
(xv) As of the date of origination of the Mortgage Loan, there
had
been no
mechanics' or similar liens or claims filed for work, labor or
material
(and no rights are outstanding that under law could give rise
to
such lien)
affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related
Mortgage.
(xvi) All improvements which were considered in determining the
Appraised
Value of the related Mortgaged Property lay wholly within the
boundaries
and building restriction lines of the Mortgaged Property, and
no
improvements on adjoining properties encroach upon the
Mortgaged
Property.
(xvii) The Mortgage Loan was originated by a savings and loan
association, savings bank, commercial bank, credit union,
insurance
company,
or similar institution which is supervised and examined by a
federal or
state authority, or by a mortgagee approved by the Secretary of
Housing
and Urban Development pursuant to sections 203 and 211 of the
National
Housing Act.
(xviii) Principal payments on the Mortgage Loan commenced no
more
than sixty
days after the proceeds of the Mortgaged Loan were disbursed.
The
Mortgage Loans are 20 to 30-year fixed rate mortgage loans having
an
original
term to maturity of not more than 30 years, with interest
payable
in arrears
on the first day of the month. Each Mortgage Note requires a
monthly
payment which is sufficient to fully amortize the original
principal
balance over the original term thereof and to pay interest at
the
related Mortgage Interest Rate. The Mortgage Note does not
permit
negative
amortization.
(xix) There is no proceeding pending or, to the Depositor's
knowledge,
threatened for the total or partial condemnation of the
Mortgaged
Property. The Mortgaged Property is in good repair and is
undamaged by
waste, fire, earthquake or earth movement, windstorm, flood,
tornado or
other casualty, so as to affect adversely the value of the
Mortgaged
Property as security for the Mortgage Loan or the use for which
the
premises were intended.
(xx) The Mortgage and related Mortgage Note contain customary
and
enforceable provisions such as to render the rights and remedies of
the
holder
thereof adequate for the realization against the Mortgaged
Property
of the
benefits of the security provided thereby, including (A) in the
case of a
Mortgage designated as a deed of trust, by trustee's sale, and
(B)
otherwise by judicial foreclosure. To the best of the
Depositor's
knowledge,
following the date of origination of the Mortgage Loan, the
Mortgaged
Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for
protection
under
applicable bankruptcy laws. There is no homestead or other
exemption
or right
available to the Mortgagor or any other person which would
interfere
with the right to sell the Mortgaged Property at a trustee's
sale or
the right to foreclose the Mortgage.
(xxi) Other than any Borrowers Protection Plan(R) addendum to
the
Mortgage
Note of a BPP Mortgage Loan, the Mortgage Note and Mortgage are
on forms
acceptable to Fannie Mae or Freddie Mac.
(xxii) The Mortgage Note is not and has not been secured by any
collateral
except the lien of the corresponding Mortgage on the Mortgaged
Property
and the security interest of any applicable security agreement
or
chattel
mortgage referred to in (viii) above.
(xxiii) Each appraisal of the related Mortgaged Property, is in
a
form
acceptable to Fannie Mae or Freddie Mac and such appraisal
complies
with the
requirements of FIRREA, and was made and signed, prior to the
approval
of the Mortgage Loan application, by a Qualified Appraiser.
(xxiv) In the event the Mortgage constitutes a deed of trust, a
trustee,
duly qualified under applicable law to serve as such, has been
properly
designated and currently so serves, and no fees or expenses are
or will
become payable by the Trustee to the trustee under the deed of
trust,
except in connection with a trustee's sale after default by the
Mortgagor.
(xxv) No Mortgage Loan is a graduated payment mortgage loan, no
Mortgage
Loan has a shared appreciation or other contingent interest
feature,
and no more than 0.00%, 0.00% and 0.19% (by Cut-off Date
Principal
Balance) of the Group 1 Mortgage Loans, Group 2 Mortgage Loans
and Group
3 Mortgage Loans, respectively, are Buy-Down Mortgage Loans.
(xxvi) The Mortgagor has received all disclosure materials
required
by
applicable law with respect to the making of mortgage loans of the
same
type as
the Mortgage Loan and rescission materials required by
applicable
law if the
Mortgage Loan is a Refinance Mortgage Loan.
(xxvii) Each Primary Insurance Policy to which any Mortgage Loan
is
subject
will be issued by an insurer acceptable to Fannie Mae or
Freddie
Mac, which
insures that portion of the Mortgage Loan in excess of the
portion of
the Appraised Value of the Mortgaged Property required by
Fannie
Mae. All provisions of such Primary Insurance Policy have been
and
are being
complied with, such policy is in full force and effect, and all
premiums
due thereunder have been paid. Any Mortgage subject to any such
Primary
Insurance Policy obligates the Mortgagor thereunder to maintain
such
insurance and to pay all premiums and charges in connection
therewith
at least
until Loan-to-Value Ratio of such Mortgage Loan is reduced to
less than
80%. The Mortgage Interest Rate for the Mortgage Loan does not
include
any such insurance premium.
(xxviii) To the best of the Depositor's knowledge as of the date
of
origination of the Mortgage Loan, (A) the Mortgaged Property is
lawfully
occupied
under applicable law, (B) all inspections, licenses and
certificates required to be made or issued with respect to all
occupied
portions
of the Mortgaged Property and, with respect to the use and
occupancy
of the same, including but not limited to certificates of
occupancy,
have been made or obtained from the appropriate authorities and
(C) no
improvement located on or part of the Mortgaged Property is in
violation
of any zoning law or regulation.
(xxix) The Assignment of Mortgage (except with respect to any
Mortgage
that has been recorded in the name of MERS or its designee) is
in
recordable
form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located.
(xxx) All payments required to be made prior to the Cut-off Date
for
such
Mortgage Loan under the terms of the Mortgage Note have been made
and
no
Mortgage Loan has been more than 30 days delinquent more than once
in
the twelve
month period immediately prior to the Cut-off Date.
(xxxi) With respect to each Mortgage Loan, the Depositor or
Servicer
is in
possession of a complete Mortgage File except for the documents
which have
been delivered to the Trustee or which have been submitted for
recording
and not yet returned.
(xxxii) Immediately prior to the transfer and assignment
contemplated herein, the Depositor was the sole owner and holder of
the
Mortgage
Loans. The Mortgage Loans were not assigned or pledged by the
Depositor
and the Depositor had good and marketable title thereto, and
the
Depositor
had full right to transfer and sell the Mortgage Loans to the
Trustee
free and clear of any encumbrance, participation interest,
lien,
equity,
pledge, claim or security interest and had full right and
authority subject to
no interest or participation in, or agreement with
any other
party to sell or otherwise transfer the Mortgage Loans.
(xxxiii) Any future advances made prior to the Cut-off Date
have
been
consolidated with the outstanding principal amount secured by
the
Mortgage,
and the secured principal amount, as consolidated, bears a
single
interest rate and single repayment term. The lien of the
Mortgage
securing
the consolidated principal amount is expressly insured as
having
first lien
priority by a title insurance policy, an endorsement to the
policy
insuring the mortgagee's consolidated interest or by other
title
evidence
acceptable to Fannie Mae and Freddie Mac. The consolidated
principal amount does
not exceed the original principal amount of the
Mortgage
Loan.
(xxxiv) The Mortgage Loan was underwritten in accordance with
the
applicable
Underwriting Guidelines in effect at the time of origination
with
exceptions thereto exercised in a reasonable manner.
(xxxv) If the Mortgage Loan is secured by a long-term
residential
lease, (1)
the lessor under the lease holds a fee simple interest in the
land; (2)
the terms of such lease expressly permit the mortgaging of the
leasehold
estate, the assignment of the lease without the lessor's
consent
and the
acquisition by the holder of the Mortgage of the rights of the
lessee
upon foreclosure or assignment in lieu of foreclosure or
provide
the holder
of the Mortgage with substantially similar protections; (3) the
terms of
such lease do not (a) allow the termination thereof upon the
lessee's
default without the holder of the Mortgage being entitled to
receive written notice
of, and opportunity to cure, such default, (b)
allow the
termination of the lease in the event of damage or destruction
as long as
the Mortgage is in existence, (c) prohibit the holder of the
Mortgage
from being insured (or receiving proceeds of insurance) under
the
hazard
insurance policy or policies relating to the Mortgaged Property
or
(d) permit
any increase in the rent other than pre-established increases
set forth
in the lease; (4) the original term of such lease is not less
than 15
years; (5) the term of such lease does not terminate earlier
than
five years
after the maturity date of the Mortgage Note; and (6) the
Mortgaged
Property is located in a jurisdiction in which the use of
leasehold
estates in transferring ownership in residential properties is
a
widely
accepted practice.
(xxxvi) No more than 1.50%, 1.70% and 0.15% (by Cut-off Date
Principal
Balance) of the Group 1 Mortgage Loans, Group 2 Mortgage Loans
and Group
3 Mortgage Loans, respectively, are secured by long-term
residential leases.
(xxxvii) The Mortgaged Property is located in the state
identified
in the
Mortgage Loan Schedule and consists of a parcel of real
property
with a
detached single family residence erected thereon, or a two- to
four-family dwelling, or an individual condominium unit, or an
individual
unit in a
planned unit development, or, in the case of Mortgage Loans
secured by
Co-op Shares, leases or occupancy agreements; provided,
however,
that any condominium project or planned unit development
generally
conforms with the applicable Underwriting Guidelines regarding
such
dwellings, and no residence or dwelling is a mobile home or a
manufactured dwelling.
(xxxviii) The Depositor used no adverse selection procedures in
selecting
the Mortgage Loan for inclusion in the Trust Estate.
(xxxix) Each Mortgage Loan is a "qualified mortgage" within the
meaning of
Section 860G(a)(3) of the Code.
(xl) With respect to each Mortgage where a lost note affidavit
has
been
delivered to the Trustee in place of the related Mortgage Note,
the
related
Mortgage Note is no longer in existence.
(xli) No Mortgage Loan is a "high cost" loan as defined under
any
federal,
state or local law applicable to such Mortgage Loan at the time
of its
origination.
(xlii) No Mortgage Loan is a High Cost Loan or Covered Loan, as
applicable
(as such terms are defined in the then-current S&P's
LEVELS(R)
Glossary
which is now Version 5.7, Appendix E) and no Mortgage Loan
originated
on or after October 1, 2002 through March 6, 2003 is governed
by the
Georgia Fair Lending Act.
(xliii) No Mortgage Loan is subject to the provisions of the
Home
Ownership
and Equity Protection Act of 1994, as amended.
(xliv) No Group 2 Mortgage Loan is a "high cost home,"
"covered,"
"high risk
home" or "predatory" loan under any applicable state, federal
or local
law (or a similarly classified loan using different terminology
under a
law imposing heightened regulatory scrutiny or additional legal
liability
for residential mortgage loans having high interest rates,
points
and/or fees).
(xlv) With respect to each Group 2 Mortgage Loan, no borrower
obtained a
prepaid single-premium credit life, credit disability, credit
unemployment or credit property insurance policy in connection with
the
origination of the Mortgage Loan.
(xlvi) No Group 2 Mortgage Loan provides for the payment of a
prepayment
premium.
(xlvii) No Group 2 Mortgage Loan originated on or after August
1,
2004
requires the borrower to submit to arbitration to resolve any
dispute
arising
out of or relating in any way to the mortgage loan transaction.
(xlviii) As of the date of origination, no Group 2 Mortgage Loan
had
a
principal balance in excess of Freddie Mac's dollar amount limits
for
conforming
one- to four-family mortgage loans.
(xlix) With respect to each Group 2 Mortgage Loan, the borrower
was
offered
mortgage loan products for which the borrower qualified.
(l) The methodology used in underwriting the extension of credit
for
each Group
2 Mortgage Loan employs objective mathematical principles which
relate the
borrower's income, assets and liabilities to the proposed
payment
and such underwriting methodology does not rely on the extent
of
the
borrower's equity in the collateral as the principal
determining
factor in
approving such credit extension. Such underwriting methodology
confirmed
that at the time of origination (application/approval) the
borrower
had the reasonable ability to make timely payments on the
Mortgage
Loan.
(li) No borrower under a Group 2 Mortgage Loan was charged
"points
and fees"
in an amount greater than (a) $1,000 or (b) 5% of the Cut-off
Date
Principal Balance of such Mortgage Loan, whichever is greater.
For
purposes
of this representation, "points and fees" (x) include
origination, underwriting, broker and finder's fees and charges
that the
lender
imposed as a condition of making the Mortgage Loan, whether
they
are paid
to the lender or a third party; and (y) exclude bona fide
discount
points, fees paid for actual services rendered in connection
with
the
origination of the mortgage (such as attorneys' fees, notaries
fees
and fees
paid for property appraisals, credit reports, surveys, title
examinations and extracts, flood and tax certifications, and
home
inspections); the cost of mortgage insurance or credit-risk
price
adjustments; the costs of title, hazard, and flood insurance
policies;
state and
local transfer taxes or fees; escrow deposits for the future
payment of
taxes and insurance premiums; and other miscellaneous fees and
charges
that, in total, do not exceed 0.25 percent of the loan amount.
(lii) All points, fees and charges (including finance charges),
whether or
not financed, assessed, collected or to be collected in
connection
with the origination and servicing of each Group 2 Mortgage
Loan, have
been disclosed in writing to the borrower in accordance with
applicable
state and federal law and regulation.
Notwithstanding the foregoing, no representations or warranties
are
made by the Depositor as to the environmental condition of any
Mortgaged
Property; the absence, presence or effect of hazardous wastes or
hazardous
substances on any Mortgaged Property; any casualty resulting from
the presence
or effect of hazardous wastes or hazardous substances on, near or
emanating from
any Mortgaged Property; the impact on Certificateholders of any
environmental
condition or presence of any hazardous substance on or near any
Mortgaged
Property; or the compliance of any Mortgaged Property with any
environmental
laws, nor is any agent, Person or entity otherwise affiliated with
the Depositor
authorized or able to make any such representation, warranty or
assumption of
liability relative to any Mortgaged Property. In addition, no
representations or
warranties are made by the Depositor with respect to the absence or
effect of
fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and
warranties
set forth in this Section 2.04 shall survive delivery of the
respective Mortgage
Files to the Trustee or the Custodian and shall inure to the
benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement
or assignment.
Upon discovery by any of the Depositor, the Servicer, the Trustee
or
the Custodian that any of the representations and warranties set
forth in this
Section 2.04 is not accurate (referred to herein as a "breach") and
that such
breach (in the case of the representations and warranties set forth
in clauses
(i) through (xlii) of this Section 2.04) materially and adversely
affects the
interests of the Certificateholders in the related Mortgage Loan,
the party
discovering such breach shall give prompt written notice to the
other parties
(any Custodian being so obligated under a custodial agreement);
provided that
any such breach that causes the Mortgage Loan not to be a
"qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code shall be
deemed to
materially and adversely affect the interests of the
Certificateholders. Within
90 days of its discovery or its receipt of notice of any such
breach, the
Depositor shall cure such breach in all material respects or shall
either (i)
repurchase the Mortgage Loan or any property acquired in respect
thereof from
the Trustee at a price equal to the Repurchase Price or (ii) if
within two years
of the Closing Date, substitute for such Mortgage Loan in the
manner described
in Section 2.02; provided that if the breach would cause the
Mortgage Loan to be
other than a "qualified mortgage" as defined in Section 860G(a)(3)
of the Code,
any such repurchase or substitution must occur within 90 days from
the date the
breach was discovered. In addition to the foregoing, if a breach of
the
representation set forth in clause (vi) or (xlii) of this Section
2.04 occurs as
a result of a violation of an applicable predatory or abusive
lending law, the
Depositor shall reimburse the Trust for all costs or damages
incurred by the
Trust as a result of the violation of such law (such amount, the
"Reimbursement
Amount"). The Repurchase Price of any repurchase described in this
paragraph,
the Substitution Adjustment Amount, if any, and any Reimbursement
Amount shall
be deposited in the Servicer Custodial Account. It is understood
and agreed
that, except with respect to the second preceding sentence, the
obligation of
the Depositor to repurchase or substitute for any Mortgage Loan or
Mortgaged
Property as to which such a breach has occurred and is continuing
shall
constitute the sole remedy respecting such breach available to
Certificateholders, or to the Trustee on behalf of
Certificateholders, and such
obligation shall survive until termination of the Trust
hereunder.
Section
2.05 Designation of Interests in the REMICs. The Depositor
hereby designates the Classes of Senior Certificates (other than
the
Exchangeable Certificates and the Class 3-A-R Certificate and other
than the
right of the Class 3-A-11 and Class 3-A-16 Certificates to receive
the Yield
Maintenance Agreement Payments), the Classes of Subordinate
Certificates as
"regular interests" and the Class R-U Interest as the single class
of "residual
interest" in the Upper-Tier REMIC for the purposes of Code Sections
860G(a)(1)
and 860G(a)(2), respectively. The Depositor hereby further
designates (i) the
Uncertificated Middle-Tier Interests as classes of "regular
interests" and the
Class R-M Interest as the single class of "residual interest" in
the Middle-Tier
REMIC and (ii) the Uncertificated Lower-Tier Interests as classes
of "regular
interests" and the Class R-L Interest as the single class of
"residual interest"
in the Lower-Tier REMIC for the purposes of Code Sections
860G(a)(1) and
860G(a)(2), respectively.
Section 2.06 Designation of Start-up Day. The Closing Date is
hereby
designated as the "start-up day" of each of the Upper-Tier REMIC,
Middle-Tier
REMIC and Lower-Tier REMIC within the meaning of Section 860G(a)(9)
of the Code.
Section 2.07 REMIC Certificate Maturity Date. Solely for purposes
of
satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations,
the "latest
possible maturity date" of the regular interests in the Upper-Tier
REMIC,
Middle-Tier REMIC and Lower-Tier REMIC is April 25, 2037.
Section 2.08 Execution and Delivery of Certificates. (a) The
Trustee
(i) in exchange for the Mortgage Loans and all other assets
included in the
definition of "Trust Estate," receipt of which is hereby
acknowledged,
acknowledges the issuance of and hereby declares that it holds
the
Uncertificated Lower-Tier Interests on behalf of the Middle-Tier
REMIC and the
Certificateholders, (ii) in exchange for the Uncertificated
Lower-Tier
Interests, acknowledges the issuance of and hereby declares that it
holds the
Uncertificated Middle-Tier Interests on behalf of the Upper-Tier
REMIC and the
Certificateholders and (iii) in exchange for the Uncertificated
Middle-Tier
Interests, has executed and delivered to or upon the order of the
Depositor,
Certificates (other than the Exchangeable Certificates) in
authorized
Denominations which, together with the Uncertificated Middle-Tier
Interests and
the Uncertificated Lower-Tier Interests, evidence ownership of the
entire Trust
Estate.
(b)
In addition, the Trustee shall, from time to time as requested
by beneficial owners of Exchangeable REMIC Certificates or
Exchangeable
Certificates pursuant to Section 5.10(b), exchange Exchangeable
REMIC
Certificates for Exchangeable Certificates and vice versa.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans. For and on
behalf
of the Certificateholders, the Servicer shall service and
administer the
Mortgage Loans, all in accordance with the terms of this Agreement,
Customary
Servicing Procedures, applicable law and the terms of the Mortgage
Notes and
Mortgages. In connection with such servicing and administration,
the Servicer
shall have full power and authority, acting alone and/or through
Subservicers as
provided in Section 3.02, to do or cause to be done any and all
things that it
may deem necessary or desirable in connection with such servicing
and
administration including, but not limited to, the power and
authority, subject
to the terms hereof, (a) to execute and deliver, on behalf of
the
Certificateholders and the Trustee, customary consents or waivers
and other
instruments and documents, (b) to consent, with respect to the
Mortgage Loans it
services, to transfers of any Mortgaged Property and assumptions of
the Mortgage
Notes and related Mortgages (but only in the manner provided in
this Agreement),
(c) to collect any Insurance Proceeds and other Liquidation
Proceeds relating to
the Mortgage Loans it services, and (d) to effectuate foreclosure
or other
conversion of the ownership of the Mortgaged Property securing any
Mortgage Loan
it services. The Servicer shall represent and protect the interests
of the Trust
in the same manner as it protects its own interests in mortgage
loans in its own
portfolio in any claim, proceeding or litigation regarding a
Mortgage Loan and
shall not make or permit any modification, waiver or amendment of
any term of
any Mortgage Loan, except as provided pursuant to Section 3.21.
Without limiting
the generality of the foregoing, the Servicer, in its own name or
in the name of
any Subservicer or the Depositor and the Trustee, is hereby
authorized and
empowered by the Depositor and the Trustee, when the Servicer or
any
Subservicer, as the case may be, believes it appropriate in its
reasonable
judgment, to execute and deliver, on behalf of the Trustee, the
Depositor, the
Certificateholders or any of them, any and all instruments or
agreements of
satisfaction, cancellation, default, assumption, modification,
discharge,
partial or full release, and all other comparable instruments and
agreements,
with respect to the Mortgage Loans it services, and with respect to
the related
Mortgaged Properties held for the benefit of the
Certificateholders. To the
extent that the Servicer is not permitted to execute and deliver
such documents
pursuant to the preceding sentence, the Servicer shall prepare and
deliver to
the Depositor and/or the Trustee such documents requiring execution
and delivery
by either or both of them as are necessary or appropriate to enable
the Servicer
to service and administer the Mortgage Loans it services. Upon
receipt of such
documents, the Depositor and/or the Trustee, upon the direction of
the Servicer,
shall promptly execute such documents and deliver them to the
Servicer.
Alternatively, upon the request of the Servicer, the Trustee shall
execute and
deliver to the Servicer any additional powers of attorney and other
documents
prepared by the Servicer that are reasonably necessary or
appropriate to enable
the Servicer to carry out its servicing and administrative duties
under this
Agreement.
In accordance with the standards of the preceding paragraph,
the
Servicer shall advance or cause to be advanced funds as necessary
for the
purpose of effecting the payment of taxes and assessments on the
Mortgaged
Properties relating to the Mortgage Loans it services, which
Servicing Advances
shall be reimbursable in the first instance from related
collections from the
Mortgagors pursuant to Section 3.09, and further as provided in
Section 3.11.
The costs incurred by the Servicer, if any, in effecting the timely
payments of
taxes and assessments on the Mortgaged Properties and related
insurance premiums
shall not, for the purpose of calculating monthly distributions to
the
Certificateholders, be added to the Stated Principal Balances of
the related
Mortgage Loans, notwithstanding that the terms of such Mortgage
Loans so permit.
The relationship of the Servicer (and of any successor to the
Servicer as servicer under this Agreement) to the Trustee under
this Agreement
is intended by the parties to be that of an independent contractor
and not that
of a joint venturer, partner or agent.
Section 3.02 Subservicing; Enforcement of the Obligations of
Servicer. (a) The Servicer may arrange for the subservicing of any
Mortgage Loan
it services by a Subservicer pursuant to a Subservicing Agreement;
provided,
however, that such subservicing arrangement and the terms of the
related
Subservicing Agreement must provide for the servicing of such
Mortgage Loan in a
manner consistent with the servicing arrangements contemplated
hereunder.
Notwithstanding the provisions of any Subservicing Agreement, any
of the
provisions of this Agreement relating to agreements or arrangements
between the
Servicer and a Subservicer or reference to actions taken through a
Subservicer
or otherwise, the Servicer shall remain obligated and liable to the
Depositor,
the Trustee and the Certificateholders for the servicing and
administration of
the Mortgage Loans it services in accordance with the provisions of
this
Agreement without diminution of such obligation or liability by
virtue of such
Subservicing Agreements or arrangements or by virtue of
indemnification from the
Subservicer and to the same extent and under the same terms and
conditions as if
the Servicer alone were servicing and administering those Mortgage
Loans. All
actions of each Subservicer performed pursuant to the related
Subservicing
Agreement shall be performed as agent of the Servicer with the same
force and
effect as if performed directly by the Servicer.
(b) For purposes of this Agreement, the Servicer shall be deemed
to
have received any collections, recoveries or payments with respect
to the
Mortgage Loans it services that are received by a Subservicer
regardless of
whether such payments are remitted by the Subservicer to the
Servicer.
(c) As part of its servicing activities hereunder, the Servicer,
for
the benefit of the Trustee and the Certificateholders, shall use
its best
reasonable efforts to enforce the obligations of each Subservicer
engaged by the
Servicer under the related Subservicing Agreement, to the extent
that the
non-performance of any such obligation would have a material and
adverse effect
on a Mortgage Loan. Such enforcement, including, without
limitation, the legal
prosecution of claims, termination of Subservicing Agreements and
the pursuit of
other appropriate remedies, shall be in such form and carried out
to such an
extent and at such time as the Servicer, in its good faith business
judgment,
would require were it the owner of the related Mortgage Loans. The
Servicer
shall pay the costs of such enforcement at its own expense, and
shall be
reimbursed therefor only (i) from a general recovery resulting from
such
enforcement to the extent, if any, that such recovery exceeds all
amounts due in
respect of the related Mortgage Loan or (ii) from a specific
recovery of costs,
expenses or attorneys fees against the party against whom such
enforcement is
directed.
(d) Any Subservicing Agreement entered into by the Servicer
shall
provide that it may be assumed or terminated by the Trustee, if the
Trustee has
assumed the duties of the Servicer, or any successor Servicer, at
the Trustee's
or successor Servicer's option, as applicable, without cost or
obligation to the
assuming or terminating party or the Trust Estate, upon the
assumption by such
party of the obligations of the Servicer pursuant to Section
8.05.
(e) Notwithstanding the foregoing, to the extent the Servicer
engages any affiliate or third party vendor, including any
Subservicer, in
connection with the performance of any of its duties under this
Agreement, the
Servicer shall immediately notify the Depositor in writing of such
engagement.
To the extent the Depositor notifies the Servicer and the Trustee
that it has
determined that any such affiliate, third party vendor or
Subservicer is a
Servicing Function Participant, the Servicer shall cause such
Servicing Function
Participant to prepare a separate assessment and attestation
report, as
contemplated by Section 3.19 of this Agreement and deliver such
report to the
Trustee as set forth in Section 3.22 of this Agreement. In
addition, to the
extent the Depositor notifies the Servicer and the Trustee that it
has
determined that any such Servicing Function Participant would be a
"servicer"
within the meaning of Item 1101 of Regulation AB and meets the
criteria in Item
1108(a)(2)(i), (ii) or (iii) of Regulation AB (an "Additional
Servicer"), the
Servicer shall cause such Additional Servicer to prepare a separate
compliance
statement as contemplated by Section 3.18 of this Agreement and
deliver such
statement to the Trustee as set forth in Section 3.22 of this
Agreement. In
addition, if the Depositor determines any such Servicing Function
Participant
would be a "servicer" within the meaning of Item 1101 of Regulation
AB, the
Servicer shall cause such Servicing Function Participant to provide
the
Depositor and the Trustee the information required by Section
1108(b) and
1108(c) of Regulation AB within two Business Days following such
engagement. To
the extent the Servicer terminates any such Servicing Function
Participant that
the Depositor has determined is a "servicer" within the meaning of
Item 1101 of
Regulation AB, the Servicer shall provide the Depositor and the
Trustee the
information required to enable the Trustee to accurately and timely
report such
event under Item 6.02 of Form 8-K (if the Trust's Exchange Act
reporting
requirements have not been suspended pursuant to Section 15(d) of
the Exchange
Act as set forth in 3.22(g)).
Section 3.03 Fidelity
Bond; Errors and Omissions Insurance. The
Servicer shall maintain, at its own expense, a blanket fidelity
bond and an
errors and omissions insurance policy, with broad coverage on all
officers,
employees or other persons acting in any capacity requiring such
persons to
handle funds, money, documents or papers relating to the Mortgage
Loans it
services. These policies must insure the Servicer against losses
resulting from
dishonest or fraudulent acts committed by the Servicer's personnel,
any
employees of outside firms that provide data processing services
for the
Servicer, and temporary contract employees or student interns. Such
fidelity
bond shall also protect and insure the Servicer against losses in
connection
with the release or satisfaction of a Mortgage Loan without having
obtained
payment in full of the indebtedness secured thereby. No provision
of this
Section 3.03 requiring such fidelity bond and errors and omissions
insurance
shall diminish or relieve the Servicer from its duties and
obligations as set
forth in this Agreement. The minimum coverage under any such bond
and insurance
policy shall be at least equal to the corresponding amounts
required by Fannie
Mae in the Fannie Mae Servicing Guide or by Freddie Mac in the
Freddie Mac
Sellers' & Servicers' Guide, as amended or restated from time
to time, or in an
amount as may be permitted to the Servicer by express waiver of
Fannie Mae or
Freddie Mac.
Section 3.04 Access to Certain Documentation. The Servicer
shall
provide to the OCC, the OTS, the FDIC and to comparable regulatory
authorities
supervising Holders of Certificates and the examiners and
supervisory agents of
the OCC, the OTS, the FDIC and such other authorities, access to
the
documentation required by applicable regulations of the OCC, the
OTS, the FDIC
and such other authorities with respect to the Mortgage Loans. Such
access shall
be afforded upon reasonable and prior written request and during
normal business
hours at the offices designated by the Servicer; provided that the
Servicer
shall be entitled to be reimbursed by each such Certificateholder
for actual
expenses incurred by the Servicer in providing such reports and
access. Nothing
in this Section 3.04 shall limit the obligation of the Servicer to
observe any
applicable law and the failure of the Servicer to provide access as
provided in
this Section 3.04 as a result of such obligation shall not
constitute a breach
of this Section 3.04.
Section 3.05 Maintenance of Primary Insurance Policy; Claims;
Collections of BPP Mortgage Loan Payments. (a) With respect to each
Mortgage
Loan with a Loan-to-Value Ratio in excess of 80% or such other
Loan-to-Value
Ratio as may be required by law that was originated with a Primary
Insurance
Policy, the Servicer shall, without any cost to the Trust Estate,
maintain or
cause the Mortgagor to maintain in full force and effect a Primary
Insurance
Policy insuring that portion of the Mortgage Loan in excess of a
percentage in
conformity with Fannie Mae requirements. The Servicer shall pay or
shall cause
the Mortgagor to pay the premium thereon on a timely basis, at
least until the
Loan-to-Value Ratio of such Mortgage Loan is reduced to 80% or such
other
Loan-to-Value Ratio as may be required by law. If such Primary
Insurance Policy
is terminated, the Servicer shall obtain from another insurer a
comparable
replacement policy, with a total coverage equal to the remaining
coverage of
such terminated Primary Insurance Policy. If the insurer shall
cease to be an
insurer acceptable to Fannie Mae or Freddie Mac, the Servicer shall
notify the
Trustee in writing, it being understood that the Servicer shall not
have any
responsibility or liability for any failure to recover under the
Primary
Insurance Policy for such reason. If the Servicer determines that
recoveries
under the Primary Insurance Policy are jeopardized by the financial
condition of
the insurer, the Servicer shall obtain from another insurer which
meets the
requirements of this Section 3.05 a replacement insurance policy.
The Servicer
shall not take any action that would result in noncoverage under
any applicable
Primary Insurance Policy of any loss that, but for the actions of
the Servicer,
would have been covered thereunder. In connection with any
assumption or
substitution agreement entered into or to be entered into pursuant
to Section
3.13, the Servicer shall promptly notify the insurer under the
related Primary
Insurance Policy, if any, of such assumption or substitution of
liability in
accordance with the terms of such Primary Insurance Policy and
shall take all
actions which may be required by such insurer as a condition to the
continuation
of coverage under such Primary Insurance Policy. If such Primary
Insurance
Policy is terminated as a result of such assumption or substitution
of
liability, the Servicer shall obtain a replacement Primary
Insurance Policy as
provided above.
In connection with its activities as servicer, the Servicer
agrees
to prepare and present, on behalf of itself, the Trustee and
the
Certificateholders, claims to the insurer under any Primary
Insurance Policy in
a timely fashion in accordance with the terms of such Primary
Insurance Policy
and, in this regard, to take such action as shall be necessary to
permit
recovery under any Primary Insurance Policy respecting a defaulted
Mortgage
Loan. Pursuant to Section 3.09(a), any amounts collected by the
Servicer under
any Primary Insurance Policy shall be deposited in the related
Escrow Account,
subject to withdrawal pursuant to Section 3.09(b).
The Servicer will comply with all provisions of applicable state
and
federal law relating to the cancellation of, or collection of
premiums with
respect to, Primary Mortgage Insurance, including, but not limited
to, the
provisions of the Homeowners Protection Act of 1998, and all
regulations
promulgated thereunder, as amended from time to time.
(b) The Servicer shall take all actions necessary to collect,
on
behalf of the Trust, any BPP Mortgage Loan Payments required to be
made to the
Trust pursuant to the Mortgage Loan Purchase Agreement.
Section 3.06 Rights of the Depositor and the Trustee in Respect
of
the Servicer. The Depositor may, but is not obligated to, enforce
the
obligations of the Servicer hereunder and may, but is not obligated
to, perform,
or cause a designee to perform, any defaulted obligation of the
Servicer
hereunder and in connection with any such defaulted obligation to
exercise the
related rights of the Servicer hereunder; provided that the
Servicer shall not
be relieved of any of its obligations hereunder by virtue of such
performance by
the Depositor or its designee. Neither the Trustee nor the
Depositor shall have
any responsibility or liability for any action or failure to act by
the Servicer
nor shall the Trustee or the Depositor be obligated to supervise
the performance
of the Servicer hereunder or otherwise.
Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a
Subservicer
in its capacity as such shall be deemed to be between the
Subservicer and the
Servicer alone, and the Trustee and Certificateholders shall not be
deemed
parties thereto and shall have no claims, rights, obligations,
duties or
liabilities with respect to the Subservicer except as set forth in
Section 3.07.
The Servicer shall be solely liable for all fees owed by it to any
Subservicer,
irrespective of whether the Servicer's compensation pursuant to
this Agreement
is sufficient to pay such fees.
Section 3.07 Trustee to Act as Servicer. If the Servicer shall
for
any reason no longer be the Servicer hereunder (including by reason
of an Event
of Default), the Trustee shall within 90 days of such time, assume,
if it so
elects, or shall appoint a successor Servicer to assume, all of the
rights and
obligations of the Servicer hereunder arising thereafter (except
that the
Trustee shall not be (a) liable for losses of the Servicer pursuant
to Section
3.12 or any acts or omissions of the predecessor Servicer
hereunder, (b)
obligated to make Advances if it is prohibited from doing so by
applicable law
or (c) deemed to have made any representations and warranties of
the Servicer
hereunder). Any such assumption shall be subject to Sections 7.02
and 8.05. If
the Servicer shall for any reason no longer be the Servicer
(including by reason
of any Event of Default), the Trustee or the successor Servicer may
elect to
succeed to any rights and obligations of the Servicer under each
Subservicing
Agreement or may terminate each Subservicing Agreement. If it has
elected to
assume the Subservicing Agreement, the Trustee or the successor
Servicer shall
be deemed to have assumed all of the Servicer's interest therein
and to have
replaced the Servicer as a party to any Subservicing Agreement
entered into by
the Servicer as contemplated by Section 3.02 to the same extent as
if the
Subservicing Agreement had been assigned to the assuming party
except that the
Servicer shall not be relieved of any liability or obligations
under any such
Subservicing Agreement.
The Servicer that is no longer the Servicer hereunder shall,
upon
request of the Trustee, but at the expense of such predecessor
Servicer, deliver
to the assuming party all documents and records relating to each
Subservicing
Agreement or substitute servicing agreement and the Mortgage Loans
then being
serviced thereunder and an accounting of amounts collected or held
by it and
otherwise use its best efforts to effect the orderly and efficient
transfer of
such substitute Subservicing Agreement to the assuming party. The
Trustee shall
be entitled to be reimbursed from the predecessor Servicer (or the
Trust if the
predecessor Servicer is unable to fulfill its obligations
hereunder) for all
Servicing Transfer Costs.
Section 3.08 Collection of Mortgage Loan Payments; Servicer
Custodial Account; Certificate Account; Reserve Funds; Posted
Collateral Account
and Yield Maintenance Agreements. (a) Continuously from the date
hereof until
the principal and interest on all Mortgage Loans are paid in full,
the Servicer
will proceed diligently, in accordance with this Agreement, to
collect all
payments due under each of the Mortgage Loans it services when the
same shall
become due and payable. Further, the Servicer will in accordance
with all
applicable law and Customary Servicing Procedures ascertain and
estimate taxes,
assessments, fire and hazard insurance premiums, mortgage insurance
premiums and
all other charges with respect to the Mortgage Loans it services
that, as
provided in any Mortgage, will become due and payable to the end
that the
installments payable by the Mortgagors will be sufficient to pay
such charges as
and when they become due and payable. Consistent with the
foregoing, the
Servicer may in its discretion (i) waive any late payment charge or
any
prepayment charge or penalty interest in connection with the
prepayment of a
Mortgage Loan it services and (ii) extend the due dates for
payments due on a
Mortgage Note for a period not greater than 120 days; provided,
however, that
the Servicer cannot extend the maturity of any such Mortgage Loan
past the date
on which the final payment is due on the latest maturing Mortgage
Loan as of the
Cut-off Date. In the event of any such arrangement, the Servicer
shall make
Periodic Advances on the related Mortgage Loan in accordance with
the provisions
of Section 3.20 during the scheduled period in accordance with the
amortization
schedule of such Mortgage Loan without modification thereof by
reason of such
arrangements. The Servicer shall not be required to institute or
join in
litigation with respect to collection of any payment (whether under
a Mortgage,
Mortgage Note or otherwise or against any public or governmental
authority with
respect to a taking or condemnation) if it reasonably believes that
enforcing
the provision of the Mortgage or other instrument pursuant to which
such payment
is required is prohibited by applicable law.
(b) The Servicer shall establish and maintain the Servicer
Custodial
Account. The Servicer shall deposit or cause to be deposited into
the Servicer
Custodial Account, all on a daily basis within one Business Day of
receipt,
except as otherwise specifically provided herein, the following
payments and
collections remitted by Subservicers or received by the Servicer in
respect of
the Mortgage Loans subsequent to the Cut-off Date (other than in
respect of
principal and interest due on the Mortgage Loans on or before the
Cut-off Date)
and the following amounts required to be deposited hereunder with
respect to the
Mortgage Loans it services:
(i) all payments on account of principal of the Mortgage Loans,
including
Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans,
net
of the
Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds,
other
than
Insurance Proceeds to be (1) applied to the restoration or repair
of
the
Mortgaged Property, (2) released to the Mortgagor in accordance
with
Customary
Servicing Procedures or (3) required to be deposited to an
Escrow
Account pursuant to Section 3.09(a), and other than any Excess
Proceeds
and (B) any Insurance Proceeds released from an Escrow Account
pursuant
to Section 3.09(b)(iv);
(iv) any amount required to be deposited by the Servicer pursuant
to
Section
3.08(d) in connection with any losses on Permitted Investments
with
respect to the Servicer Custodial Account;
(v) any amounts required to be deposited by the Servicer pursuant
to
Section
3.14;
(vi) all Repurchase Prices, all Substitution Adjustment Amounts
and
all
Reimbursement Amounts, to the extent received by the Servicer;
(vii) Periodic Advances made by the Servicer pursuant to
Section
3.20 and
any Compensating Interest;
(viii) any Recoveries;
(ix) any Buy-Down Funds required to be deposited pursuant to
Section
3.23;
and
(x) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to the Servicer
Custodial
Account by the Servicer shall be exclusive it being understood and
agreed that,
without limiting the generality of the foregoing, Ancillary Income
need not be
deposited by the Servicer. If the Servicer shall deposit in the
Servicer
Custodial Account any amount not required to be deposited, it may
at any time
withdraw or direct the institution maintaining the Servicer
Custodial Account to
withdraw such amount from the Servicer Custodial Account, any
provision herein
to the contrary notwithstanding. The Servicer Custodial Account may
contain
funds that belong to one or more trust funds created for mortgage
pass-through
certificates of other series and may contain other funds respecting
payments on
mortgage loans belonging to the Servicer or serviced by the
Servicer on behalf
of others; provided that such commingling of funds shall not be
permitted at any
time during which Fitch's senior long-term unsecured debt rating of
Bank of
America is below "A." Notwithstanding such commingling of funds,
the Servicer
shall keep records that accurately reflect the funds on deposit in
the Servicer
Custodial Account that have been identified by it as being
attributable to the
Mortgage Loans it services. The Servicer shall maintain adequate
records with
respect to all withdrawals made pursuant to this Section 3.08. All
funds
required to be deposited in the Servicer Custodial Account shall be
held in
trust for the Certificateholders until withdrawn in accordance with
Section
3.11.
(c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Certificate Account, which shall be deemed
to consist of
three sub-accounts. The Trustee shall, promptly upon receipt,
deposit in the
Certificate Account and retain therein the following:
(i) the aggregate amount remitted by the Servicer to the
Trustee
pursuant
to Section 3.11(a)(viii);
(ii) any amount paid by the Trustee pursuant to Section 3.08(d)
in
connection
with any losses on Permitted Investments with respect to the
Certificate Account; and
(iii) any other amounts deposited hereunder which are required to
be
deposited
in the Certificate Account.
If the Servicer shall remit any amount not required to be
remitted,
it may at any time direct the Trustee to withdraw such amount from
the
Certificate Account, any provision herein to the contrary
notwithstanding. Such
direction may be accomplished by delivering an Officer's
Certificate to the
Trustee which describes the amounts deposited in error in the
Certificate
Account. All funds required to be deposited in the Certificate
Account shall be
held by the Trustee in trust for the Certificateholders until
disbursed in
accordance with this Agreement or withdrawn in accordance with
Section 3.11. In
no event shall the Trustee incur liability for withdrawals from the
Certificate
Account at the direction of the Servicer.
(d) Each institution at which the Servicer Custodial Account or
the
Certificate Account is maintained shall invest the funds therein as
directed in
writing by the Servicer, in the case of the Servicer Custodial
Account, or the
Trustee, in the case of the Certificate Account, in Permitted
Investments, which
shall mature not later than (i) in the case of the Servicer
Custodial Account,
the Business Day next preceding the related Remittance Date (except
that if such
Permitted Investment is an obligation of the institution that
maintains such
account, then such Permitted Investment shall mature not later than
such
Remittance Date) and (ii) in the case of the Certificate Account,
the Business
Day next preceding the Distribution Date (except that if such
Permitted
Investment is an obligation of the institution that maintains such
account, then
such Permitted Investment shall mature not later than such
Distribution Date)
and, in each case, shall not be sold or disposed of prior to its
maturity. All
such Permitted Investments shall be made in the name of the
Trustee, for the
benefit of the Certificateholders. All Servicer Custodial Account
Reinvestment
Income shall be for the benefit of the Servicer as part of its
Servicing
Compensation and shall be retained by it monthly as provided
herein. All income
or gain (net of any losses) realized from any such investment of
funds on
deposit in the Certificate Account shall be for the benefit of the
Trustee as
additional compensation and shall be retained by it monthly as
provided herein.
The amount of any losses realized in the Servicer Custodial Account
or the
Certificate Account incurred in any such account in respect of any
such
investments shall promptly be deposited by the Servicer in the
Servicer
Custodial Account or by the Trustee in the Certificate Account, as
applicable.
(e) The Servicer shall give notice to the Trustee of any
proposed
change of the location of the Servicer Custodial Account maintained
by the
Servicer not later than 30 days and not more than 45 days prior to
any change
thereof. The Trustee shall give notice to the Servicer, each Rating
Agency and
the Depositor of any proposed change of the location of the
Certificate Account
not later than 30 days after and not more than 45 days prior to any
change
thereof. The creation of the Servicer Custodial Account shall be
evidenced by a
certification substantially in the form of Exhibit F hereto. A copy
of such
certification shall be furnished to the Trustee.
(f) The Trustee shall designate the Upper-Tier Certificate
Sub-Account as a sub-account of the Certificate Account. On each
Distribution
Date (other than the Final Distribution Date, if such Final
Distribution Date is
in connection with a purchase of the assets of the Trust Estate by
the
Depositor), the Trustee shall, from funds available on deposit in
the
Certificate Account, be deemed to deposit into the Upper-Tier
Certificate
Sub-Account, the Lower-Tier Distribution Amount.
(g) (i) The
Trustee shall establish and maintain the Class 3-A-11
Reserve Fund and the Class 3-A-16 Reserve Fund, held in trust for
the benefit of
the Holders of the Class 3-A-11 and Class 3-A-16 Certificates,
respectively. The
Trustee shall deposit in the applicable Reserve Fund on the date
received by it
the related Yield Maintenance Agreement Payment, if any, received
from the
Counterparty for the related Distribution Date. Funds on deposit in
the Reserve
Funds shall remain uninvested. On each Distribution Date, the
Trustee shall
withdraw from the applicable Reserve Fund the related Yield
Maintenance
Agreement Payment, if any, received in respect of such Distribution
Date and
shall distribute such amount to the Class 3-A-11 or Class 3-A-16
Certificates,
as the case may be.
(ii) The Trustee shall account for the Reserve Funds and the
Yield
Maintenance Agreements and the rights with respect thereto as
assets of
the
Grantor Trust and not as assets of any REMIC created pursuant to
this
Agreement.
The beneficial owners of the Class 3-A-11 Yield Maintenance
Agreement
and the Class 3-A-11 Reserve Fund are the Holders of the Class
3-A-11
Certificates and the beneficial owners of the Class 3-A-16
Yield
Maintenance Agreement and the Class 3-A-16 Reserve Fund are the
Holders of
the Class
3-A-16 Certificates.
(iii) Any amounts in the applicable Reserve Fund paid by the
Trustee
pursuant
to this Section 3.08(g) to the Class 3-A-11 and Class 3-A-16
Certificates shall be accounted for by the Trustee as amounts paid
to the
Class
3-A-11 and Class 3-A-16 Certificates, respectively, from the
Grantor
Trust. In
addition, the Trustee shall account for the right of the Class
3-A-11 and
Class 3-A-16 Certificates to receive amounts from the
applicable
Reserve Fund as rights in limited recourse interest rate cap
contracts
written by the Counterparty in favor of the Class 3-A-11 and
Class
3-A-16 Certificates.
(h) For federal tax
return and information reporting purposes, the
right of the Holders of the Class 3-A-11 and Class 3-A-16
Certificates to
receive payments under the applicable Yield Maintenance Agreement
shall be
assigned a value of zero as of the Closing Date.
(i) For so long as the Trustee is required to file any report
with
the Securities and Exchange Commission pursuant to Section 3.22,
the Sponsor
shall furnish to the Trustee, on each Distribution Date, the
"significance
estimate" of each Yield Maintenance Agreement calculated in
accordance with Item
1115 of Regulation AB as of such Distribution Date.
(j) Upon the occurrence of the events specified in the Yield
Maintenance Agreements, the Trustee shall open and maintain in its
name, a
separate non-interest bearing trust account for the benefit of the
holders of
the Class 3-A-11 and Class 3-A-16 Certificates as a part of the
Trust Estate.
The Posted Collateral Account shall be an Eligible Account and
funds on deposit
therein shall be held separate and apart from and shall not be
commingled with,
any other moneys, including, without limitation, other moneys of
the Trustee
held pursuant to this Agreement.
(k) With respect to any remittance received by the Trustee after
the
day on which such payment was due, the Servicer shall pay to the
Trustee
interest on any such late payment at an annual rate equal to the
Prime Rate,
adjusted as of the date of each change, but in no event greater
than the maximum
amount permitted by applicable law. Such interest shall be
deposited in the
Certificate Account by the Servicer on the date such late payment
is made and
shall cover the period commencing with the day such payment was due
and ending
with the Business Day on which such payment is made, both
inclusive. Such
interest shall be remitted along with the distribution payable on
the next
succeeding Remittance Date. The payment by the Servicer of any such
interest
shall not be deemed an extension of time for payment or a waiver of
any Event of
Default. Any payment pursuant to this paragraph made by the
Servicer to the
Trustee shall be from the Servicer's own funds, without
reimbursement therefor.
Section 3.09 Collection of Taxes, Assessments and Similar
Items;
Escrow Accounts. (a) To the extent required by the related Mortgage
Note and not
violative of current law, the Servicer shall segregate and hold all
funds
collected and received pursuant to each Mortgage Loan which
constitute Escrow
Payments in trust separate and apart from any of its own funds and
general
assets and for such purpose shall establish and maintain one or
more escrow
accounts (collectively, the "Escrow Account"), titled "Bank of
America, National
Association, in trust for registered holders of Banc of America
Alternative Loan
Trust 2007-1 Mortgage Pass-Through Certificates, Series 2007-1 and
various
Mortgagors." The Escrow Account shall be established with a
commercial bank, a
savings bank or a savings and loan association that meets the
guidelines set
forth by Fannie Mae or Freddie Mac as an eligible institution for
escrow
accounts and which is a member of the Automated Clearing House. In
any case, the
Escrow Account shall be insured by the FDIC to the fullest extent
permitted by
law. The Servicer shall deposit in the appropriate Escrow Account
on a daily
basis, and retain therein: (i) all Escrow Payments collected on
account of the
Mortgage Loans, (ii) all amounts representing proceeds of any
hazard insurance
policy which are to be applied to the restoration or repair of any
related
Mortgaged Property and (iii) all amounts representing proceeds of
any Primary
Insurance Policy. Nothing herein shall require the Servicer to
compel a
Mortgagor to establish an Escrow Account in violation of applicable
law.
(b) Withdrawals of amounts so collected from the Escrow Accounts
may
be made by the Servicer only (i) to effect timely payment of taxes,
assessments,
mortgage insurance premiums, fire and hazard insurance premiums,
condominium or
PUD association dues, or comparable items constituting Escrow
Payments for the
related Mortgage, (ii) to reimburse the Servicer out of related
Escrow Payments
made with respect to a Mortgage Loan for any Servicing Advance made
by the
Servicer pursuant to Section 3.09(c) with respect to such Mortgage
Loan, (iii)
to refund to any Mortgagor any sums determined to be overages, (iv)
for transfer
to the Servicer Custodial Account upon default of a Mortgagor or in
accordance
with the terms of the related Mortgage Loan and if permitted by
applicable law,
(v) for application to restore or repair the Mortgaged Property,
(vi) to pay to
the Mortgagor, to the extent required by law, any interest paid on
the funds
deposited in the Escrow Account, (vii) to pay to itself any
interest earned on
funds deposited in the Escrow Account (and not required to be paid
to the
Mortgagor), (viii) to the extent permitted under the terms of the
related
Mortgage Note and applicable law, to pay late fees with respect to
any Monthly
Payment which is received after the applicable grace period, (ix)
to withdraw
suspense payments that are deposited into the Escrow Account, (x)
to withdraw
any amounts inadvertently deposited in the Escrow Account or (xi)
to clear and
terminate the Escrow Account upon the termination of this Agreement
in
accordance with Section 10.01. Any Escrow Account shall not be a
part of the
Trust Estate.
(c) With respect to each Mortgage Loan, the Servicer shall
maintain
accurate records reflecting the status of taxes, assessments and
other charges
which are or may become a lien upon the Mortgaged Property and the
status of
Primary Insurance Policy premiums and fire and hazard insurance
coverage. The
Servicer shall obtain, from time to time, all bills for the payment
of such
charges (including renewal premiums) and shall effect payment
thereof prior to
the applicable penalty or termination date and at a time
appropriate for
securing maximum discounts allowable, employing for such purpose
deposits of the
Mortgagor in the Escrow Account, if any, which shall have been
estimated and
accumulated by the Servicer in amounts sufficient for such
purposes, as allowed
under the terms of the Mortgage. To the extent that a Mortgage does
not provide
for Escrow Payments, the Servicer shall determine that any such
payments are
made by the Mortgagor. The Servicer assumes full responsibility for
the timely
payment of all such bills and shall effect timely payments of all
such bills
irrespective of each Mortgagor's faithful performance in the
payment of same or
the making of the Escrow Payments. The Servicer shall advance any
such payments
that are not timely paid, but the Servicer shall be required so to
advance only
to the extent that such Servicing Advances, in the good faith
judgment of the
Servicer, will be recoverable by the Servicer out of Insurance
Proceeds,
Liquidation Proceeds or otherwise.
Section 3.10 Access to Certain Documentation and Information
Regarding the Mortgage Loans. The Servicer shall afford the Trustee
reasonable
access to all records and documentation regarding the Mortgage
Loans and all
accounts, insurance information and other matters relating to this
Agreement,
such access being afforded without charge, but only upon reasonable
request and
during normal business hours at the office designated by the
Servicer.
Section 3.11 Permitted Withdrawals from the Servicer Custodial
Account and Certificate Account. (a) The Servicer may from time to
time make
withdrawals from the Servicer Custodial Account, for the following
purposes:
(i) to pay to the Servicer (to the extent not previously
retained),
the
Servicing Compensation to which it is entitled pursuant to
Section
3.17;
(ii) to reimburse the Servicer for unreimbursed Advances made by
it,
such right
of reimbursement pursuant to this clause (ii) being limited to
amounts
received on the Mortgage Loan(s) (including amounts received in
respect of
BPP Mortgage Loan Payments for such Mortgage Loan) in respect
of which any
such Advance was made;
(iii) to reimburse the Servicer for any Nonrecoverable Advance
previously
made, such right of reimbursement pursuant to this clause (iii)
being
limited to amounts received on the Mortgage Loans in the same
Loan
Group as
the Mortgage Loan(s) in respect of which such Nonrecoverable
Advance
was made;
(iv) to reimburse the Servicer for Insured Expenses from the
related
Insurance
Proceeds;
(v) to pay to the purchaser, with respect to each Mortgage Loan
or
REO
Property that has been purchased pursuant to Section 2.02 or 2.04,
all
amounts
received thereon after the date of such purchase;
(vi) to reimburse the Servicer or the Depositor for expenses
incurred
by any of them and reimbursable pursuant to Section 7.03;
(vii) to withdraw any amount deposited in the Servicer
Custodial
Account
and not required to be deposited therein;
(viii) on or prior to the Remittance Date, to withdraw an
amount
equal to
the related Pool Distribution Amount for such Distribution
Date,
to the
extent on deposit, and remit such amount in immediately
available
funds to
the Trustee for deposit in the Certificate Account; and
(ix) to clear and terminate the Servicer Custodial Account upon
termination of this Agreement pursuant to Section 10.01.
The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying
any
withdrawal from the Servicer Custodial Account pursuant to clauses
(i), (ii),
(iv) and (v). The Servicer shall keep and maintain such separate
accounting for
each Loan Group. Prior to making any withdrawal from the Servicer
Custodial
Account pursuant to clause (iii), the Servicer shall deliver to the
Trustee an
Officer's Certificate of a Servicing Officer indicating the amount
of any
previous Advance determined by the Servicer to be a Nonrecoverable
Advance and
identifying the related Mortgage Loan(s) and their respective
portions of such
Nonrecoverable Advance. The Servicer shall notify the Depositor and
the Trustee
of the amount, purpose and party paid pursuant to clause (vi)
above.
(b) The Trustee shall be deemed to withdraw funds from the
applicable Certificate Account sub-accounts for distributions
to
Certificateholders in the manner specified in this Agreement. In
addition, the
Trustee may from time to time make withdrawals from the Certificate
Account for
the following purposes:
(i) to pay to itself the Trustee Fee;
(ii) to pay to itself as additional compensation earnings on or
investment
income with respect to funds in the Certificate Account and any
other
amounts (other than the Trustee Fee) due to it under this
Agreement
for the
related Distribution Date;
(iii) to withdraw and return to the Servicer any amount deposited
in
the
Certificate Account and not required to be deposited therein;
and
(iv) to clear and terminate the Certificate Account upon
termination
of this
Agreement pursuant to Section 10.01.
The Trustee shall notify the Depositor and the Servicer of the
amount and purpose of any payments made pursuant to clause (ii)
above (other
than any earnings or investment income with respect to funds in the
Certificate
Account).
(c) On each Distribution Date, funds on deposit in the
Certificate
Account and deemed to be on deposit in the Upper-Tier Certificate
Sub-Account
shall be used to make payments on the Regular Certificates and the
Class 3-A-R
Certificate (in respect of the Class R-U Interest) as provided in
Sections 5.01
and 5.02. The Certificate Account shall be cleared and terminated
upon
termination of this Agreement pursuant to Section 10.01.
Section 3.12 Maintenance of Hazard Insurance. The Servicer
shall
cause to be maintained for each Mortgage Loan, fire and hazard
insurance with
extended coverage customary in the area where the Mortgaged
Property is located
in an amount which is at least equal to the lesser of (a) the full
insurable
value of the Mortgaged Property or (b) the greater of (i) the
outstanding
principal balance owing on the Mortgage Loan and (ii) an amount
such that the
proceeds of such insurance shall be sufficient to avoid the
application to the
Mortgagor or loss payee of any coinsurance clause under the policy.
If the
Mortgaged Property is in an area identified in the Federal Register
by the
Federal Emergency Management Agency as having special flood hazards
(and such
flood insurance has been made available) the Servicer will cause to
be
maintained a flood insurance policy meeting the requirements of the
current
guidelines of the Federal Insurance Administration and the
requirements of
Fannie Mae or Freddie Mac. The Servicer shall also maintain on REO
Property,
fire and hazard insurance with extended coverage in an amount which
is at least
equal to the maximum insurable value of the improvements which are
a part of
such property, liability insurance and, to the extent required,
flood insurance
in an amount required above. Any amounts collected by the Servicer
under any
such policies (other than amounts to be deposited in an Escrow
Account and
applied to the restoration or repair of the property subject to the
related
Mortgage or property acquired in liquidation of the Mortgage Loan,
or to be
released to the Mortgagor in accordance with Customary Servicing
Procedures)
shall be deposited in the Servicer Custodial Account, subject to
withdrawal
pursuant to Section 3.11(a). It is understood and agreed that no
earthquake or
other additional insurance need be required by the Servicer of any
Mortgagor or
maintained on REO Property, other than pursuant to such applicable
laws and
regulations as shall at any time be in force and as shall require
such
additional insurance. All policies required hereunder shall be
endorsed with
standard mortgagee clauses with loss payable to the Servicer, and
shall provide
for at least 30 days' prior written notice of any cancellation,
reduction in
amount or material change in coverage to the Servicer.
The hazard insurance policies for each Mortgage Loan secured by
a
unit in a condominium development or planned unit development shall
be
maintained with respect to such Mortgage Loan and the related
development in a
manner which is consistent with Fannie Mae requirements.
Notwithstanding the foregoing, the Servicer may maintain a
blanket
policy insuring against hazard losses on all of the Mortgaged
Properties
relating to the Mortgage Loans in lieu of maintaining the required
hazard
insurance policies for each Mortgage Loan and may maintain a
blanket policy
insuring against special flood hazards in lieu of maintaining any
required flood
insurance. Any such blanket policies shall (A) be consistent with
prudent
industry standards, (B) name the Servicer as loss payee, (C)
provide coverage in
an amount equal to the aggregate unpaid principal balance on the
related
Mortgage Loans without co-insurance, and (D) otherwise comply with
the
requirements of this Section 3.12. Any such blanket policy may
contain a
deductible clause; provided that if any Mortgaged Property is not
covered by a
separate policy otherwise complying with this Section 3.12 and a
loss occurs
with respect to such Mortgaged Property which loss would have been
covered by
such a policy, the Servicer shall deposit in the Servicer Custodial
Account the
difference, if any, between the amount that would have been payable
under a
separate policy complying with this Section 3.12 and the amount
paid under such
blanket policy.
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption
Agreements. (a) Except as otherwise provided in this Section 3.13,
when any
Mortgaged Property subject to a Mortgage has been conveyed by the
Mortgagor, the
Servicer shall use reasonable efforts, to the extent that it has
actual
knowledge of such conveyance, to enforce any due-on-sale clause
contained in any
Mortgage Note or Mortgage, to the extent permitted under applicable
law and
governmental regulations, but only to the extent that such
enforcement will not
adversely affect or jeopardize coverage under any Required
Insurance Policy.
Notwithstanding the foregoing, the Servicer is not required to
exercise such
rights with respect to a Mortgage Loan if the Person to whom the
related
Mortgaged Property has been conveyed or is proposed to be conveyed
satisfies the
terms and conditions contained in the Mortgage Note and Mortgage
related thereto
and the consent of the mortgagee under such Mortgage Note or
Mortgage is not
otherwise required under such Mortgage Note or Mortgage as a
condition to such
transfer. If (i) the Servicer is prohibited by law from enforcing
any such
due-on-sale clause, (ii) coverage under any Required Insurance
Policy would be
adversely affected, (iii) the Mortgage Note does not include a
due-on-sale
clause or (iv) nonenforcement is otherwise permitted hereunder, the
Servicer is
authorized, subject to Section 3.13(b), to take or enter into an
assumption and
modification agreement from or with the Person to whom such
Mortgaged Property
has been or is about to be conveyed, pursuant to which such Person
becomes
liable under the Mortgage Note and, unless prohibited by applicable
state law,
the Mortgagor remains liable thereon; provided that the Mortgage
Loan shall
continue to be covered (if so covered before the Servicer enters
such agreement)
by the applicable Required Insurance Policies. The Servicer,
subject to Section
3.13(b), is also authorized with the prior approval of the insurers
under any
Required Insurance Policies to enter into a substitution of
liability agreement
with such Person, pursuant to which the original Mortgagor is
released from
liability and such Person is substituted as Mortgagor and becomes
liable under
the Mortgage Note. Notwithstanding the foregoing, the Servicer
shall not be
deemed to be in default under this Section 3.13 by reason of any
transfer or
assumption which the Servicer reasonably believes it is restricted
by law from
preventing, for any reason whatsoever.
(b) Subject to the Servicer's duty to enforce any due-on-sale
clause
to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged
Property has been conveyed to a Person by a Mortgagor, and such
Person is to
enter into an assumption agreement or modification agreement or
supplement to
the Mortgage Note or Mortgage or if an instrument of release is
required
releasing the Mortgagor from liability on the Mortgage Loan, the
Servicer shall
prepare and execute the assumption agreement with the Person to
whom the
Mortgaged Property is to be conveyed and such modification
agreement or
supplement to the Mortgage Note or Mortgage or other instruments as
are
reasonable or necessary to carry out the terms of the Mortgage Note
or Mortgage
or otherwise to comply with any applicable laws regarding
assumptions or the
transfer of the Mortgaged Property to such Person. In connection
with any such
assumption, no material term of the Mortgage Note may be changed.
In addition,
the substitute Mortgagor and the Mortgaged Property must be
acceptable to the
Servicer in accordance with its underwriting standards as then in
effect.
Together with each such substitution, assumption or other agreement
or
instrument, the Servicer shall execute an Officer's Certificate
signed by a
Servicing Officer stating that the requirements of this subsection
have been
met. The Servicer shall notify the Trustee that any such
substitution or
assumption agreement has been completed by forwarding to the
Trustee (or at the
direction of the Trustee, the Custodian) the Officer's Certificate
described in
the previous sentence and the original of such substitution or
assumption
agreement, which in the case of the original shall be added to the
related
Mortgage File and shall, for all purposes, be considered a part of
such Mortgage
File to the same extent as all other documents and instruments
constituting a
part thereof. Any fee collected by the Servicer for entering into
an assumption
or substitution of liability agreement may be retained by the
Servicer as
additional Servicing Compensation.
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO
Property. Subject to Section 3.21, the Servicer shall use
reasonable efforts to
foreclose upon or otherwise comparably convert the ownership of
Mortgaged
Properties securing such of the Mortgage Loans as come into and
continue in
default and as to which no satisfactory arrangements can be made
for collection
of delinquent payments. In connection with such foreclosure or
other conversion,
the Servicer shall follow Customary Servicing Procedures and shall
meet the
requirements of the insurer under any Required Insurance Policy;
provided,
however, that the Servicer may enter into a special servicing
agreement with an
unaffiliated Holder of 100% Percentage Interest of a Class of
Subordinate
Certificates or a holder of a class of securities representing
interests in the
Subordinate Certificates alone or together with other subordinated
mortgage
pass-through certificates. Such agreement shall be substantially in
the form
attached hereto as Exhibit K or subject to each Rating Agency's
acknowledgment
that the ratings of the Certificates in effect immediately prior to
the entering
into such agreement would not be qualified, downgraded or withdrawn
and the
Certificates would not be placed on credit review status (except
for possible
upgrading) as a result of such agreement. Any such agreement may
contain
provisions whereby such holder may instruct the Servicer to
commence or delay
foreclosure proceedings with respect to delinquent Mortgage Loans
and will
contain provisions for the deposit of cash by the holder that would
be available
for distribution to Certificateholders if Liquidation Proceeds are
less than
they otherwise may have been had the Servicer acted in accordance
with its
normal procedures. Notwithstanding the foregoing, the Servicer
shall not be
required to expend its own funds in connection with any foreclosure
or towards
the restoration of any Mortgaged Property unless it shall determine
(i) that
such restoration and/or foreclosure will increase the proceeds of
liquidation of
the Mortgage Loan after reimbursement to itself of such expenses
and (ii) that
such expenses will be recoverable to it through proceeds of the
liquidation of
the Mortgage Loan (respecting which it shall have priority for
purposes of
withdrawals from the Servicer Custodial Account). Any such
expenditures shall
constitute Servicing Advances for purposes of this Agreement.
With respect to any REO Property, the deed or certificate of
sale
shall be taken in the name of the Trustee for the benefit of
the
Certificateholders, or its nominee, on behalf of the
Certificateholders. The
Trustee's name shall be placed on the title to such REO Property
solely as the
Trustee hereunder and not in its individual capacity. The Servicer
shall ensure
that the title to such REO Property references this Agreement and
the Trustee's
capacity hereunder. Pursuant to its efforts to sell such REO
Property, the
Servicer shall either itself or through an agent selected by the
Servicer
manage, conserve, protect and operate such REO Property in the same
manner that
it manages, conserves, protects and operates other foreclosed
property for its
own account and in the same manner that similar property in the
same locality as
the REO Property is managed. Incident to its conservation and
protection of the
interests of the Certificateholders, the Servicer may rent the
same, or any part
thereof, as the Servicer deems to be in the best interest of
the
Certificateholders for the period prior to the sale of such REO
Property. The
Servicer shall prepare for and deliver to the Trustee a statement
with respect
to each REO Property that has been rented, if any, showing the
aggregate rental
income received and all expenses incurred in connection with the
management and
maintenance of such REO Property at such times as is necessary to
enable the
Trustee to comply with the reporting requirements of the REMIC
Provisions;
provided, however, that the Servicer shall have no duty to rent any
REO Property
on behalf of the Trust. The net monthly rental income, if any, from
such REO
Property shall be deposited in the Servicer Custodial Account no
later than the
close of business on each Determination Date. The Servicer shall
perform, with
respect to the Mortgage Loans, the tax reporting and withholding
required by
Sections 1445 and 6050J of the Code with respect to foreclosures
and
abandonments, the tax reporting required by Section 6050H of the
Code with
respect to the receipt of mortgage interest from individuals and,
if required by
Section 6050P of the Code with respect to the cancellation of
indebtedness by
certain financial entities, by preparing such tax and information
returns as may
be required, in the form required.
If the Trust acquires any Mortgaged Property as described above
or
otherwise in connection with a default or a default which is
reasonably
foreseeable on a Mortgage Loan, the Servicer shall dispose of such
Mortgaged
Property prior to the end of the third calendar year following the
year of its
acquisition by the Trust (such period, the "REO Disposition
Period") unless (A)
the Trustee shall have been supplied by the Servicer with an
Opinion of Counsel
to the effect that the holding by the Trust of such Mortgaged
Property
subsequent to the REO Disposition Period will not result in the
imposition of
taxes on "prohibited transactions" (as defined in Section 860F of
the Code) on
any of the Upper-Tier REMIC, Middle-Tier REMIC or the Lower-Tier
REMIC or cause
any REMIC created hereunder to fail to qualify as a REMIC at any
time that any
Certificates are outstanding, or (B) the Trustee (at the
Servicer
