<PAGE>
EXECUTION COPY
================================================================================
BANC OF AMERICA FUNDING CORPORATION,
as Depositor,
WELLS FARGO BANK, N.A.,
as Master Servicer and Securities Administrator,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated January 31, 2007
----------------------------------
Mortgage Pass-Through Certificates
Series 2007-A
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS.........................................................10
Section 1.01
Defined Terms...........................................10
Section 1.02
Interest Calculations...................................57
ARTICLE II CONVEYANCE OF MORTGAGE LOANS ORIGINAL ISSUANCE OF
CERTIFICATES.....57
Section 2.01
Conveyance of Mortgage
Loans...................................57
Section 2.02
Acceptance by the
Trustee or Custodian of the Mortgage Loans...62
Section 2.03
Representations,
Warranties and Covenants of the Master
Servicer.......................................................67
Section 2.04
Representations and
Warranties of the Depositor as to the
Mortgage
Loans.................................................68
Section 2.05
Designation of
Interests in the REMICs.........................69
Section 2.06
Designation of
Start-up Day....................................69
Section 2.07
REMIC Certificate
Maturity Date................................69
Section 2.08
Execution and Delivery
of Certificates.........................70
Section 2.09
Establishment of the
Trust.....................................70
Section 2.10
Purpose and Powers of
the Trust................................70
Section 2.11
Rights of the NIMS
Insurer.....................................71
ARTICLE III ADMINISTRATION AND MASTER SERVICING OF MORTGAGE
LOANS.............71
Section 3.01
Master Servicing of
the Mortgage Loans.........................71
Section 3.02
Monitoring of
Servicers........................................72
Section 3.03
Fidelity Bond; Errors
and Omissions Insurance..................74
Section 3.04
Access to Certain
Documentation................................74
Section 3.05
Maintenance of Primary
Mortgage Insurance Policy; Claims.......74
Section 3.06
Rights of the
Depositor, the Securities Administrator and the
Trustee in Respect of the Master Servicer.
....................75
Section 3.07
Trustee to Act as
Master Servicer..............................75
Section 3.08
Servicer Custodial
Accounts and Escrow Accounts................76
Section 3.09
Collection of Mortgage
Loan Payments; Master Servicer
Custodial Account, Certificate Account and Cap Carryover
Reserve
Account................................................76
Section 3.10
Access to Certain
Documentation and Information Regarding the
Mortgage
Loans.................................................80
Section 3.11
Permitted Withdrawals
from the Certificate Account and the
Master Servicer Custodial
Account..............................80
Section 3.12
Maintenance of Hazard
Insurance and Other Insurance............81
Section 3.13
Presentment of Claims
and Collection of Proceeds...............82
Section 3.14
Enforcement of
Due-On-Sale Clauses; Assumption Agreements......82
Section 3.15
Realization Upon
Defaulted Mortgage Loans; REO Property........82
Section 3.16
Trustee to Cooperate;
Release of Mortgage Files................84
<PAGE>
Section 3.17
Documents, Records and
Funds in Possession of the Master
Servicer to be Held for the
Trustee............................85
Section 3.18
Master Servicer
Compensation...................................86
Section 3.19
Advances.......................................................86
Section 3.20
Annual Statement as to
Compliance..............................86
Section 3.21
Assessments of
Compliance and Attestation Reports..............87
Section 3.22
Reports to the
Commission......................................89
ARTICLE IV MASTER SERVICER'S
CERTIFICATE......................................96
Section 4.01
Master Servicer's
Certificate..................................96
ARTICLE V PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;REMIC
ADMINISTRATION..96
Section 5.01
Distributions..................................................96
Section 5.02
Priorities of
Distributions on the Certificates................97
Section 5.03
Allocation of
Losses..........................................108
Section 5.04
Statements to
Certificateholders..............................109
Section 5.05
REMIC Tax Returns and
Reports to Certificateholders...........112
Section 5.06
Tax Matters
Person............................................113
Section 5.07
Rights of the Tax
Matters Person in Respect of the
Securities
Administrator......................................114
Section 5.08
REMIC Related
Covenants.......................................114
Section 5.09
Determination of
One-Month LIBOR..............................115
Section 5.10
Master Servicer,
Securities Administrator and Trustee
Indemnification...............................................116
Section 5.11
Supplemental Interest
Trust...................................117
Section 5.12
Tax Treatment of Swap
Payments and Swap Termination Payments..118
Section 5.13
Grantor Trust
Administration..................................119
ARTICLE VI THE
CERTIFICATES..................................................120
Section 6.01
The
Certificates..............................................120
Section 6.02
Registration of
Transfer and Exchange of Certificates.........120
Section 6.03
Mutilated, Destroyed,
Lost or Stolen Certificates.............125
Section 6.04
Persons Deemed
Owners.........................................126
ARTICLE VII THE DEPOSITOR AND THE MASTER
SERVICER............................126
Section 7.01
Respective Liabilities
of the Depositor and the Master
Servicer......................................................126
Section 7.02
Merger or
Consolidation of the Depositor or the Master
Servicer......................................................126
Section 7.03
Limitation on
Liability of the Depositor, the Master
Servicer and
Others...........................................127
Section 7.04
Depositor and Master
Servicer Not to Resign...................127
ARTICLE VIII
DEFAULT.........................................................128
Section 8.01
Events of
Default.............................................128
Section 8.02
Remedies of
Trustee...........................................130
<PAGE>
Section 8.03
Directions by
Certificateholders and Duties of Trustee
During Event of
Default.......................................130
Section 8.04
Action upon Certain
Failures of the Master Servicer and
upon Event of
Default.........................................130
Section 8.05
Trustee to Act;
Appointment of Successor......................131
Section 8.06
Notification to
Certificateholders............................132
ARTICLE IX THE TRUSTEE AND THE SECURITIES
ADMINISTRATOR......................132
Section 9.01
Duties of Trustee and
Securities Administrator................132
Section 9.02
Certain Matters
Affecting the Trustee and the Securities
Administrator.................................................136
Section 9.03
Neither Trustee nor
Securities Administrator Liable for
Certificates or Mortgage
Loans................................137
Section 9.04
Trustee and Securities
Administrator May Own Certificates.....139
Section 9.05
Eligibility
Requirements for Trustee and the Securities
Administrator.................................................139
Section 9.06
Resignation and
Removal of Trustee and the Securities
Administrator.................................................140
Section 9.07
Successor Trustee or
Securities Administrator.................141
Section 9.08
Merger or
Consolidation of Trustee or Securities
Administrator.................................................141
Section 9.09
Appointment of
Co-Trustee or Separate Trustee.................142
Section 9.10
Authenticating
Agents.........................................143
Section 9.11
Securities
Administrator's Fees and Expenses and Trustee's
Fees and
Expenses.............................................144
Section 9.12
Appointment of
Custodian......................................144
Section 9.13
Paying
Agents.................................................145
Section 9.14
Limitation of
Liability.......................................146
Section 9.15
Trustee or Securities
Administrator May Enforce Claims
Without Possession of
Certificates............................146
Section 9.16
Suits for
Enforcement.........................................146
Section 9.17
Waiver of Bond
Requirement....................................147
Section 9.18
Waiver of Inventory,
Accounting and Appraisal Requirement.....147
ARTICLE X
TERMINATION........................................................147
Section 10.01
Termination upon Purchase or Liquidation of All Mortgage
Loans.........................................................147
Section 10.02
Additional Termination
Requirements...........................149
ARTICLE XI MISCELLANEOUS
PROVISIONS..........................................150
Section 11.01
Amendment.....................................................150
Section 11.02
Recordation of Agreement;
Counterparts........................151
Section 11.03
Limitation on Rights of
Certificateholders....................152
Section 11.04
Governing
Law.................................................153
Section 11.05
Notices.......................................................153
Section 11.06
Severability of
Provisions....................................154
Section 11.07
Certificates Nonassessable and Fully
Paid.....................154
Section 11.08 Access
to List of Certificateholders..........................154
Section 11.09
Recharacterization............................................154
<PAGE>
Section 11.10 Regulation AB Compliance; Intent of the Parties;
Reasonableness................................................155
Section 11.11 Third
Party Beneficiary.......................................155
<PAGE>
EXHIBITS
Exhibit A-1A1 Form of
Face of Class 1-A-1 Certificate
Exhibit A-2A1 Form of
Face of Class 2-A-1 Certificate
Exhibit A-2A2 Form of
Face of Class 2-A-2 Certificate
Exhibit A-2A3 Form of
Face of Class 2-A-3 Certificate
Exhibit A-2A4 Form of
Face of Class 2-A-4 Certificate
Exhibit A-2A5 Form of
Face of Class 2-A-5 Certificate
Exhibit B-M1 Form
of Face of Class M-1 Certificate
Exhibit B-M2 Form
of Face of Class M-2 Certificate
Exhibit B-M3 Form
of Face of Class M-3 Certificate
Exhibit B-M4 Form
of Face of Class M-4 Certificate
Exhibit B-M5 Form
of Face of Class M-5 Certificate
Exhibit B-M6 Form
of Face of Class M-6 Certificate
Exhibit B-M7 Form
of Face of Class M-7 Certificate
Exhibit B-M8 Form
of Face of Class M-8 Certificate
Exhibit B-CE Form
of Face of Class CE Certificate
Exhibit B-R
Form of Face of Class R Certificate
Exhibit C
Form of Reverse of all Certificates
Loan Group 1 Mortgage Loan Schedule
Exhibit D-2
Loan Group 2 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-2
Form of Transferee's Certificate
Exhibit H
Form of Transferee Representation Letter for ERISA
Restricted Certificates
Exhibit I Form of
Affidavit Regarding Transfer of Residual Certificate
Exhibit J
List of Recordation States
Exhibit K
Form of Initial Certification
Exhibit L
Form of Final Certification
Exhibit M
Form of Sarbanes-Oxley Certification
Exhibit N
Relevant Servicing Criteria
Exhibit O
Additional Form 10-D Disclosure
Exhibit P
Additional Form 10-K Disclosure
Exhibit Q
Form 8-K Disclosure Information
Exhibit R
Form of Back-up Certification
Exhibit S
Form of Additional Disclosure Notification
Exhibit T
Form of Transferor Certificate for Residual Certificate
Exhibit U
Interest Rate Swap Agreement
Exhibit V
Interest Rate Cap Agreement A
Exhibit W
Interest Rate Cap Agreement B
<PAGE>
POOLING AND SERVICING AGREEMENT
THIS
POOLING AND SERVICING
AGREEMENT,
dated January 31, 2007, is hereby
executed by and
among BANC OF AMERICA FUNDING CORPORATION, as depositor
(together with its permitted successors and assigns,
the "Depositor"), WELLS
FARGO BANK, N.A., as master servicer (together with its permitted
successors and
assigns, in
such capacity, the "Master Servicer") and as securities
administrator
(together with its
permitted successors and assigns, in such
capacity, the "Securities Administrator"), and U.S. BANK NATIONAL
ASSOCIATION,
as trustee (together with its permitted successors and assigns, the
"Trustee").
WITNESSETH THAT:
In
consideration of the mutual agreements herein contained,
the Depositor,
the Master Servicer,
the Securities Administrator and the Trustee agree as
follows:
PRELIMINARY STATEMENT
The
Depositor intends to sell pass-through certificates (collectively,
the
"Certificates"), to be
issued hereunder in multiple Classes, which in the
aggregate, together with the Uncertificated Class Swap-IO Interest
issued by the
Upper-Tier REMIC, will evidence the entire beneficial ownership interest in the
Trust Estate created hereunder. The Certificates will consist of
sixteen Classes
of Certificates,
designated as (i) the Class 1-A-1, Class 2-A-1, Class 2-A-2,
Class 2-A-3, Class
2-A-4 and Class 2-A-5
Certificates, (ii)
Class M-1, Class
M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
Certificates, (iii)
the Class CE Certificates and (iv) the Class R Certificate.
The descriptions
of the Lower-Tier REMIC, the Middle-Tier REMIC and the
Upper-Tier REMIC
that follow are part of the Preliminary Statement. Any
inconsistencies or
ambiguities in this
Agreement or in the
administration of
this Agreement shall
be resolved pursuant
to the terms of Section 11.01 hereof
in a manner that preserves the validity of such REMIC elections
described below.
<PAGE>
Lower-Tier REMIC
As
provided herein, the
Securities
Administrator will make an election to
treat the segregated pool of assets consisting of the Mortgage
Loans and certain
other related
assets
subject
to this Agreement (but exclusive of the
Supplemental Interest Trust, the Interest Rate Swap Agreement, the
Interest Rate
Cap Agreements,
the Derivative Account, the Interest Rate Cap Agreement B
Account and
the Cap Carryover Reserve Account) as a real estate mortgage
investment conduit
("REMIC") for federal income tax purposes, and such
segregated pool of
assets will be
designated as the
"Lower-Tier
REMIC." The
Class LR Interest will
represent the sole class of "residual interests" in the
Lower-Tier REMIC for
purposes of the REMIC
Provisions.
The following table
irrevocably sets forth
the designation,
the Uncertificated Lower-Tier REMIC
Pass-Through Rate, the initial Uncertificated Balance, and solely for
purposes
of satisfying Treasury
Regulations
Section 1.860G-1(a)(4)(iii), the "latest
possible maturity
date" for each of the Uncertificated Lower-Tier Regular
Interests. None of the Uncertificated Lower-Tier Interests will be
certificated.
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
-------------- --------------- -----------------------
-------------------
Initial
Uncertificated Lower- Latest Possible
Designation
Uncertificated
Tier
REMIC Pass-
Maturity
Balance
Through Rate
Date(1)
-------------- --------------- -----------------------
-------------------
LRI-I
$38,937,564.19
Variable(2)
February 20, 2047
LRI-1-A
$5,488,530.00
Variable(2)
February 20, 2047
LRI-1-B
$5,488,530.00
Variable(2)
February 20, 2047
LRI-2-A
$5,802,495.50
Variable(2)
February 20, 2047
LRI-2-B
$5,802,495.50
Variable(2)
February 20, 2047
LRI-3-A
$6,101,958.00
Variable(2)
February 20, 2047
LRI-3-B
$6,101,958.00
Variable(2)
February
20, 2047
LRI-4-A
$6,385,769.00
Variable(2)
February 20, 2047
LRI-4-B
$6,385,769.00
Variable(2)
February 20, 2047
LRI-5-A
$6,653,608.00
Variable(2)
February 20, 2047
LRI-5-B
$6,653,608.00
Variable(2)
February 20, 2047
LRI-6-A
$6,904,206.50
Variable(2)
February 20, 2047
LRI-6-B
$6,904,206.50
Variable(2)
February 20, 2047
LRI-7-A
$7,137,199.00
Variable(2)
February 20, 2047
LRI-7-B
$7,137,199.00
Variable(2)
February 20, 2047
LRI-8-A
$7,356,613.00
Variable(2)
February 20, 2047
LRI-8-B
$7,356,613.00
Variable(2)
February 20, 2047
LRI-9-A
$7,566,135.00
Variable(2)
February 20, 2047
LRI-9-B
$7,566,135.00
Variable(2)
February 20, 2047
LRI-10-A
$7,798,790.00
Variable(2)
February 20, 2047
LRI-10-B
$7,798,790.00
Variable(2) February 25, 2047
LRI-11-A
$7,910,986.00
Variable(2)
February 20, 2047
LRI-11-B
$7,910,986.00
Variable(2)
February 20, 2047
LRI-12-A
$8,032,606.50
Variable(2)
February 20, 2047
LRI-12-B
$8,032,606.50
Variable(2)
February 20, 2047
LRI-13-A
$8,133,330.00
Variable(2)
February 20, 2047
LRI-13-B
$8,133,330.00
Variable(2)
February 20, 2047
<PAGE>
-------------- --------------- -----------------------
-------------------
Initial
Uncertificated Lower- Latest Possible
Designation
Uncertificated
Tier
REMIC Pass-
Maturity
Balance
Through Rate
Date(1)
-------------- --------------- -----------------------
-------------------
LRI-14-A
$8,188,702.50
Variable(2)
February 20, 2047
LRI-14-B
$8,188,702.50
Variable(2)
February 20, 2047
LRI-15-A
$8,220,347.00
Variable(2)
February
20, 2047
LRI-15-B
$8,220,347.00
Variable(2)
February 20, 2047
LRI-16-A
$8,264,207.00
Variable(2)
February 20, 2047
LRI-16-B
$8,264,207.00
Variable(2)
February 20, 2047
LRI-17-A
$8,287,955.50
Variable(2)
February 20, 2047
LRI-17-B
$8,287,955.50
Variable(2)
February 20, 2047
LRI-18-A
$8,293,715.00
Variable(2)
February 20, 2047
LRI-18-B
$8,293,715.00
Variable(2)
February 20, 2047
LRI-19-A
$8,281,904.00
Variable(2)
February 20, 2047
LRI-19-B
$8,281,904.00
Variable(2)
February 20, 2047
LRI-20-A
$8,262,728.00
Variable(2)
February 20, 2047
LRI-20-B
$8,262,728.00
Variable(2)
February 20, 2047
LRI-21-A
$8,179,321.50
Variable(2)
February 20, 2047
LRI-21-B
$8,179,321.50
Variable(2)
February 20, 2047
LRI-22-A
$8,100,261.50
Variable(2) February 20, 2047
LRI-22-B
$8,100,261.50
Variable(2)
February 20, 2047
LRI-23-A
$7,981,349.00
Variable(2)
February 20, 2047
LRI-23-B
$7,981,349.00
Variable(2)
February 20, 2047
LRI-24-A
$7,780,518.00
Variable(2)
February 20, 2047
LRI-24-B
$7,780,518.00
Variable(2)
February 20, 2047
LRI-25-A
$7,548,207.50
Variable(2)
February 20, 2047
LRI-25-B
$7,548,207.50
Variable(2) February 20, 2047
LRI-26-A
$7,313,041.00
Variable(2)
February 20, 2047
LRI-26-B
$7,313,041.00
Variable(2)
February 20, 2047
LRI-27-A
$7,078,132.00
Variable(2)
February 20, 2047
LRI-27-B
$7,078,132.00
Variable(2)
February 20, 2047
LRI-28-A
$6,844,134.00
Variable(2)
February 20, 2047
LRI-28-B
$6,844,134.00
Variable(2)
February 20, 2047
LRI-29-A
$6,616,485.50
Variable(2)
February 20, 2047
LRI-29-B
$6,616,485.50
Variable(2)
February 20, 2047
LRI-30-A
$6,401,481.50
Variable(2)
February 20, 2047
LRI-30-B
$6,401,481.50
Variable(2)
February 20, 2047
LRI-31-A
$6,169,805.50
Variable(2)
February 20, 2047
LRI-31-B
$6,169,805.50
Variable(2)
February 20, 2047
LRI-32-A
$5,931,403.00
Variable(2)
February 20, 2047
LRI-32-B
$5,931,403.00
Variable(2)
February 20, 2047
LRI-33-A
$5,698,794.00
Variable(2)
February 20, 2047
LRI-33-B
$5,698,794.00
Variable(2)
February 20, 2047
LRI-34-A
$5,485,591.50
Variable(2)
February 25, 2047
LRI-34-B
$5,485,591.50
Variable(2)
February 20, 2047
<PAGE>
-------------- --------------- -----------------------
-------------------
Initial
Uncertificated Lower- Latest Possible
Designation
Uncertificated
Tier
REMIC Pass-
Maturity
Balance
Through Rate
Date(1)
-------------- --------------- -----------------------
-------------------
LRI-35-A
$5,322,512.00
Variable(2)
February 20, 2047
LRI-35-B
$5,322,512.00
Variable(2)
February 20, 2047
LRI-36-A
$5,164,489.00
Variable(2)
February 20, 2047
LRI-36-B
$5,164,489.00
Variable(2)
February 20, 2047
LRI-37-A
$4,960,595.50
Variable(2)
February 20, 2047
LRI-37-B
$4,960,595.50
Variable(2)
February 20, 2047
LRI-38-A
$4,725,224.00
Variable(2)
February 20, 2047
LRI-38-B
$4,725,224.00
Variable(2)
February 20, 2047
LRI-39-A
$4,450,633.50
Variable(2)
February 20, 2047
LRI-39-B
$4,450,633.50
Variable(2)
February 20, 2047
LRI-40-A
$4,208,350.50
Variable(2)
February 20, 2047
LRI-40-B
$4,208,350.50
Variable(2)
February 20, 2047
LRI-41-A
$3,967,345.50
Variable(2)
February 20, 2047
LRI-41-B
$3,967,345.50
Variable(2)
February 20, 2047
LRI-42-A
$3,747,152.50
Variable(2)
February 20, 2047
LRI-42-B
$3,747,152.50
Variable(2)
February 20, 2047
LRI-43-A
$3,506,048.00
Variable(2)
February 20, 2047
LRI-43-B
$3,506,048.00
Variable(2)
February 20, 2047
LRI-44-A
$3,296,311.00
Variable(2)
February 20, 2047
LRI-44-B
$3,296,311.00
Variable(2)
February 20, 2047
LRI-45-A
$3,091,046.00
Variable(2)
February 20, 2047
LRI-45-B
$3,091,046.00
Variable(2)
February 20, 2047
LRI-46-A
$2,919,170.00
Variable(2)
February 20, 2047
LRI-46-B
$2,919,170.00
Variable(2)
February 20, 2047
LRI-47-A
$2,735,865.50
Variable(2)
February 20, 2047
LRI-47-B
$2,735,865.50
Variable(2)
February 20, 2047
LRI-48-A
$2,575,857.00
Variable(2)
February 20, 2047
LRI-48-B
$2,575,857.00
Variable(2)
February 20, 2047
LRI-49-A
$2,434,136.00
Variable(2)
February 20, 2047
LRI-49-B
$2,434,136.00
Variable(2)
February 20, 2047
LRI-50-A
$2,283,049.00
Variable(2)
February 20, 2047
LRI-50-B
$2,283,049.00
Variable(2)
February 20, 2047
LRI-51-A
$2,153,925.50
Variable(2)
February 20, 2047
LRI-51-B
$2,153,925.50
Variable(2)
February 20, 2047
LRI-52-A
$2,021,336.00
Variable(2)
February 20, 2047
LRI-52-B
$2,021,336.00
Variable(2)
February 20, 2047
LRI-53-A
$1,925,256.00
Variable(2)
February 20, 2047
LRI-53-B
$1,925,256.00
Variable(2)
February 20, 2047
LRI-54-A
$1,857,490.50
Variable(2)
February 20, 2047
LRI-54-B
$1,857,490.50
Variable(2)
February 20, 2047
LRI-55-A
$1,955,847.00
Variable(2)
February 20, 2047
LRI-55-B
$1,955,847.00
Variable(2)
February 20, 2047
<PAGE>
-------------- --------------- -----------------------
-------------------
Initial
Uncertificated Lower- Latest Possible
Designation
Uncertificated
Tier
REMIC Pass-
Maturity
Balance
Through Rate
Date(1)
-------------- --------------- -----------------------
-------------------
LRI-56-A
$1,952,828.50
Variable(2)
February 20, 2047
LRI-56-B
$1,952,828.50
Variable(2)
February 20, 2047
LRI-57-A
$2,605,290.00
Variable(2)
February 20, 2047
LRI-57-B
$2,605,290.00
Variable(2)
February 25, 2047
LRI-58-A
$3,344,518.00
Variable(2)
February 20, 2047
LRI-58-B
$3,344,518.00
Variable(2)
February 20, 2047
LRI-59-A
$1,863,222.00
Variable(2)
February 20, 2047
LRI-59-B
$1,863,222.00
Variable(2)
February 20, 2047
LRI-60-A
$14,627,515.50
Variable(2)
February 20, 2047
LRI-60-B
$14,627,515.50
Variable(2)
February 20, 2047
</TABLE>
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Mortgage Loan with the latest maturity date has been designated
as
the
"latest possible
maturity date" for each Uncertificated Lower-Tier
Interest.
(2) Calculated in
accordance with the definition of "Uncertificated Lower-Tier
REMIC Pass-Through Rate" herein.
<PAGE>
Middle-Tier REMIC
As provided herein,
the Securities
Administrator will
make an election to
treat the segregated pool of assets consisting of the
Uncertificated
Lower-Tier
Regular Interests
as a REMIC for federal income tax purposes, and such
segregated pool of
assets will be
designated as the
"Middle-Tier REMIC."
The
Class MR Interest will
represent the sole class of "residual interests" in the
Middle-Tier REMIC for
purposes of the REMIC
Provisions. The
following table
irrevocably sets forth the designation, the Uncertificated Middle-Tier REMIC
Pass-Through Rate, the initial Uncertificated Balance, and solely for
purposes
of satisfying Treasury
Regulations
Section 1.860G-1(a)(4)(iii), the "latest
possible maturity date" for each of the Middle-Tier Regular Interests. None of
the Uncertificated Middle-Tier Regular Interests will be
certificated.
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
-------------- --------------- -----------------------
-------------------
Initial
Uncertificated Middle-
Uncertificated Tier REMIC Pass-
Latest
Possible
Designations
Balance
Through Rate
Maturity Date(1)
-------------- --------------- -----------------------
-------------------
MRI-AA
$704,353,551.91
Variable(2)
February 20, 2047
MRI-1A1
$944,410.00
Variable(2)
February 20, 2047
MRI-2A1
$4,132,870.00
Variable(2)
February 20, 2047
MRI-2A2
$585,120.00
Variable(2)
February 20, 2047
MRI-2A3
$508,980.00
Variable(2)
February 20, 2047
MRI-2A4
$430,030.00
Variable(2)
February 20, 2047
MRI-2A5
$194,170.00
Variable(2)
February 20, 2047
MRI-M1
$107,810.00
Variable(2)
February 20, 2047
MRI-M2
$43,120.00
Variable(2)
February 20, 2047
MRI-M3
$35,940.00
Variable(2)
February 20, 2047
MRI-M4
$35,940.00
Variable(2)
February 20, 2047
MRI-M5
$35,940.00
Variable(2)
February 20, 2047
MRI-M6
$35,940.00
Variable(2)
February 20, 2047
MRI-M7
$35,940.00
Variable(2)
February 20, 2047
MRI-M8
$35,940.00
Variable(2)
February 20, 2047
MRI-ZZ
$7,212,412.28
Variable(2)
February 20, 2047
MRI-IO
(3)
Variable(2)
February 20, 2047
MRI-R
$100.00
Variable(2)
February 20, 2047
</TABLE>
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Mortgage Loan with the latest maturity date has been designated
as
the
"latest possible
maturity date" for
each Uncertificated
Middle-Tier
Regular Interest.
(2) Calculated in
accordance with the definition of "Uncertificated Middle-Tier
REMIC Pass-Through Rate" herein.
(3) The Class MRI-IO
Interest will have an Uncertificated Balance calculated in
accordance with the definition of "Uncertificated Balance"
herein.
The
foregoing Lower-Tier
REMIC and Middle-Tier REMIC structure is intended
to cause all the cash from the Mortgage Loans to flow through the Upper-Tier
REMIC as cash flow on an Upper-Tier Regular Interest, without creating any
shortfall, actual or
potential (other than for losses), to any Upper-Tier
Regular Interest.
To the extent that the
structure is believed to diverge from
such intention,
the party identifying such ambiguity or drafting error
shall
notify the other parties hereto, and the parties hereto shall
attempt to resolve
such ambiguity or drafting error in accordance with Section 11.01
hereto.
<PAGE>
Upper-Tier REMIC
As
provided herein, the
Securities
Administrator will make an election to
treat the segregated pool of assets consisting of the
Uncertificated Middle-Tier
Regular Interests
as a REMIC for federal income tax purposes, and such
segregated pool of
assets will be
designated as the
"Upper-Tier
REMIC." The
Class UR Interest will
represent the sole class of "residual interests" in the
Upper-Tier REMIC for purposes of the REMIC Provisions.
The
following table
irrevocably
sets forth (or
describes) the Upper-Tier
Regular Interest
designation,
the initial Uncertificated Balance and the
Uncertificated
Upper-Tier REMIC
Pass-Through Rate for each Upper-Tier Regular
Interest comprising the "regular interests" in the Upper-Tier REMIC
for purposes
of the REMIC
Provisions
and, solely for purposes of satisfying Treasury
Regulations Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for
each Upper-Tier Regular Interest.
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
-------------- --------------- -----------------------
-------------------
Initial
Uncertificated Upper-
Uncertificated Tier REMIC Pass-
Latest Possible
Designation
Balance
Through Rate
Maturity Date(1)
-------------- --------------- -----------------------
-------------------
1-A-1
$94,441,000
Variable(2)
February 20, 2047
2-A-1
$413,287,000
Variable(2)
February 20, 2047
2-A-2
$58,512,000
Variable(2)
February 20, 2047
2-A-3
$50,898,000
Variable(2)
February 20, 2047
2-A-4
$43,003,000
Variable(2)
February 20, 2047
2-A-5
$19,417,000
Variable(2)
February 20, 2047
M-1
$10,781,000
Variable(2)
February 20, 2047
M-2
$4,312,000
Variable(2)
February 20, 2047
M-3
$3,594,000
Variable(2)
February 20, 2047
M-4
$3,594,000
Variable(2)
February 20, 2047
M-5
$3,594,000
Variable(2)
February 20,
2047
M-6
$3,594,000
Variable(2)
February 20, 2047
M-7
$3,594,000
Variable(2)
February 20, 2047
M-8
$3,594,000
Variable(2)
February 20, 2047
CE
(3)
(3)
February 20, 2047
Swap-IO
(4)
(4)
February 20, 2047
</TABLE>
(1) Solely
for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury
regulations, the
Distribution Date immediately following the maturity date
for
the Mortgage Loan with the latest maturity date has been designated
as
the
"latest possible maturity date" for each Upper-Tier Regular
Interest.
(2) Interest will
accrue on these Upper-Tier Regular Interests at a per annum
rate
equal to the least of (i) the sum of One-Month LIBOR plus the
Certificate Margin for the corresponding Class of Certificates,
(ii) other
than
with respect to the Class 2-A-3 Certificates, 10.500%, and (iii) the
Upper-Tier REMIC Net WAC Cap.
On
any Distribution
Date on which the
Certificate
Interest Rate for
the
Corresponding Class of
Certificates exceeds
the Upper-Tier REMIC
Net WAC
Cap,
interest accruals based on such excess shall be treated as having
been
paid
from the Cap Carryover
Reserve Account or the
Supplemental
Interest
Trust, as applicable.
On any Distribution Date on which the Certificate
Interest Rate on a Class of Certificates is based on the Net WAC Cap,
the
excess of the amount of interest that would have accrued on such Class of
Certificates if the Upper-Tier REMIC Net WAC Cap were
substituted for
the
Net
WAC Cap over the
interest accruals
based on the Net WAC
Cap shall be
treated as having been paid by the related Class of Certificates to the
Supplemental Interest
Trust, all pursuant to and as further
provided in
Sections 5.11 and 5.12 herein.
<PAGE>
(3) Solely for federal
income tax purposes,
the Class CE
Upper-Tier
Regular
Interest will have an initial Uncertificated Balance equal to the Initial
Overcollateralization Amount. The Class CE Upper-Tier Regular
Interest will
bear
interest at its Pass-Through Rate on its Notional Amount.
(4) Solely
for federal income tax purposes, the Class Swap-IO Upper-Tier
Regular Interest
will not have an Uncertificated Balance but will be
entitled to 100% of the amounts distributed on the Class MRI-IO
Middle-Tier
Regular Interest.
<PAGE>
SUMMARY OF CERTIFICATES
The
following table sets forth characteristics of the Certificates,
together with the minimum denominations and integral multiples in
excess thereof
in which the Classes of Certificates shall be issuable:
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Integral
Certificate
Multiples in
Initial Class Interest
Minimum
Excess of
Classes
Certificate Balance Rate
Denomination
Minimum
Class 1-A-1
$94,441,000
(1)
$1,000
$1
Class 2-A-1
$413,287,000
(1)
$1,000
$1
Class 2-A-2
$58,512,000
(1)
$1,000
$1
Class 2-A-3
$50,898,000
(2)
$1,000
$1
Class 2-A-4
$43,003,000
(1)
$1,000
$1
Class 2-A-5
$19,417,000
(1)
$1,000
$1
Class M-1
$10,781,000
(1)
$25,000
$1
Class M-2
$4,312,000
(1)
$25,000
$1
Class M-3
$3,594,000
(1)
$25,000
$1
Class M-4
$3,594,000
(1)
$25,000
$1
Class M-5
$3,594,000
(1)
$25,000
$1
Class M-6
$3,594,000
(1)
$25,000
$1
Class M-7
$3,594,000
(1)
$25,000
$1
Class M-8
$3,594,000
(1)
$25,000
$1
Class CE
(3)
(3)
N/A
N/A
Class R
$100
(4)
N/A
N/A
</TABLE>
(1) The Certificate
Interest Rate for
these Certificates
will be a per
annum
rate
equal to the least of (i) the sum of One-Month LIBOR plus the
applicable Certificate Margin (such sum, the "Pass-Through Rate"),
(ii) the
Net
WAC Cap and (iii) 10.500%.
(2) The Certificate
Interest Rate for
these Certificates
will be a per
annum
rate
equal to the lesser of (i) the sum of One-Month LIBOR plus the
applicable Certificate
Margin (such sum, the "Pass-Through Rate") and (ii)
the
Net WAC Cap.
(3) Solely for federal
income tax purposes, the Class CE Certificates will have
an
initial
Class
Certificate Balance equal to the Initial
Overcollateralization Amount. The Class CE Certificates will be
entitled to
100%
of the amount distributed on the Class CE Upper-Tier Regular
Interest.
(4) The Class R
Certificate will not bear interest.
<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.
60+
Day Delinquent Loan:
For each Distribution
Date, each Mortgage Loan
(including each
Mortgage Loan in
foreclosure and each
Mortgage Loan for which
the Mortgagor has filed for bankruptcy after the Closing Date) with
respect to
which any portion of a Monthly Payment is, as of the Due Date in the
prior
calendar month,
two months or more
past due and each Mortgage Loan relating to
an REO Property.
Accrued Certificate
Interest: For any
Distribution Date and each Class of
Certificates, one
month's interest
accrued during the related Interest Accrual
Period at the
applicable Certificate
Interest Rate on the applicable Class
Certificate Balance
minus such Class' Interest Percentage of Relief Act
Reductions related to any Mortgage Loan for such Distribution
Date.
Additional Disclosure
Notification: The form of notification to be included
with any Additional
Form 10-D Disclosure,
Additional
Form 10-K Disclosure
or
Form 8-K Disclosure Information which is attached hereto as Exhibit
S.
Additional Form 10-D Disclosure: As defined in Section 3.22(b).
Additional Form 10-K Disclosure: As defined in Section 3.22(c).
Additional Servicer: A Subcontractor engaged by the Master Servicer or
the
Securities Administrator that is a "servicer" within the meaning of
Item 1101 of
Regulation AB and meets any of the criteria in Item 1108(a)(2)(i)
through (iii)
of Regulation AB.
Administrative Fee
Rate: With respect to
each Mortgage
Loan, an amount
equal to the sum of
(i) the related Servicing Fee Rate, (ii) the Master
Servicing Fee Rate and (iii) the related LPMI Premium Rate, if
any.
Administrative Fees:
The sum of (a) the
related Servicing
Fee, (b) the
Master Servicing
Fee and (c) with
respect to any
Mortgage Loan covered
by an
LPMI Policy, a fee based on the LPMI Premium Rate.
Advance: A Periodic Advance or a Servicing Advance.
Agreement: This
Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
<PAGE>
Applied Realized
Loss Amount: Any of a Group 1 Applied Realized Loss
Amount, a Group 2 Applied Realized Loss Amount or a
Mezzanine Applied
Realized
Loss Amount.
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 generally
no more than four months prior to origination (or, with
respect to newly
constructed
properties, no more
than twelve months
prior to
origination) of such Mortgage Loan or, in certain cases, an
automated
valuation
model (if applicable)
or tax assessed value and (b) the sales price for
such
property, except that,
in the case of Mortgage Loans the proceeds of which were
used to refinance an existing mortgage loan, the Appraised Value
of the related
Mortgaged Property is
the appraised value
thereof determined in an appraisal
obtained at the time of refinancing or, in certain cases, an
automated valuation
model (if applicable) or tax assessed value, or (ii) the appraised value
determined in an
appraisal made at the request of a Mortgagor
subsequent
to
origination in order to eliminate the Mortgagor's obligation to keep a Primary
Mortgage Insurance Policy in force.
Assessment of Compliance: As defined in Section 3.21(a).
Assignment of Mortgage: An individual assignment of the Mortgage,
notice of
transfer or equivalent
instrument in recordable form, sufficient under the laws
of the jurisdiction
wherein the related
Mortgaged Property is
located to give
record notice of the sale of the Mortgage.
Attestation Report: As defined in Section 3.21(b).
Authenticating Agents: As defined in Section 9.10.
Back-up Certification: As defined in Section 3.22(e).
BAFC: Banc of America Funding Corporation, a Delaware
corporation.
BAMCC: Banc of America
Mortgage Capital Corporation, a North Carolina
corporation.
BANA: Bank
of America, National Association, a national banking
association, or its successor in interest.
BANA
Servicing Agreement: The Servicing Agreement, dated January 31, 2007,
by and between BAFC, as depositor, and BANA, as servicer.
BBA:
As defined in Section 5.09.
Book-Entry Certificate: All Classes 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 BANA 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.
<PAGE>
BPP
Mortgage Loan
Payment: With respect to any BPP
Mortgage Loan, the
Monthly Covered Amount or Total Covered Amount, if any, payable by
BANA pursuant
to Section 7(b) 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 states in which the servicing offices of any Servicer are
located, the
state or states in which the master servicing offices of the Master
Servicer are
located or the
state or states in
which the Corporate
Trust Offices of the
Trustee and the Securities Administrator are located are
required or authorized
by law or executive order to be closed.
Buy-Down Account:
The separate
Eligible Account or Accounts created
and
maintained by a Servicer as set forth in Section 3.08.
Buy-Down Agreement:
An agreement
governing the
application
of Buy-Down
Funds with respect to a Buy-Down Mortgage Loan.
Buy-Down Funds:
Money advanced by a
builder, seller or
other interested
party to reduce a
Mortgagor's monthly
payment during the initial years of a
Buy-Down Mortgage Loan.
Buy-Down Mortgage Loan: Any Mortgage Loan in respect of which,
pursuant to
a Buy-Down
Agreement,
the monthly interest payments made by the related
Mortgagor will be less
than the scheduled
monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments
being provided
from related Buy-Down Funds.
Cap
Carryover Amount: If on any Distribution Date, the Accrued
Certificate
Interest for any Offered Certificate is based on the Net
WAC Cap, the excess of
(i) the amount of
interest such Class
would have been
entitled to receive
on
such Distribution
Date based on the
lesser of its Pass-Through Rate or, other
than for the Class 2-A-3 Certificates, 10.500% over (ii) the amount of
interest
such class received on such Distribution Date based on the Net WAC
Cap, together
with the unpaid
portion of any such excess from prior Distribution Dates (and
interest accrued thereon at the lesser of then-applicable Pass-Through Rate on
such Class or,
other than for the Class 2-A-3 Certificates, 10.500%). For
federal income tax
purposes, each
application
of the Net WAC Cap
shall be an
application of the Upper-Tier REMIC Net WAC Cap for purposes of
calculating the
Cap Carryover Amount.
Cap Carryover Reserve
Account: The Eligible
Account created and maintained
by the Securities
Administrator pursuant
to Section 3.09(i) in the name of the
Securities
Administrator, on
behalf of the Trustee,
for the benefit of the
Holders of the Offered
Certificates and designated "Wells Fargo Bank, N.A., as
Securities
Administrator for U.S.
Bank National
Association, as
Trustee, in
trust for registered
holders of Banc of America Funding Corporation Mortgage
Pass-Through
Certificates, Series
2007-A." Funds in the Cap Carryover Reserve
Account shall be held in trust for the Holders of the Offered
Certificates
for
the uses and purposes set forth in this Agreement. Funds in the Cap Carryover
Reserve Account shall
be held uninvested.
The Cap Carryover
Reserve Account
shall not be an asset of any REMIC formed under this Agreement.
Cap
Provider: The Bank of New York.
<PAGE>
Certificate: Any of
the Banc of America Funding Corporation Mortgage
Pass-Through
Certificates, Series
2007-A that are issued pursuant to this
Agreement.
Certificate Account:
The Eligible
Account created and maintained by the
Securities
Administrator pursuant
to Section 3.09(b) in the name of the
Securities
Administrator, on
behalf of the Trustee,
for the benefit of the
Certificateholders and
designated
"Wells Fargo Bank, N.A., as Securities
Administrator for U.S.
Bank National Association, as Trustee, in trust for
registered holders of Banc of America Funding Corporation Mortgage
Pass-Through
Certificates, Series 2007-A." The Certificate Account shall be
deemed to consist
of five sub-accounts;
one for each of the Loan Groups (the "Loan Group 1
Sub-Account" and "Loan Group 2 Sub-Account"), and one for each of
the Lower-Tier
Certificate
Sub-Account, the
Middle-Tier
Certificate
Sub-Account
and the
Upper-Tier Certificate
Sub-Account.
Funds in the
Certificate Account shall be
held in trust for the Holders of the Certificates for the uses and
purposes set
forth in this Agreement.
Certificate Balance:
With respect to any
Certificate
at any date (other
than a Class CE
Certificate), 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
Securities Administrator.
Certificate Interest Rate: With respect to each Class of
Certificates, the
per annum rate set forth or calculated in the table under the caption
"Summary
of Certificates" in the Preliminary Statement.
Certificate Margin: With respect to each Class of Offered
Certificates, the
following percentages:
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Margin after the Optional
Class
Margin
Termination Date
Class
1-A-1
0.160%
0.320%
Class
2-A-1
0.160%
0.320%
Class
2-A-2
0.210%
0.420%
Class
2-A-3
0.060%
0.120%
Class
2-A-4
0.160%
0.320%
Class
2-A-5
0.230%
0.460%
Class M-1
0.290%
0.435%
Class M-2
0.310%
0.465%
Class M-3
0.340%
0.510%
Class M-4
0.380%
0.570%
Class M-5
0.420%
0.630%
Class M-6
0.830%
1.245%
Class M-7
1.250%
1.875%
Class M-8
1.250%
1.875%
</TABLE>
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.
<PAGE>
Certificate Registrar: The registrar appointed pursuant to Section
6.02.
Certificateholder: The
Person in whose name a Certificate is registered in
the Certificate
Register, except that, solely for the purpose of giving
any
consent pursuant to
this Agreement, any
Certificate registered
in the name of
the Depositor, the
Master Servicer or any affiliate thereof shall be deemed not
to be outstanding
and the Percentage Interest and Voting Rights evidenced
thereby shall not be
taken into account in
determining whether
the requisite
amount of Percentage
Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, unless such entity is the
registered owner of the entire Class of Certificates, provided that neither the
Securities
Administrator nor the
Trustee shall be responsible for knowing that
any Certificate
is registered in the name of an
affiliate of the Depositor or
the Master Servicer unless one of its Responsible Officers has actual knowledge
thereof.
Certification Parties: As defined in Section 3.22(e).
Certifying Person: As defined in Section 3.22(e).
Class: As to the Certificates, the Class R, Class 1-A-1, Class
2-A-1, Class
2-A-2, Class 2-A-3,
Class 2-A-4, Class
2-A-5, Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class CE
Certificates,
as the case may be. The Class Swap-IO Interest shall also be considered
a class
of REMIC regular interests.
Class CE Certificates:
The Class CE Certificates, which represent (i) the
corresponding
Upper-Tier Regular Interest for purposes of the REMIC
Provisions,
(ii) the obligation to pay Cap Carryover Amounts, Swap Termination Payments and
the Class IO
Distribution Amount
and (iii) the right to
receive the Class
IO
Distribution Amount
and amounts from the Cap Carryover Reserve Account, the
Derivative Account and the Interest Rate Cap Agreement B
Account.
Class CE Distributable
Amount: With respect
to any Distribution Date, the
sum of (i) the interest accrued on the Class CE Upper-Tier
Regular Interests
at
their Pass-Through
Rate calculated on their Notional Amount less the amount
(without duplication)
of Cap Carryover Amounts paid pursuant to Section
5.02(c)(i)(G) and any
Defaulted Swap Termination Payments paid pursuant to
Section 5.02(c)(i)(H),
(ii) up to any remaining Overcollateralization Release
Amounts and (iii) the amounts remaining in the Supplemental Interest Trust in
respect of the
Derivative Account
after distributions
in Section
5.02(d)(i)
through (ix) and in respect of the Interest Rate Cap Agreement B Account after
distributions in Section 5.02(e).
Class CE Grantor Trust: The grantor trust created pursuant
to Section 5.13
consisting of
any interests in the Cap Carryover Reserve Account and
Supplemental Interest
Trust beneficially
owned by the holders
of the Class CE
Certificates and
rights and obligations
with respect thereto. The Class CE
Grantor Trust shall not be an asset of any REMIC formed
hereunder.
Class Certificate Balance: With respect to any Class of
Certificates (other
than the Class CE Certificates) and any date of determination, and subject to
the last paragraph of Section 5.03(b), the Initial Class Certificate
Balance of
such Class (a) reduced by the sum of (i) all amounts actually distributed in
respect of
principal of such Class on all prior
Distribution
Dates and (ii)
Applied Realized Loss Amounts allocated thereto for previous
Distribution Dates
and (b) increased
by any Recoveries allocated to such Class for previous
Distribution Dates.
<PAGE>
With respect to the Class CE
Certificates
and any date of
determination,
and solely for federal
income tax purposes,
the excess, if any, of the then
aggregate
Uncertificated
Balances of the Uncertificated Middle-Tier Interests
over the aggregate Class Certificate Balance of the Certificates then
outstanding.
Class IO Distribution Amount: As defined in Section 5.11(e) hereof.
For the
purposes of clarity,
the Class IO Distribution Amount for any Distribution Date
shall equal the
amount payable to the Supplemental Interest Trust on such
Distribution Date
in excess of the amount payable on the Class Swap-IO
Upper-Tier Regular
Interest on such Distribution Date, all as further provided
in Section 5.11(e) hereof.
Class M-1 Principal
Distribution Amount:
As of any Distribution Date, the
excess of (x) the sum of (i) the aggregate Class Certificate Balance of the
Senior Certificates
(after taking into account the payment of the Senior
Principal Distribution
Amount on such Distribution Date) and (ii) the Class
Certificate Balance
of the Class M-1
Certificates
immediately
prior to such
Distribution Date over
(y) the lesser of (a) the product of (i) 92.10% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day
of the related
Collection
Period and (b) the amount by which the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related
Collection Period exceeds the product of (i) 0.35% and (ii) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
Class M-2 Principal
Distribution Amount:
As of any Distribution Date, the
excess of (x) the sum of (i) the aggregate Class Certificate Balance of the
Senior Certificates
(after taking into account the payment of the Senior
Principal Distribution
Amount on such Distribution Date), (ii) the Class
Certificate Balance of the Class M-1 Certificates (after taking
into account the
payment of the Class
M-1 Principal
Distribution
Amount on such
Distribution
Date) and (iii) the
Class Certificate
Balance of the Class M-2 Certificates
immediately prior to
such Distribution
Date over (y) the lesser of (a) the
product of (i) 93.30% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Collection Period and (b) the
amount by which the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the
related Collection
Period exceeds the product of (i)
0.35% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the Cut-off Date.
Class M-3 Principal
Distribution Amount:
As of any Distribution Date, the
excess of (x) the sum of (i) the aggregate Class Certificate Balance of the
Senior Certificates
(after taking into account the payment of the Senior
Principal Distribution
Amount on such Distribution Date), (ii) the Class
Certificate Balance of the Class M-1 Certificates (after taking
into account the
payment of the Class
M-1 Principal
Distribution
Amount on such
Distribution
Date), (iii) the Class Certificate Balance of the Class M-2
Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution
Amount
on such Distribution
Date) and (iv) the Class Certificate Balance of the Class
M-3 Certificates immediately prior to such Distribution Date over
(y) the lesser
of (a) the product of (i) 94.30% and (ii) the aggregate Stated
Principal Balance
of the Mortgage Loans
as of the last day of the related Collection Period and
(b) the amount by which the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Collection Period exceeds
the product of
(i) 0.35% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans
as of the Cut-off Date.
<PAGE>
Class M-4 Principal
Distribution Amount:
As of any Distribution Date, the
excess of (x) the sum of (i) the aggregate Class Certificate Balance of the
Senior Certificates
(after taking into account the payment of the Senior
Principal Distribution
Amount on such Distribution Date), (ii) the Class
Certificate Balance of the Class M-1 Certificates (after taking
into account the
payment of the Class
M-1 Principal
Distribution
Amount on such
Distribution
Date), (iii) the Class Certificate Balance of the Class M-2
Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution
Amount
on such Distribution
Date), (iv) the Class Certificate Balance of the Class M-3
Certificates (after
taking into account
the payment of the Class M-3 Principal
Distribution Amount on
such Distribution
Date) and (v) the
Class Certificate
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date over (y) the lesser of (a) the product of (i) 95.30% and (ii)
the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related
Collection Period and
(b) the amount by which the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Collection
Period exceeds the product of (i) 0.35% and (ii) the aggregate
Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
Class M-5 Principal
Distribution Amount:
As of any Distribution Date, the
excess of (x) the sum of (i) the aggregate Class Certificate Balance of the
Senior Certificates
(after taking into account the payment of the Senior
Principal Distribution
Amount on such Distribution Date), (ii) the Class
Certificate Balance of the Class M-1 Certificates (after taking
into account the
payment of the Class
M-1 Principal
Distribution
Amount on such
Distribution
Date), (iii) the Class Certificate Balance of the Class M-2
Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution
Amount
on such Distribution
Date), (iv) the Class Certificate Balance of the Class M-3
Certificates (after
taking into account
the payment of the Class M-3 Principal
Distribution Amount
on such Distribution Date), (v) the Class Certificate
Balance of the Class M-4 Certificates (after taking into account the
payment of
the Class M-4 Principal Distribution Amount on such
Distribution Date) and (vi)
the Class Certificate Balance of the Class M-5 Certificates
immediately prior to
such Distribution Date
over (y) the lesser of (a) the product of (i) 96.30% and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last
day of the related
Collection Period and
(b) the amount by which the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related
Collection Period exceeds the product of (i) 0.35% and (ii) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
Class M-6 Principal
Distribution Amount:
As of any Distribution Date, the
excess of (x) the sum of (i) the aggregate Class Certificate Balance of the
Senior Certificates
(after taking into account the payment of the Senior
Principal Distribution
Amount on such Distribution Date), (ii) the Class
Certificate Balance of the Class M-1 Certificates (after taking
into account the
payment of the Class
M-1 Principal
Distribution
Amount on such
Distribution
Date), (iii) the Class Certificate Balance of the Class M-2
Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution
Amount
on such Distribution
Date), (iv) the Class Certificate Balance of the Class M-3
Certificates (after
taking into account
the payment of the Class M-3 Principal
Distribution Amount
on such Distribution Date), (v) the Class Certificate
Balance of the Class M-4 Certificates (after taking into account the
payment of
the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the
Class Certificate
Balance of the Class
M-5 Certificates
(after taking into
account the
payment of the Class M-5 Principal Distribution Amount on such
Distribution Date) and (vii) the Class Certificate Balance of the
Class M-6
<PAGE>
Certificates
immediately prior
to such Distribution Date over (y) the
lesser of (a) the product of (i) 97.30% and (ii) the aggregate
Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Collection
Period and (b) the amount by which the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Collection Period exceeds the
product of (i) 0.35%
and (ii) the aggregate
Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.
Class M-7 Principal
Distribution Amount:
As of any Distribution Date, the
excess of (x) the sum of (i) the aggregate Class Certificate Balance of the
Senior Certificates
(after taking into account the payment of the Senior
Principal Distribution
Amount on such Distribution Date), (ii) the Class
Certificate Balance of the Class M-1 Certificates (after taking
into account the
payment of the Class
M-1 Principal
Distribution
Amount on such
Distribution
Date), (iii) the Class Certificate Balance of the Class M-2
Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution
Amount
on such Distribution
Date), (iv) the Class Certificate Balance of the Class M-3
Certificates (after
taking into account
the payment of the Class M-3 Principal
Distribution Amount
on such Distribution Date), (v) the Class Certificate
Balance of the Class M-4 Certificates (after taking into account the
payment of
the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the
Class Certificate
Balance of the Class
M-5 Certificates
(after taking into
account the
payment of the Class M-5 Principal Distribution Amount on such
Distribution Date),
(vii) the Class Certificate Balance of the Class M-6
Certificates (after
taking into account
the payment of the Class M-6 Principal
Distribution Amount on
such Distribution Date) and (viii) the Class Certificate
Balance of the Class M-7 Certificates immediately prior to such Distribution
Date over (y) the lesser of (a) the product of (i) 98.30% and (ii)
the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related
Collection Period and
(b) the amount by which the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Collection
Period exceeds the product of (i) 0.35% and (ii) the aggregate
Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
Class M-8 Principal
Distribution Amount:
As of any Distribution Date, the
excess of (x) the sum of (i) the aggregate Class Certificate Balance of the
Senior Certificates
(after taking into account the payment of the Senior
Principal Distribution
Amount on such Distribution Date), (ii) the Class
Certificate Balance of the Class M-1 Certificates (after taking
into account the
payment of the Class
M-1 Principal
Distribution
Amount on such
Distribution
Date), (iii) the Class Certificate Balance of the Class M-2
Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution
Amount
on such Distribution
Date), (iv) the Class Certificate Balance of the Class M-3
Certificates (after
taking into account
the payment of the Class M-3 Principal
Distribution Amount
on such Distribution Date), (v) the Class Certificate
Balance of the Class M-4 Certificates (after taking into account the
payment of
the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the
Class Certificate
Balance of the Class
M-5 Certificates
(after taking into
account the
payment of the Class M-5 Principal Distribution Amount on such
Distribution Date),
(vii) the Class Certificate Balance of the Class M-6
Certificates (after
taking into account
the payment of the Class M-6 Principal
Distribution Amount on
such Distribution
Date), (viii) the Class Certificate
Balance of the Class M-7 Certificates (after taking into account the
payment of
the Class M-7 Principal Distribution Amount on such
Distribution Date) and (ix)
the Class Certificate Balance of the Class M-8 Certificates
immediately prior to
such Distribution Date over (y) the lesser of (a) the product of
(i) 99.30% and
<PAGE>
(ii) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last
day of the related
Collection Period and
(b) the amount by which the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related
Collection Period exceeds the product of (i) 0.35% and (ii) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
Class R Certificate: The Class R Certificate, which represents the
ownership of the
Class UR Interest, the Class MR Interest and the Class LR
Interest.
Class Swap-IO
Upper-Tier Regular
Interest: An uncertificated interest
representing the right
to distributions
as set forth herein
and evidencing an
Upper-Tier Regular Interest for purposes of the REMIC
Provisions.
Closing Date: January 31, 2007.
Code: The Internal Revenue Code of 1986, as amended.
Collection Period:
With respect to any
Distribution Date, the period from
the second
day of the
calendar month preceding the month in which such
Distribution Date
occurs through the first day of the month in which such
Distribution Date occurs.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest:
With respect to any Distribution Date and Servicer,
an amount equal to the lesser of (a) the aggregate Servicing Fee
payable to such
Servicer for the Mortgage Loans serviced by such Servicer with
respect to such
Distribution Date and (b) the aggregate of the Prepayment Interest
Shortfalls on
the Mortgage
Loans serviced by such Servicer resulting from Principal
Prepayments on such
Mortgage Loans during the related Prepayment Period;
provided, however,
Compensating Interest
payable for any month by BANA will be
limited to one-twelfth of 0.2500% of the aggregate Stated
Principal Balance of
the Mortgage Loans serviced by BANA, calculated as of the Due Date of
the month
preceding the month of such Distribution Date.
Compliance Statement: As defined in Section 3.20.
Cooperative: A
private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein
and whose board of
directors authorizes, among other things, the sale of Cooperative
Stock.
Cooperative Apartment:
A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an
exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease:
With respect to a
Cooperative Loan,
the proprietary
lease or occupancy agreement with respect to the Cooperative
Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an
exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
<PAGE>
Cooperative Loans:
Any of the Mortgage Loans made in respect of a
Cooperative Apartment,
evidenced by a Mortgage Note and secured by (i) a
Security Agreement,
(ii) the related
Cooperative Stock
Certificate, (iii)
an
assignment or mortgage of the Cooperative Lease, (iv) financing statements and
(v) a stock power (or
other similar
instrument),
and ancillary thereto, a
Recognition Agreement,
each of which was
transferred and assigned to the Trust
pursuant to Section 2.01.
Cooperative
Stock: With
respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership
instrument
in the related
Cooperative.
Cooperative Stock
Certificate: With
respect to a
Cooperative Loan,
the stock certificate or other instrument evidencing the
related Cooperative Stock.
Corporate Trust
Office: With respect to the Trustee, the office of the
Trustee, which office at the date of the execution of this
instrument is located
at 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604, Attention:
Corporate Trust Services, BAFC, Series 2007-A, or at such other
address as the
Trustee may designate from time to time by notice to the
Certificateholders, the
Depositor, the Securities Administrator and the Master Servicer.
With respect to
the Securities
Administrator,
the principal corporate trust office of the
Securities
Administrator at which
at any particular time
its corporate
trust
business with respect to this Agreement is conducted,
which office at the
date
of the execution
of this instrument is located at 9062 Old
Annapolis Road,
Columbia, Maryland
21045-1951,
Attention:
Corporate Trust Services - BAFC
2007-A, and for
certificate
transfer purposes is located at Sixth
Street and
Marquette Avenue,
Minneapolis,
Minnesota 55479, Attention: Corporate Trust
Services - BAFC 2007-A, or at such other address as the Securities
Administrator
may designate
from time to time by notice to the Certificateholders, the
Depositor, the Trustee and the Master Servicer.
Corresponding Class or Classes: The Class of interests in one REMIC
created
under this Agreement that corresponds to the Class of interests in
another REMIC
or to a Class of Certificates in the manner set out below:
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
------------------------- ------------------------
--------------------------
Uncertificated Middle-
Corresponding
Upper-
Corresponding Class of
Tier Regular Interest
Tier
Regular Interest
Certificates
------------------------- ------------------------
--------------------------
MRI-R
N/A
Class R Certificate
MRI-1A1
Class 1-A-1
Class 1-A-1 Certificates
MRI-2A1
Class 2-A-1
Class 2-A-1 Certificates
MRI-2A2
Class 2-A-2
Class 2-A-2 Certificates
MRI-2A3
Class 2-A-3
Class 2-A-3 Certificates
MRI-2A4
Class 2-A-4
Class 2-A-4 Certificates
MRI-2A5
Class 2-A-5
Class 2-A-5 Certificates
MRI-M1
Class M-1
Class M-1 Certificates
MRI-M2
Class M-2
Class M-2 Certificates
MRI-M3
Class M-3
Class M-3 Certificates
MRI-M4
Class M-4
Class M-4 Certificates
MRI-M5
Class M-5
Class M-5 Certificates
MRI-M6
Class M-6
Class M-6 Certificates
<PAGE>
------------------------- ------------------------
--------------------------
Uncertificated Middle-
Corresponding
Upper-
Corresponding Class of
Tier Regular Interest
Tier
Regular Interest
Certificates
------------------------- ------------------------
--------------------------
MRI-M7
Class M-7
Class M-7 Certificates
MRI-M8
Class M-8
Class M-8 Certificates
N/A
Class CE
Class CE Certificates
MRI-IO
Swap IO Interest
N/A
</TABLE>
CWHLS: Countrywide
Home Loans
Servicing LP, in its capacity as
Servicer
under the Countrywide Home Loans Servicing Agreement.
Countrywide Home Loans Servicing Agreement: Collectively, (i) that certain
Master Mortgage
Loan Purchase and
Servicing Agreement, dated as of April 1,
2003, by and between BANA (as successor in interest to BAMCC and
the CWHLS, (ii)
that certain
Amendment No. 1, dated as of July 1, 2003,
by and among
BAMCC,
CWHLS and BANA, (iii)
that certain
Amendment No. 2, dated as of September
1,
2004, by and among BAMCC, CWHLS and BANA, (iv) that certain
Amendment Reg AB to
the Master Mortgage
Loan Purchase and Servicing Agreement (the "Amendment Reg
AB"), dated as of
January 1,
2006, by and between the CWHLS and BANA, (v)
certain Purchase Confirmations (BA2006-0137 and BA2006-0139),
each dated March
30, 2006, by and between the CWHLS and BANA, (vi) that certain Purchase
Confirmation, dated
December 29,
2006, by and between the CWHLS and BANA
and
(vii) that certain Assignment, Assumption and Recognition
Agreement, dated as of
January 31, 2007, by and among CWHLS, BANA, the Depositor and the
Trustee.
Custodian: Initially, the Trustee and thereafter any custodian
appointed by
the Trustee pursuant
to Section
9.12. A Custodian may (but need not) be the
Trustee or any Person
directly or indirectly
controlling
or controlled by
or
under common
control of either of them. None of the Master Servicer, any
Servicer or the Depositor, or any Person directly or
indirectly controlling
or
controlled by or under
common control with any such Person may be
appointed
Custodian.
Customary Servicing
Procedures:
With
respect to (i) any Servicer,
procedures (including collection procedures) that a Servicer
customarily employs
and exercises in servicing and administering mortgage loans for its own
account
and which are in
accordance with
accepted mortgage servicing practices of
prudent lending
institutions servicing
mortgage loans of the
same type as the
Mortgage Loans in the
jurisdictions in which the related Mortgaged Properties
are located and (ii) the Master Servicer, those master servicing
procedures that
constitute customary
and usual standards of
practice of prudent
mortgage loan
master servicers.
Cut-off Date: January 1, 2007.
Cut-off Date Principal
Balance: The aggregate of the Stated Principal
Balances of the
Mortgage Loans in the
Mortgage Pool as of the Cut-off
Date,
which is $718,728,214.19.
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
<PAGE>
the Mortgagor as established by a court of competent jurisdiction (pursuant to
an order which has become final and nonappealable) as a result of a proceeding
initiated by or against the related Mortgagor under the Bankruptcy Code, as
amended from time to
time (11 U.S.C.);
provided that no such excess shall be
considered a Debt Service Reduction so long as (a) the Servicer of
such Mortgage
Loan is pursuing an appeal of the court order giving rise to any such
modification and
(b)(1) such Mortgage
Loan is not in default
with respect to
payment due thereunder in accordance with the terms of such Mortgage
Loan as in
effect on the Cut-off
Date or (2) Monthly
Payments are being
advanced by the
applicable Servicer,
the Master
Servicer or the
Trustee, as
applicable,
in
accordance with the
terms of such Mortgage
Loan as in
effect on the
Cut-off
Date.
Defaulted Swap Termination Payment: Any Swap Termination Payment
required
to be paid by the Supplemental Interest Trust to the Swap
Provider pursuant
to
the Interest Rate Swap
Agreement as a result of an Event of Default (as defined
in the Interest Rate Swap Agreement) with respect to which
the Swap Provider is
the defaulting party or a Termination Event (including a Downgrade
Termination
Event) under the Interest Rate Swap Agreement (other than Illegality or a Tax
Event that is not a Tax Event Upon Merger (each as defined in the
Interest Rate
Swap Agreement))
with respect to which
the Swap Provider is
the sole Affected
Party (as defined in the Interest Rate Swap Agreement).
Defective Mortgage
Loan: Any Mortgage
Loan which is required to be cured,
repurchased or substituted for pursuant to Sections 2.02 or
2.04.
Deficient Valuation:
As to any Mortgage
Loan and any Determination Date,
the excess of (i) the then outstanding indebtedness under such Mortgage Loan
over (ii) the secured
valuation thereof
established
by a court of
competent
jurisdiction (pursuant
to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related
Mortgagor under the
Bankruptcy Code,
as amended from time
to time (11 U.S.C.),
pursuant to which
such Mortgagor
retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the
applicable Servicer
is pursuing an appeal of the court order giving rise to any such
modification
and (b)(1) such
Mortgage Loan is not
in default with
respect to payments
due
thereunder in
accordance
with the terms of such
Mortgage Loan as in effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the applicable
Servicer, the Master Servicer or the Trustee, as applicable,
in accordance with
the terms of such Mortgage Loan as in effect on the Cut-off
Date.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Delinquent: Any Mortgage Loan with respect to which the Monthly
Payment due
on a Due Date is not made by the close of business on the next scheduled Due
Date for such Mortgage Loan.
Denomination: The amount, if any, specified on the face of each
Certificate
representing the
principal portion of the Initial Class
Certificate
Balance
evidenced by such Certificate.
Depositor: Banc of America Funding Corporation, a Delaware
corporation, or
its successor in interest, as depositor of the Trust Estate.
<PAGE>
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.
Derivative Account: The Eligible Account or Accounts created and
maintained
pursuant to Section 5.11. The Derivative Account shall not be an asset of
any
REMIC formed under this Agreement.
Determination Date:
With respect to any Distribution Date and for each
Servicer, as defined in the applicable Servicing Agreement.
Distribution Date:
The 20th day of each
month beginning in
February 2007
(or, if such day is not a Business Day, the next Business Day).
Document Transfer Event: The 60th day following the day on which
either (i)
Wells Fargo is no longer the Servicer of any of the Mortgage Loans
purchased by
the Sponsor from Wells Fargo Bank, N.A. or (ii) the senior,
unsecured
long-term
debt rating of Wells Fargo & Company is less than "BBB-" by
Fitch.
Downgrade Termination Event: An event whereby (x) the Swap Provider
(or its
guarantor) ceases to
have short term unsecured and/or long term debt ratings at
least equal to the levels specified in the Interest Rate Swap
Agreement, and (y)
at least one of the
following events
has not occurred (except to the extent
otherwise approved by the Rating Agencies): (i) within the time
period specified
in the Interest Rate Swap Agreement with respect to such downgrade, the Swap
Provider shall transfer the Interest Rate Swap Agreement,
in whole, but not in
part, to a substitute swap provider that satisfied the requirements
set forth in
the Interest Rate Swap
Agreement,
subject to the
satisfaction
of the rating
agency condition or
(ii) within the time
periods and otherwise
as required by
the Interest Rate Swap
Agreement, the Swap
Provider shall obtain a qualified
guaranty of its
obligations from an
eligible third party
or (iii) within
the
time period specified
in the Interest Rate Swap Agreement with respect to such
downgrade, the Swap
Provider shall
collateralize
its exposure to the
Issuing
Entity pursuant to the
ISDA Credit Support Annex entered into as of January 31,
2007, between the Supplemental Interest Trust and the Swap
Provider.
Due
Date: As to any Distribution Date and each Mortgage Loan, the first
day
in the calendar month of such Distribution Date.
EDGAR: The Commission's Electronic Data Gathering and Retrieval
System.
Eligible Account:
Any of (i) an account
or accounts maintained with a
federal or
state chartered depository institution or trust company the
short-term unsecured
debt obligations of which (or, in the case of a depository
institution or trust
company that is the principal subsidiary of a holding
company, the
debt obligations of such holding company) have the highest
<PAGE>
short-term ratings of
each Rating
Agency at the time any
amounts are held
on
deposit therein, or
(ii) an account or accounts in a depository institution or
trust company in which
such accounts are insured by the FDIC (to the
limits
established by the
FDIC) and the
uninsured deposits in which accounts are
otherwise secured such
that, as evidenced by an Opinion of Counsel delivered to
the Trustee,
the Securities Administrator and to each Rating Agency, the
Certificateholders
have a claim with
respect to the funds in such account or a
perfected first priority security interest against any collateral
(which shall
be limited to
Permitted Investments)
securing such funds that is superior to
claims of any other
depositors or creditors of the depository institution or
trust company in which such account is maintained, or (iii) a trust account or
accounts maintained
with the trust
department of a
federal or state chartered
depository institution
or trust company (including the Trustee, the Master
Servicer and the Securities Administrator), acting in its fiduciary capacity
or
(iv) any other account
acceptable to each Rating Agency. Eligible Accounts may
bear interest and may include, if otherwise qualified under this definition,
accounts maintained
with the Trustee,
the Master
Servicer or the
Securities
Administrator.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: Any of the Class R and Class CE
Certificates
and any Certificate that no longer meets the applicable
rating requirements of
an Underwriter's Exemption.
Escrow Account: As defined in Section 3.08.
Escrow Payments:
The amounts
constituting
taxes, assessments, Primary
Mortgage Insurance Policy premiums, fire and hazard insurance
premiums and other
payments as may be required to be escrowed by the Mortgagor with the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
Events of Default: As defined in Section 8.01.
Excess Proceeds: With
respect to any Liquidated Mortgage Loan, the amount,
if any, by which any Liquidation Proceeds of such Mortgage Loan
received in the
calendar month in
which such Mortgage Loan became a Liquidated Mortgage Loan,
net of any amounts previously reimbursed to the applicable Servicer as
Nonrecoverable Advance(s) with respect to such Mortgage Loan
pursuant to Section
3.11(a)(iv), exceeds
(i) the unpaid principal balance of such Liquidated
Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became
a Liquidated Mortgage
Loan plus (ii) accrued interest at the Mortgage Interest
Rate from the Due
Date as to
which interest was last paid or for which a
Periodic Advance was
made (and not reimbursed) up to the Due Date applicable to
the Distribution Date immediately following the calendar month
during which such
liquidation occurred.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Extra Principal
Distribution
Amount: As of any Distribution Date, the
lesser of (x) the Monthly Excess Interest Amount for such
Distribution Date
and
(y) the Overcollateralization Deficiency for such Distribution
Date.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
<PAGE>
Final
Distribution Date:
The Distribution Date on which the final
distribution in respect of some or all of the Certificates will be
made pursuant
to Section 10.01.
Financial Market Service: Bloomberg LP, Intex Solutions, Inc. and
any other
financial information
provider designated by the Depositor by written notice to
the Securities Administrator.
FIRREA: The Financial Institutions Reform, Recovery and Enforcement Act
of
1989, as amended.
Fitch: Fitch Ratings, or any successor thereto.
Fixed Payer Rate: The fixed rate payable pursuant to the Interest
Rate Swap
Agreement for each
Distribution Date up
to and including the Distribution Date
in January 2012, which is 5.197%.
Form
8-K Disclosure Information: As defined in Section 3.22(d).
Gross Margin: As to
each Mortgage Loan, the fixed percentage set forth in
the related Mortgage Note and indicated in the related Mortgage
Loan Schedule as
the "Gross
Margin," which percentage is added to the Index on each Rate
Adjustment Date to determine (subject to rounding, the Periodic Cap
and the Rate
Ceiling) the Mortgage
Interest Rate on such
Mortgage Loan until
the next Rate
Adjustment Date.
Group: Any of Group 1 or Group 2.
Group 1: The Group 1 Certificates.
Group 1 Certificates: The Class 1-A-1 Certificates.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1
hereto.
Group 1 Applied
Realized Loss Amount:
With respect to each
Distribution
Date after the aggregate Class Certificate Balance of the Mezzanine
Certificates
has been reduced to zero and the Group 1 Certificates, the excess, if any, of
the Class Certificate
Balance of the Group 1
Certificates
(after taking into
account the
distribution
of the Principal Distribution Amount on such
Distribution Date and any increase in Class Certificate Balance as a result of
Recoveries) over (b)
the aggregate
Stated Principal Balance of the Group 1
Mortgage Loans as of last day of the related Collection Period.
Group 1 Senior
Principal Allocation
Percentage:
As of any Distribution
Date, the percentage equivalent of a fraction, the numerator of
which is (x) the
Principal Remittance
Amount allocable to the Group 1 Mortgage
Loans for such
Distribution Date, and the denominator of which is (y) the
Principal
Remittance
Amount for such Distribution Date.
Group 1 Senior Principal Distribution Amount: As of any
Distribution Date,
the product of (x) the Group 1 Senior Principal Allocation Percentage and (y)
the Senior Principal Distribution Amount.
<PAGE>
Group 2: The Group 2 Certificates.
Group 2 Applied
Realized Loss Amount:
With respect to each
Distribution
Date after the aggregate Class Certificate Balance of the Mezzanine
Certificates
has been reduced to zero and any Class of Group 2 Certificates, the product of
(i) the excess, if
any, of (a) the aggregate Class Certificate Balance of the
Group 2 Certificates (after taking into account the distribution of the
Principal Distribution
Amount on such Distribution Date and any increase in any
Class Certificate
Balance as a result of
Recoveries)
over (b) the
aggregate
Stated Principal
Balance of the Group 2
Mortgage Loans as of last day of the
related Collection
Period and (ii) a
fraction, the
numerator of which is
the
Class Certificate
Balance of such Class of Group 2 Certificates and the
denominator of which is the aggregate Class Certificate Balance of the Group 2
Certificates.
Group 2 Certificates:
The Class 2-A-1,
Class 2-A-2,
Class 2-A-3,
Class
2-A-4 and Class 2-A-5 Certificates.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2
hereto.
Group 2 Senior
Principal Allocation
Percentage:
As of any Distribution
Date, the percentage equivalent of a fraction, the numerator of
which is (x) the
Principal Remittance
Amount allocable to the Group 2 Mortgage
Loans for such
Distribution Date, and the denominator of which is (y) the
Principal
Remittance
Amount for such Distribution Date.
Group 2 Senior Principal Distribution Amount: As of any
Distribution Date,
the product of (x) the Group 2 Senior Principal Allocation Percentage and (y)
the Senior Principal Distribution Amount.
Holder: A Certificateholder.
Indenture: An
indenture relating to
the issuance of net
interest margin
notes secured
entirely or in part by all or a portion of the Class CE
Certificates, which may or may not be guaranteed by the NIMS
Insurer.
Independent: When used
with respect to any
specified Person means
such a
Person who
(i) is in fact
independent
of the Depositor, the Trustee, the
Securities
Administrator, the
Master Servicer and the Servicers, (ii) does not
have any direct financial interest or any material indirect
financial interest
in the Depositor, the Trustee, the Securities Administrator, the
Master Servicer
or the Servicers or in
an affiliate of any of them, and (iii) is not connected
with the Depositor,
the Trustee, the Securities Administrator, the Master
Servicer or the
Servicers as an officer, employee, promoter, underwriter,
trustee, partner,
director or person
performing similar
functions. When
used
with respect
to any accountants, a Person who is "independent" within the
meaning of Rule 2-01(B) of the Commission's Regulation S-X.
Index: As to any Mortgage Loan and Rate Adjustment Date, the
One-Year LIBOR
Index, the Six-Month LIBOR Index or the One-Year CMT Index. The
Index applicable
to each Mortgage Loan will be indicated on the related Mortgage
Loan Schedule.
Initial Class Certificate Balance: As to each Class of
Certificates (other
than the Class CE Certificates), the Class Certificate Balance set
forth in the
Preliminary Statement.
<PAGE>
Initial Overcollateralization Amount: $2,513,114.19.
Insurance Policy:
With respect to any
Mortgage Loan included in the Trust
Estate, any Primary
Mortgage Insurance Policy or any other insurance
policy
(including any
policy covering any Mortgage Loan or Mortgaged Property,
including without
limitation, any hazard
insurance policy required pursuant to
Section 3.12,
any title insurance policy described in Section 2.01 and any
Federal Housing
Administration
insurance policies and Department of
Veterans
Affairs insurance
policies), including
all riders and endorsements thereto in
effect, including any replacement policy or policies for any
Insurance Policies.
Insurance Proceeds:
Proceeds paid by an
insurer pursuant to any Insurance
Policy, in each case
other than any amount included in such Insurance Proceeds
in respect of Insured Expenses.
Insured Expenses:
Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.
Interest Accrual
Period: As to any Distribution Date and each Class of
interest-bearing
Certificates, the
period from and including the Distribution
Date in the prior
month (or the Closing Date, in the case of the initial
Distribution Date) to but not including the then current
Distribution Date.
Interest Carryforward Amount: For any Class of Certificates (other
than the
Class CE Certificates) and any Distribution Date, the sum of (a) the excess,
if
any, of the Accrued
Certificate Interest
for such Distribution
Date over the
amount in respect
of interest actually distributed on such Class for such
Distribution Date, (b)
any remaining unpaid Interest Carryforward Amount from
prior
Distribution
Dates and (c) interest on such remaining Interest
Carryforward Amount
referred to in clause (b) at the
applicable
Certificate
Interest Rate for the related Interest Accrual Period.
Interest Percentage:
With respect to any Class of Offered Certificates and
any Distribution Date,
the ratio (expressed as a decimal carried to six places)
of the Accrued
Certificate
Interest for such Class to the sum of the
Accrued
Certificate Interest for all Classes of Offered Certificates,
in each case with
respect to such Distribution Date, without regard to Relief Act
Reductions.
Interest Rate
Agreements: The
Interest Rate Cap Agreement A, the Interest
Rate Cap Agreement B and the Interest Rate Swap Agreement.
Interest Rate Cap
Agreements:
The Interest
Rate Cap Agreement A
and the
Interest Rate Cap Agreement B.
Interest Rate Cap Agreement A: Interest Rate Cap Agreement A, dated
January
31, 2007, between the Cap Provider and the Supplemental
Interest Trust
Trustee,
a copy of which is attached hereto as Exhibit V.
<PAGE>
Interest Rate Cap Agreement B: Interest Rate Cap Agreement B, dated
January
31, 2007, between the Cap Provider and the Supplemental
Interest Trust
Trustee,
a copy of which is attached hereto as Exhibit W.
Interest Rate Cap
Agreement B Account:
The Eligible
Account or
Accounts
created and maintained pursuant to Section 5.11. The Interest Rate
Cap Agreement
B Account shall not be an asset of any REMIC formed under this
Agreement.
Interest Rate
Swap
Agreement:
The 1992 ISDA Master Agreement
(Multicurrency-Cross
Border), dated as of
January 31, 2007
(together with the
schedule thereto,
the "Master
Agreement"),
between the Swap
Provider and the
Supplemental Interest Trust Trustee, and a confirmation and credit
support annex
of the same date,
which supplement and form part of the Master Agreement, the
form of which has been
attached hereto as
Exhibit U. The
Interest Rate Swap
Agreement shall not be an asset of any REMIC formed under this
Agreement.
Interest Remittance Amount: As of any Distribution Date and any
Loan Group,
(A) the sum, without duplication, of (i) all interest collected or
advanced with
respect to the related
Collection
Period on the
Mortgage Loans in such Loan
Group received by the Servicers on or prior to the Determination Date for such
Distribution Date (less the Administrative Fees for such Mortgage
Loans, certain
amounts available for
reimbursement
of Advances with
respect to such Mortgage
Loans and certain other reimbursable expenses and indemnities
pursuant to this
Agreement and the Servicing Agreements), (ii) all Compensating Interest
paid by
the Servicers for such
Distribution Date with
respect to the Mortgage Loans in
such Loan Group,
(iii) the portion of any payment in connection with any
Principal Prepayment,
Substitution
Adjustment
Amount, Repurchase Price,
Insurance Proceeds or Liquidation Proceeds relating to interest with
respect to
the Mortgage Loans in
such Loan Group
received during the
related Prepayment
Period, (iv) any
Reimbursement
Amounts received with respect to the
Mortgage
Loans in such Loan Group during the related Prepayment Period and (v) on the
Distribution Date on
which the Mortgage
Loans and related REO Property are
purchased in accordance with Section 10.01 hereof, that portion of the purchase
price in respect of interest allocable to such Loan Group less
(B) (i) for Loan
Group 1, the product of (a) any amounts payable to the Swap
Provider
(including
any Net Swap Payment and any Swap Termination Payment owed to the
Swap Provider,
other than a
Defaulted Swap Termination Payment) and (b) a fraction, the
numerator of which is
the aggregate
Stated Principal Balance of the Group 1
Mortgage Loans as of
the first day of the related Collection Period, and the
denominator of which
is the aggregate of the Stated Principal Balances of the
Group 1 and Group 2 Mortgage Loans as of the first day of the
related Collection
Period; and (ii) for Loan Group 2, the product of (a) any amounts
payable to the
Swap Provider
(including any Net Swap Payment and any Swap Termination
Payment
owed to the Swap Provider, other than a Defaulted Swap
Termination Payment) and
(b) a fraction, the numerator of which is the aggregate Stated
Principal Balance
of the Group 2
Mortgage Loans as of
the first day of the
related Collection
Period, and the
denominator of which
is the aggregate of the Stated Principal
Balances of the Group
1 and Group 2 Mortgage
Loans as of the first
day of the
related Collection Period.
LIBOR Business Day: Any day on which banks in London, England and New York
City are open and conducting transactions in foreign currency and
exchange.
<PAGE>
LIBOR Determination
Date: With respect to
the Offered
Certificates, for
each Distribution Date beginning with the second Distribution Date, the second
LIBOR Business Day prior to the immediately preceding Distribution
Date.
Liquidated Mortgage
Loan: With respect to any Distribution Date, a
defaulted Mortgage
Loan (including any REO Property) that was liquidated in the
related Prepayment Period and as to which the applicable
Servicer has
certified
(in accordance with the applicable Servicing Agreement) that it has
received all
proceeds it
expects to receive in connection with the liquidation of such
Mortgage Loan including the final disposition of an REO
Property.
Liquidation Proceeds:
Amounts, including
Insurance Proceeds,
received in
connection with the partial or complete liquidation of defaulted
Mortgage Loans,
whether through
trustee's sale, foreclosure sale or otherwise or amounts
received in connection
with any condemnation
or partial release of a Mortgaged
Property and any other
proceeds received in
connection
with an REO
Property,
less the sum of related unreimbursed Servicing Fees and
Advances.
Loan
Group: Any of Loan Group 1 or Loan Group 2.
Loan
Group 1: The Group 1 Mortgage Loans.
Loan
Group 2: The Group 2 Mortgage Loans.
Loan-to-Value Ratio:
With respect to any Mortgage Loan and any date of
determination, the
fraction, expressed as
a percentage, the numerator of which
is the outstanding principal balance of the related Mortgage Loan
at origination
and the denominator
of which is the
Appraised Value of the
related Mortgaged
Property.
Losses: As defined in Section 5.10.
Lower-Tier Certificate
Sub-Account:
The sub-account of the Certificate
Account designated by the Securities Administrator pursuant to
Section 3.09(h).
Lower-Tier REMIC: As
defined in the Preliminary Statement, the assets of
which consist
of the Mortgage Loans, such amounts as shall be held in the
Lower-Tier Certificate Sub-Account, the insurance policies, if any,
relating to
a Mortgage Loan and
property which
secured a Mortgage
Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure. The Lower-Tier REMIC
will not include the Cap Carryover Reserve Account, the Supplemental Interest
Trust, the Interest Rate Swap Agreement, the Interest Rate Cap Agreements,
the
Interest Rate Cap Agreement B Account and the Derivative
Account.
LPMI
Policy: A lender-paid primary mortgage insurance policy.
LPMI
Premium Rate:
With respect to each
Mortgage Loan covered
by an LPMI
Policy, the per annum rate set forth in the applicable Mortgage
Loan Schedule.
Marker Rate: With respect to the Class CE Upper-Tier Regular Interest and
any Distribution
Date, a per annum rate equal to two (2) times the
weighted
average of the
Uncertificated
Middle-Tier
REMIC Pass-Through Rates for the
<PAGE>
Middle-Tier
Corresponding Marker
Interests and the Class MRI-ZZ Interest, (i)
with the rate on each such Uncertificated Middle-Tier Regular Interest (other
than the Class MRI-ZZ Interest) subject to a cap equal to the
lesser of (a) the
Pass-Through Rate
of its Corresponding Class of Certificates and (b) the
Upper-Tier REMIC Net
WAC Cap for the purposes of this calculation and (ii) with
the rate on the Class MRI-ZZ Interest subject to a cap of zero for the
purpose
of this calculation;
provided, however, that for this purpose, calculations of
the Uncertificated Middle-Tier REMIC Pass-Through Rate and the
related caps with
respect to the Middle-Tier Corresponding Marker Interests shall be
multiplied by
a fraction, the
numerator of which is
the actual number of days in the related
Interest Accrual Period and the denominator of which is 30.
Master Servicer:
Wells Fargo Bank,
N.A., and any
successors-in-interest
and, if a successor master servicer is appointed hereunder,
such successor,
as
master servicer.
Master Servicer
Custodial Account: The Eligible Account created and
maintained by the Master Servicer pursuant to Section 3.09(c) in
the name of the
Master Servicer for the benefit of the Certificateholders and designated
"Wells
Fargo Bank, N.A., as
Master Servicer,
in trust for the
registered holders
of
Banc of America Funding Corporation Mortgage Pass-Through
Certificates,
Series
2007-A."
Master Servicer
Custodial
Account
Reinvestment
Income:
For each
Distribution Date,
all income and gains
net of any losses
realized since the
preceding Distribution
Date from Permitted
Investments of funds
in the Master
Servicer Custodial Account.
Master Servicer's Certificate: The monthly report required by
Section 4.01.
Master Servicing Fee: As to any Distribution Date and Loan Group,
an amount
equal to one-twelfth of the Master Servicing Fee Rate multiplied by the
aggregate Stated
Principal Balance of
the Mortgage Loans in such Loan Group as
of the Due Date in the month preceding the month in which such
Distribution Date
occurs.
Master Servicing Fee
Rate: With respect to each Mortgage Loan, 0.003% per
annum.
Master Servicing
Officer: Any officer
of the Master Servicer involved in,
or responsible
for, the administration and master servicing of the Mortgage
Loans whose
name appears on a list of servicing officers furnished to the
Securities
Administrator and the
Trustee by the Master Servicer, as such list
may from time to time be amended.
Master Servicing
Transfer
Costs: All reasonable costs and expenses
(including attorney's
fees) incurred by the Trustee or a successor master
servicer in connection with the transfer of master servicing or
servicing from a
predecessor master
servicer, including, without limitation, any costs or
expenses associated
with the complete
transfer of all master servicing data or
servicing data and the
completion, correction
or manipulation
of such master
servicing data or
servicing data as may be required by the Trustee or successor
master servicer to correct any errors or insufficiencies in the
master servicing
data or servicing data or otherwise to enable the Trustee or a
successor master
servicer to master
service or service, as the case may be, the applicable
Mortgage Loans properly and effectively.
<PAGE>
Maximum MRI-ZZ
Uncertificated
Accrued Interest Deferral Amount: With
respect to any
Distribution Date,
the excess of (a)
accrued interest at the
Uncertificated
Middle-Tier REMIC
Pass-Through
Rate applicable to the Class
MRI-ZZ Interest
for such Distribution Date on a balance equal to the
Uncertificated Balance
of the Class MRI-ZZ Interest minus the Middle-Tier REMIC
Overcollateralized
Amount, in each case
for such Distribution
Date, over (b)
Uncertificated
Accrued Interest
on the Middle-Tier Corresponding Marker
Interests, with
the rate on each such Uncertificated Middle-Tier Regular
Interest subject to a
cap equal to the lesser of (i) the Pass-Through Rate of
the Corresponding
Class of Certificates
and (ii) the
Upper-Tier REMIC Net WAC
Cap for the purpose
of this calculation; provided, however, that for this
purpose, calculations
of the Uncertificated Middle-Tier REMIC Pass-Through Rate
and the related caps
with respect to
Uncertificated
Accrued Interest on the
Middle-Tier
Corresponding Marker
Interests shall be
multiplied by a fraction,
the numerator
of which is the actual
number of days in the
Interest Accrual
Period and the denominator of which is 30.
MERS: As defined in
Section 2.01(b)(iii).
Mezzanine Applied
Realized Loss Amount:
With respect to each Distribution
Date, the excess, if any, of (a) the aggregate of the Class
Certificate Balances
of the Certificates (after taking into account the distribution of
the Principal
Distribution Amount on
such Distribution
Date and any
increase in the Class
Certificate Balance of
a Class of Certificates as a result of Recoveries) over
(b) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last
day of the related Collection Period.
Mezzanine
Certificates: The
Class M-1, Class M-2,
Class M-3, Class
M-4,
Class M-5,
Class M-6, Class M-7 and Class M-8 Certificates, each of which
represents (i) the corresponding Upper-Tier Regular Interest for
purposes of the
REMIC Provisions,
(ii) the right to
receive the related Cap Carryover Amounts
and (iii) the obligation to pay the Class IO Distribution Amount. Middle-Tier
Certificate
Sub-Account: The
sub-account of the Certificate Account designated
by the Securities Administrator pursuant to Section 3.09(h).
Middle-Tier
Corresponding Marker
Interests:
The Class MRI-1A1
Interest,
Class MRI-2A1 Interest, Class MRI-2A2 Interest,
Class MRI-2A3,
Class MRI-2A4,
Class MRI-2A5,
Class MRI-M1 Interest, Class MRI-M2 Interest, Class MRI-M3
Interest, Class MRI-M4
Interest, Class MRI-M5
Interest, Class MRI-M6 Interest,
Class MRI-M7 Interest and Class MRI-M8 Interest.
Middle-Tier REMIC: As defined in the Preliminary Statement, the assets of
which consist
of the Uncertificated Lower-Tier Regular Interests and such
amounts as shall be deemed held in the Middle-Tier Certificate
Sub-Account.
Middle-Tier REMIC
Interest Loss
Allocation
Amount: With respect to any
Distribution Date,
an amount equal to (a) the product of (i) the aggregate
Stated Principal
Balance of the
Mortgage Loans and related REO Properties then
outstanding and (ii) the Uncertificated Middle-Tier REMIC Pass-Through
Rate for
the Class MRI-AA Interest minus the Marker Rate, divided by (b)
12.
Middle-Tier REMIC
Overcollateralization
Target
Amount: 1.00% of the
Targeted Overcollateralization Amount.
<PAGE>
Middle-Tier REMIC
Overcollateralized
Amount: With respect
to any date of
determination, (i)
1.00% of the aggregate Uncertificated Balances of the
Uncertificated
Middle-Tier Regular
Interests minus (ii) the aggregate of
the
Uncertificated
Balances of the Middle-Tier Corresponding Marker Interests,
in
each case as of such date of determination.
Middle-Tier REMIC
Principal Loss
Allocation Amount:
With respect to
any
Distribution Date,
an amount equal to (a) the product of (i) the aggregate
Stated Principal
Balance of the
Mortgage Loans and related REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is
two times the
aggregate of the Uncertificated Balances of the Middle-Tier
Corresponding Marker
Interests, and the
denominator of which is the aggregate of the Uncertificated
Balances of the Middle-Tier Corresponding Marker Interests and
the Class MRI-ZZ
Interest.
Monthly Covered Amount: As defined in the Mortgage Loan Purchase
Agreement.
Monthly Excess Cashflow Amount: For any Distribution Date, the sum of the
Monthly Excess Interest Amount for such Distribution Date, reduced by amounts
paid as part of the Principal Distribution Amount, the Overcollateralization
Release Amount for such Distribution Date and (without duplication) any portion
of the Principal Distribution Amount remaining after principal
distributions on
the Offered Certificates on such Distribution Date.
Monthly Excess Interest Amount: With respect to each Distribution
Date, the
amount, if any, by which the Interest Remittance Amounts for such Distribution
Date exceeds the aggregate amount distributed on such Distribution Date to the
Certificates pursuant to Section 5.02(a) priorities first through
twelfth.
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 affect the amount of the
monthly
payment due on such Mortgage Loan.
Monthly Statement: As defined in Section 5.04(b).
Moody's: Moody's Investors Service, Inc. or any successor
thereto.
Mortgage: The mortgage, deed of trust or other instrument
creating a first
lien on a Mortgaged
Property securing a
Mortgage Note or creating a first lien
on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to
a particular Mortgage Loan and any additional documents required to be added
to
the Mortgage File pursuant to this Agreement.
Mortgage Interest
Rate: As to any Mortgage Loan, the per annum rate of
interest at which
interest accrues on
the principal
balance of such
Mortgage
Loan in accordance with the provisions of the related Mortgage Note, which rate
is (a) prior to the first Rate Adjustment Date for each such
Mortgage Loan, the
initial Mortgage
Interest Rate for such
Mortgage Loan indicated on the related
Mortgage Loan Schedule and (b) from and after such Rate Adjustment
Date, the sum
of the applicable
Index, as of the Rate
Adjustment Date applicable to such Due
<PAGE>
Date, and the Gross Margin, rounded as set forth in such
Mortgage Note, subject
to the Periodic Cap and the Rate Ceiling applicable to such
Mortgage Loan at any
time during the life of such Mortgage Loan.
Mortgage Loan Purchase
Agreement:
The Mortgage Loan
Purchase
Agreement,
dated January
31, 2007, between BANA, as seller, and the Depositor, as
purchaser.
Mortgage Loan
Schedule: The list of
Mortgage Loans (as
from time to time
amended by the Master
Servicer to reflect the addition of Substitute Mortgage
Loans and the deletion of Defective Mortgage Loans pursuant to the
provisions of
this Agreement)
transferred to the Trustee as part of the Trust Estate and from
time to time subject
to this Agreement,
attached hereto as Exhibit D-1 and
Exhibit D-2
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) a code
indicating the initial
Servicer; (xvi) the
Appraised Value;
(xvii) the first or
next Rate Adjustment Date, as applicable;
(xviii) the Rate
Ceiling; (xix) the Rate Floor; (xx) the Periodic Cap, if
applicable; (xxi) the
Gross Margin; (xxii)
the Index; (xxiii) the closing date
of the Mortgage Loan;
(xxiv) the
Servicing Fee Rate; and (xxv) the LPMI Fee
Rate, if any. 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.
Mortgage Note: The originally executed note or other evidence of
indebtedness
evidencing the
indebtedness of a Mortgagor under a Mortgage Loan,
together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which
may include Cooperative Stock or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
<PAGE>
National City
Mortgage: National City Mortgage Co., in its capacity
as
Servicer under the National City Servicing Agreement.
National City Servicing Agreement: Collectively, (i) that certain Master
Seller's Warranties and Servicing Agreement, dated as of September 1, 2003,
by
and between BANA (as successor in interest to BAMCC) and National
City Mortgage,
(ii)as amended by that certain Amendment No. 1, dated as of July 1,
2004, by and
among BAMCC, National
City Mortgage and BANA, (iii) as amended by that
certain
Master Assignment,
Assumption and
Recognition Agreement,
dated as of July
1,
2004, by and among
BAMCC, National
City Mortgage, BANA and Wachovia Bank,
National Association,
(iv) as amended by that certain Amendment No. 2, dated as
of October 1, 2004, by
and between National
City Mortgage and BANA, (v) as
amended by that certain Amendment No. 3, dated as of August 11,
2005, by and
between National
City Mortgage and BANA, (vi) as amended by that certain
Regulation AB
Compliance
Addendum to the Master Seller's Warranties and
Servicing Agreement,
dated as of January 1,
2006, by and between National City
Mortgage and BANA, (vii) that certain Assignment and Conveyance
Agreement, dated
as December 31, 2006, by and between National City Mortgage and BANA
and (viii)
that certain Assignment, Assumption and Recognition Agreement,
dated January 31,
2007, by and among BANA, National City Mortgage, the Depositor and
the Trustee.
Net
Mortgage Interest Rate: As to any Mortgage Loan and Distribution
Date,
such Mortgage
Loan's Mortgage Interest Rate thereon on the first day of
the
calendar month
preceding the month of such Distribution Date reduced by the
applicable Administrative Fee Rate for such Mortgage Loan.
Net
Swap Payment: With
respect to any
Distribution Date, any
net payment
(other than a Swap Termination Payment) payable by the Supplemental Interest
Trust to the Swap
Provider on the
related Fixed Rate
Payer Payment
Date (as
defined in the Interest Rate Swap Agreement).
Net
Swap Receipt: With
respect to any
Distribution Date, any
net payment
(other than a Swap
Termination
Payment) made by the Swap Provider to the
Supplemental Interest
Trust on the related Floating Rate Payer Payment Date (as
defined in the Interest Rate Swap Agreement), or any amount withdrawn from
the
Derivative Account that is required under Section 9.01(d) to be
treated as a Net
Swap Receipt for purposes of determining the distributions from the
Supplemental
Interest Trust.
Net
WAC Cap: For any Distribution Date will be a per annum rate
(expressed
on the basis of an assumed 360-day year and the actual number of days elapsed
during the related
Interest Accrual Period) equal to (i) the average of the Net
Mortgage Interest
Rates for the Mortgage
Loans, weighted on the basis of the
Stated Principal
Balances of the Mortgage Loans as of the first day of the
related Collection
Period less (ii) 12
times the quotient of
(a) the Net Swap
Payment or Swap Termination Payment, if any, made to the Swap
Provider (only if
such Swap Termination
Payment is not due to
a Swap Provider
Trigger Event (as
defined in the
Interest Rate Swap
Agreement))
and (b) the
aggregate Stated
Principal Balance
of the Mortgage Loans as of the first day of the related
Collection Period.
NIMS
Insurer: Any insurer that is guaranteeing certain payments under
notes
secured by
collateral
which includes all or a portion of the Class CE
Certificates.
<PAGE>
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable
Advance: Any
portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not
been previously
reimbursed and which, in the good faith judgment of the applicable
Servicer will
not or, in the case of a proposed Advance, would not be ultimately
recoverable
from the related Mortgagor, related Liquidation Proceeds,
Insurance Proceeds or
other recoveries in respect of the related Mortgage Loan.
Notional Amount: With
respect to the Class CE Upper-Tier Regular Interest
and any date of
determination, a
notional amount equal
to the then
aggregate
Uncertificated
Balances of the Uncertificated Middle-Tier Interests other
than
the Class MRI-R Interest.
NYCEMA: A New York Consolidation, Extension and Modification
Agreement.
Offered Certificates: The Senior and Mezzanine Certificates.
Officer's Certificate:
A certificate signed
by the Chairman of the Board,
Vice Chairman of the Board, President or a Vice President and
by the Treasurer,
the Secretary or one of the Assistant Treasurers or Assistant
Secretaries,
or
any other duly authorized officer of the Depositor or the
Master Servicer,
as
the case may be, and delivered to the Trustee or the Securities Administrator,
as required in this Agreement.
One-Month LIBOR: As to any Distribution Date, the arithmetic mean
of London
Interbank offered rate
quotations
for one-month U.S. Dollar deposits, as
determined by the Securities Administrator in accordance with
Section 5.09.
One-Year CMT
Index: A rate per annum that is defined to be the weekly
average yield on
United States
Treasury Securities adjusted to a constant
maturity of one year, as made available by the Federal Reserve
Board, published
in Federal Reserve Statistical Release H.15 (519) and most recently
available up
to the date 45 days before the applicable Rate Adjustment Date.
One-Year LIBOR Index: A rate per annum that is defined to be the
average of
interbank offered
rates for one-year
U.S.
dollar-denominated
deposits in the
London market,
as published in The Wall Street Journal and most recently
available either (i)
as of the first
Business Day in the month preceding the
month of the
applicable
Rate Adjustment Date or (ii) up to the date 45
days
before the applicable Rate Adjustment Date.
Opinion of Counsel: A
written opinion of counsel acceptable to the Trustee
if such opinion is delivered to the Trustee, or acceptable to the Securities
Administrator if such opinion is delivered to the Securities
Administrator, who
may be counsel for the Depositor or the Master Servicer, except
that any opinion
of counsel relating to
the qualification
of any REMIC created
hereunder as a
REMIC or compliance with the REMIC Provisions must be an opinion of
Independent
counsel.
Optional Termination
Date: The first Distribution Date on which all of the
Mortgage Loans and all related REO Property remaining in the Trust
Estate may be
purchased pursuant to Section 10.01.
<PAGE>
OTS:
The Office of Thrift Supervision.
Overcollateralization
Amount: As of any Distribution Date, the excess, if
any, of (x) the aggregate Stated Principal Balance of the Mortgage Loans as
of
the last day of the
related Collection
Period over (y) the aggregate Class
Certificate Balance of
all Classes of
Certificates (after
taking into account
all distributions of principal on such Distribution Date and the
increase of any
Class Certificate
Balance of a Class of
Certificates as a result of Recoveries
related to the Mortgage Loans).
Overcollateralization
Deficiency: As of any Distribution Date, the excess,
if any, of (x) the Targeted Overcollateralization Amount over (y)
the difference
(which may be negative) between (i) the aggregate Stated
Principal Balance of
the Mortgage Loans as of the last day of the related Collection Period and (ii)
the aggregate Class
Certificate Balance of
all Classes of Certificates (after
taking into
account the reduction on such Distribution Date of the Class
Certificate Balances
of all Classes of Certificates resulting from the
distribution of the Principal Distribution Amount (but not the Extra
Principal
Distribution Amount) on that Distribution Date, but prior to taking
into account
any Applied Realized Loss Amounts on that Distribution Date).
Overcollateralization Release Amount: With respect to any
Distribution Date
on or after the
Stepdown Date on which
a Trigger Event is not
in effect, the
lesser of (x) the Principal Remittance Amount for such Distribution
Date and (y)
the excess,
if any, of (i) the Overcollateralization
Amount
for such
Distribution Date,
assuming that 100% of the Principal
Remittance
Amount is
applied as a principal
payment on the
Certificates on such
Distribution Date
over (ii) the Targeted
Overcollateralization Amount for such Distribution Date.
With respect to any Distribution Date on which a Trigger Event is
in effect, the
Overcollateralization Release Amount will be zero.
Ownership Interest:
As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate:
With respect to each Distribution Date and any Class of
interest-bearing
Certificates (other
than the Class CE Certificates), the per
annum rate set forth or described in the Preliminary Statement.
With respect to
each Distribution Date and the Uncertificated Lower-Tier Regular Interests,
the
Uncertificated
Lower-Tier REMIC
Pass-Through
Rate. With respect to each
Distribution Date and the Uncertificated Middle-Tier Regular Interests, the
Uncertificated
Middle-Tier REMIC
Pass-Through
Rate. With respect to each
Distribution Date and the Upper-Tier Regular Interests (other than the
Class CE
Upper-Tier Regular
Interest and the Class Swap-IO Upper-Tier Regular Interest),
the Uncertificated Upper-Tier REMIC Pass-Through Rate.
With
respect to the Class CE Upper-Tier Regular Interest and any
Distribution Date,
a per annum rate equal
to the percentage
equivalent
of a
fraction, the
numerator of which is the sum of the amounts calculated
pursuant
to clauses (A) through (D) below, and the denominator of which is
the aggregate
of the Uncertificated
Balances of the Class
MRI-AA Interest,
the Middle-Tier
Corresponding Marker Interests, and Uncertificated MRI-ZZ Interest.
For purposes
<PAGE>
of calculating
the Pass-Through Rate for the Class CE Upper-Tier Regular
Interest, the numerator is equal to the sum of the following
components:
(A) the Uncertificated
Middle-Tier REMIC
Pass-Through Rate
for
the Class MRI-AA Interest minus the Marker Rate, applied to an amount
equal to the Uncertificated Balance of the Class MRI-AA
Interest;
(B) the Uncertificated
Middle-Tier REMIC
Pass-Through Rate
for
each Middle-Tier Corresponding Marker Interest, in each case minus
the
Marker Rate, applied in each case to an amount equal to the
respective
Uncertificated Balance
of each such Middle-Tier Corresponding Marker
Interest;
(C) the Uncertificated
Middle-Tier REMIC
Pass-Through Rate
for
the Class MRI-ZZ Interest minus the Marker Rate, applied to an amount
equal to the Uncertificated Balance of the Class MRI-ZZ Interest;
and
(D) 100% of the
Uncertificated Accrued
Interest on the Class
MRI-R Interest.
With
respect to the Class CE Certificates and any Distribution Date, the
Class CE Certificates shall be entitled to 100% of the amounts
distributable to
the Class CE Upper-Tier Regular Interest.
With
respect to the Class
Swap-IO Upper-Tier Regular Interest and any
Distribution Date,
the Class Swap-IO Upper-Tier Regular Interest shall be
entitled to 100% of the amounts distributable to the Class MRI-IO
Interest.
Paying Agent: As defined in Section 9.13.
Percentage Interest:
As to any Certificate (other than a Class CE
Certificate), the
percentage
obtained by dividing
the Denomination of such
Certificate by the Initial Class Certificate Balance of the Class of which
such
Certificate is a part.
With respect to a Class CE Certificate, the portion of
the Class evidenced thereby, expressed as a percentage, as stated
on the face of
such Certificate;
provided, however,
that the sum of all
such percentages for
each such Certificate totals 100%.
Periodic Advance:
With respect to each
Servicer, shall have the meaning
given to term "Monthly Advance" in the applicable Servicing
Agreement.
Periodic Cap: For each Mortgage Loan, the applicable limit on
adjustment of
the Mortgage
Interest Rate for each Rate Adjustment Date specified in the
applicable Mortgage
Note and designated as such in the applicable Mortgage Loan
Schedule.
Permitted Investments: One or more of the following:
(i) obligations
of or guaranteed as to
principal and interest by the
United States, 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
<PAGE>
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, "F1" by Fitch and "A-1+" by
S&P;
(iii) federal funds,
certificates of deposit, demand deposits, time
deposits and
bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers'
acceptances,
shall in no event have
an original
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, "F1" by Fitch and "A-1+" by S&P;
(iv) commercial paper (having original maturities of not more than
365
days) of any corporation incorporated under the laws of the United
States
or
any state thereof
which is rated not lower than "P-1" by Moody's, "F1"
by
Fitch and "A-1+" by S&P;
(v)
investments
in money market funds (including funds of the
Securities Administrator or its affiliates, or funds for which an
affiliate
of
the Securities Administrator acts as advisor, as well as funds for
which
the
Securities
Administrator and its affiliates may receive compensation)
rated "Aaa" by Moody's, "AAA" by Fitch (if rated by Fitch)
and "AAAm G" by
S&P or otherwise approved in writing by each Rating Agency;
and
(vi) other obligations
or securities that are acceptable to each
Rating Agency and, as
evidenced by an
Opinion of Counsel
obtained by the
Master Servicer or Securities Administrator, as the case may be, will not
affect the
qualification of any
REMIC created under
this Agreement as
a
REMIC;
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
<PAGE>
electric and telephone cooperatives described in Code Section
1381(a)(2)(C), (v)
a Person with respect to whom the income on a Residual Certificate is allocable
to a foreign permanent
establishment
or fixed base,
within the meaning of
an
applicable income tax treaty, of such Person or any other U.S.
Person, and (vi)
any other Person so designated by the Depositor based on an Opinion of Counsel
to the effect that any
transfer to such Person may cause the Trust or any other
Holder of a Residual
Certificate
to incur tax liability that would not be
imposed other than on
account of such
transfer. The terms "United States,"
"State" and
"international
organization" shall
have the meanings set forth in
Code Section 7701 or successor provisions.
Person: Any
individual,
corporation,
limited
liability
company,
partnership,
joint venture,
association,
joint-stock
company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
Physical Certificates: The Class R and Class CE Certificates.
Plan: As defined in Section 6.02(e).
Prepayment Interest
Shortfall:
As to any Distribution Date and each
Mortgage Loan
subject to a Principal
Prepayment
received during the related
Prepayment Period,
the amount,
if any, by which one month's interest at the
related Net Mortgage
Interest Rate on such
Principal Prepayment exceeds the
amount of interest paid in connection with such Principal
Prepayment.
Prepayment Period:
With respect to any
Distribution
Date, the calendar
month preceding the calendar month in which such Distribution Date
occurs.
Primary Mortgage Insurance Policy: Each policy of primary mortgage
guaranty
insurance or any replacement policy therefor with respect to
any Mortgage Loan,
in each case issued by an insurer acceptable to Fannie Mae or
Freddie Mac.
Principal Distribution
Amount: As to any Distribution Date, the sum of (i)
the Principal Remittance Amount minus the Overcollateralization
Release Amount,
if any, and (ii) the Extra Principal Distribution Amount, if
any.
Principal Prepayment:
With respect to each
Mortgage Loan, any
payment or
other recovery of principal on a Mortgage Loan (other than
Liquidation Proceeds)
which is received in advance of its scheduled Due Date and is not
accompanied by
an amount of interest
representing scheduled
interest due on any date or dates
in any month or months subsequent to the month of prepayment.
Principal Prepayment
in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
Principal Remittance
Amount: With respect to any Distribution Date and the
Mortgage Loans, to the extent of funds available therefor, the amount equal to
(A) the sum (less
amounts available
for reimbursement to the Servicers for
Advances and expenses pursuant to the applicable Servicing
Agreement and amounts
reimbursable or payable to the Master Servicer, Securities Administrator and
Trustee pursuant to
this Agreement)
of: (i) each
payment of
principal on a
Mortgage Loan due
during the related
Collection
Period and
received by the
<PAGE>
Servicers on or prior to the related Determination Date, and any Advances with
respect thereto, (ii) all Principal Prepayments received by the
Servicers during
the related Prepayment Period, (iii) Insurance Proceeds,
Liquidation
Proceeds
and Recoveries allocable to principal actually collected by the
Servicers during
the related Prepayment
Period, (iv) with respect to Defective
Mortgage Loans
repurchased during the
related Prepayment Period, the portion of the Repurchase
Price allocable to
principal,
(v) any Substitution Adjustment Amounts paid
during the related
Prepayment Period and (vi) on the Distribution Date on which
the Mortgage Loans and
related REO Property are purchased in accordance with
Section 10.01 hereof,
that portion of the purchase price therefor in respect of
principal less (B) any amounts payable to the Swap Provider
(including any Net
Swap Payment and any Swap Termination Payment owed to the Swap Provider,
other
than a Defaulted Swap Termination Payment) not covered by the Interest
Remittance Amount
(without giving effect to clause (B) of the definition
thereof).
Private Certificates: The Class R and Class CE Certificates.
Purchase Obligation:
An obligation of the Sponsor or the Depositor to
purchase Mortgage
Loans under the
circumstances and in
the manner provided in
Section 2.02 or 2.04.
Purchase Price:
With respect to each
Mortgage Loan that was a Defective
Mortgage Loan
repurchased
on any date
pursuant to Sections
2.02 or 2.04, an
amount equal to the
sum of (i) the Stated
Principal Balance
of the Mortgage
Loan, (ii) interest on such Stated Principal Balance at the Mortgage
Interest
Rate from the date on which interest has last been paid and
distributed
through
the last day of the month in which such repurchase takes place and (iii) any
costs and damages incurred by the Trust in connection with any
violation by such
repurchased Mortgage
Loan of any
predatory or abusive
lending law,
less (x)
amounts received or advanced in respect of such repurchased
Mortgage Loan
which
are being held in the applicable Servicer Custodial Account for
distribution in
the month of repurchase and (y) if the Person repurchasing such
Mortgage Loan is
servicing such
Mortgage Loan under the related Servicing Agreement, the
Servicing Fee for such Mortgage Loan.
Rate
Adjustment
Date: As to each
Mortgage Loan, the Due
Date on which an
adjustment to the Mortgage Interest Rate of such Mortgage Loan
becomes effective
under the related Mortgage Note.
Rate
Ceiling: The maximum
per annum Mortgage Interest Rate permitted under
the related Mortgage Note and indicated on the related Mortgage
Loan Schedule.
Rate
Floor: The minimum per
annum Mortgage
Interest Rate permitted under
the related Mortgage Note and indicated on the related Mortgage
Loan Schedule.
Rating Agency: Each of
S&P, Moody's and Fitch. If any such organization or
a successor is no longer in existence, "Rating Agency" shall be such
nationally
recognized statistical
rating organization,
or other comparable
Person, as is
designated by the Depositor, notice of which designation shall be given to
the
Trustee, the Master Servicer and the Securities Administrator.
References herein
to a given rating or rating category of a Rating Agency shall mean such rating
category without giving effect to any modifiers.
<PAGE>
Realized Loss: With respect to each Liquidated Mortgage Loan, an amount as
of the date of such
liquidation, equal to
(i) the unpaid principal balance of
the Liquidated
Mortgage Loan as of the date of such
liquidation,
plus (ii)
interest at the Net
Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to
Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any,
received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to
principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that
has become the
subject of a Deficient Valuation, if the principal amount due under
the related
Mortgage Note has been reduced, the difference between the
principal balance of
the Mortgage Loan outstanding immediately prior to such
Deficient Valuation and
the principal
balance of the Mortgage Loan as reduced by the Deficient
Valuation. With
respect to each
Mortgage Loan that has become the subject of a
Debt Service Reduction
and any Distribution
Date, the amount, if any, by which
the principal portion of the related Monthly Payment has been
reduced.
Realized Loss Amortization Amount: As to each Class of Offered
Certificates
and any Distribution Date, the lesser of (x) the Unpaid Realized
Loss Amount for
such Class and (y) the remaining Monthly Excess Cashflow
Amount available for
such Class pursuant to Section 5.02(c)(E) or (F), as
applicable.
Recognition Agreement:
With respect to a Cooperative Loan, the recognition
agreement between the Cooperative and the originator of such
Cooperative Loan.
Record Date:
With respect to the
Class CE and Class R
Certificates, the
last Business
Day of the month
immediately
preceding the month in which the
related Distribution Date occurs. With respect to the Offered
Certificates, the
Business Day immediately preceding each Distribution Date;
provided, however, if
Definitive Certificates are issued for any of such Certificates,
the Record Date
for such Certificates
will be the last Business Day of the month preceding such
Distribution Date.
Recovery: Any
amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Mortgage
Loan.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB),
17 C.F.R.
ss.ss.229.1100 - 229.1123, as such may be amended from time
to time,
and subject to such
clarification and
interpretation as have
been provided by
the Commission in the adopting release (Asset-Backed Securities,
Securities Act
Release No. 33-8518,
70 Fed. Reg. 1,506 - 1,631 (Jan. 7, 2005)) or by the staff
of the Commission,
or as may be provided
by the Commission
or its staff from
time to time.
Reimbursement Amount: As defined in Section 2.02.
Related Group: For Loan Group 1, Group 1; and for Loan Group 2,
Group 2.
Related Loan Group:
For Group 1, Loan Group 1; and for Group 2, Loan Group
2.
<PAGE>
Relevant Servicing
Criteria: The Servicing Criteria applicable to the
various parties, as
set forth on Exhibit N attached hereto. For clarification
purposes, multiple
parties can have responsibility for the same Relevant
Servicing Criteria.
With respect to a Servicing Function Participant engaged by
the Master
Servicer, the Securities Administrator, the Custodian or any
Servicer, the term
"Relevant Servicing
Criteria" may refer to a portion of the
Relevant Servicing Criteria applicable to such parties.
Relief Act: The Servicemembers Civil Relief Act, as it may be
amended from
time to time.
Relief Act Reduction:
With respect to any Distribution Date, for any
Mortgage Loan as to
which there has been a reduction in the amount of interest
collectible thereon
for the related Collection Period 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
such Collection
Period 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 related Collection
Period.
REMIC: A "real estate
mortgage investment
conduit" within the
meaning of
Section 860D of the Code.
REMIC Certificate Maturity Date: As set forth 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.
REMIC Regular
Interests:
Any of the
Uncertificated
Lower-Tier
Regular
Interests,
Uncertificated
Middle-Tier Regular
Interests and the Upper-Tier
Regular Interests.
Remittance Date: The 18th day of each month beginning in February
2007 (or,
if such day is not a Business Day, the preceding Business Day).
REO
Disposition Period: As defined in Section 3.15.
REO
Proceeds: Proceeds,
net of any related expenses of a Servicer received
in respect of any REO Property (including, without limitation,
proceeds from the
rental of the related Mortgaged Property), which are received prior
to the final
liquidation of such Mortgaged Property.
REO
Property: A Mortgaged
Property acquired by a Servicer
servicing the
related Mortgage Loan on behalf of the Trust through foreclosure or
deed-in-lieu
of foreclosure in connection with a defaulted Mortgage Loan.
Reportable Event: As defined in Section 3.22(d).
Reporting Servicer: As defined in Section 3.22(c)(i).
<PAGE>
Request for Release: The Request for Release submitted by a
Servicer to the
Custodian on behalf of the Trustee, substantially in the form
attached hereto as
Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance
policy which is required to be maintained from time to time under
this Agreement
in respect of such Mortgage Loan.
Reserve Interest Rate: As defined in Section 5.09.
Residual Certificate: The Class R Certificate.
Responsible Officer:
When used with respect to the Trustee or the
Securities
Administrator, any
officer of the Corporate Trust Department of the
Trustee or the Securities Administrator, as applicable, including any Senior
Vice President, any
Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any
other officer of
the Trustee or Securities Administrator, as applicable, customarily performing
functions similar to those performed by any of the above designated
officers and
having direct responsibility for the administration of this
Agreement.
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies,
Inc., or
any successor thereto.
Sarbanes-Oxley Certification: As defined in Section 3.22(e).
Securities
Administrator: Wells Fargo Bank, N.A., and its
successors-in-interest and, if a successor securities administrator
is appointed
hereunder, such successor, as securities administrator.
Security Agreement:
With respect to a
Cooperative Loan, the
agreement or
mortgage creating
a security interest in favor of the originator of the
Cooperative Loan in the related Cooperative Stock.
Senior Certificates:
The Class 1-A-1, Class 2-A-1, Class 2-A-2, Class
2-A-3, Class 2-A-4 and
Class 2-A-5
Certificates, each of
which represents (i)
the corresponding
Upper-Tier
Regular Interest for purposes of the REMIC
Provisions, (ii) the
right to receive the
related Cap
Carryover Amounts and
(iii) the obligation to pay the Class IO Distribution Amount.
Senior Enhancement
Percentage:
For any Distribution
Date, the percentage
obtained by dividing (x) the sum of (i) the aggregate Class
Certificate
Balance
of the Mezzanine
Certificates before taking into account distributions on such
Distribution Date and
(ii) the
Overcollateralization
Amount as of the
prior
Distribution Date by
(y) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Collection Period.
Senior Principal
Distribution
Amount: As of any Distribution Date (i)
before the
Stepdown Date or as to which a Trigger Event is in effect, the
Principal Distribution Amount and (ii) on or after the Stepdown
Date and as long
as a Trigger Event is
not in effect,
the excess of (a) the aggregate Class
Certificate Balance
of the Senior Certificates immediately prior to such
Distribution Date over
(b) the lesser of (x) the product of (1) 89.10% and (2)
the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day
<PAGE>
of the related
Collection
Period and (y) the amount by which the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related
Collection Period
exceeds the
product of (1) 0.35%
and (2) the Cut-off
Date
Principal Balance.
Senior Specified Enhancement Percentage: For any date, 10.90%.
Servicer: Any of BANA,
CWHLS, National City Mortgage,
Washington Mutual
Bank and Wells Fargo,
each in their
capacity as a servicer of the Mortgage
Loans, or any successor servicer appointed as herein provided.
Servicer Custodial
Accounts: The separate
accounts created and maintained
by each of the Servicers pursuant to the applicable Servicing
Agreement.
Servicing Advance:
With respect to each
Servicer, shall have
the meaning
given to the term "Servicing Advances" in the applicable Servicing
Agreement.
Servicing Agreements:
Any of the BANA Servicing Agreement, the Countywide
Home Loans Servicing Agreement, the National City Servicing
Agreement, the WAMU
Servicing Agreement and the Wells Fargo Servicing Agreement.
Servicing Criteria: The criteria set forth in paragraph (d) of Item
1122 of
Regulation AB, as such may be amended from time to time
Servicing Fee: With respect to each Servicer, as defined in the applicable
Servicing Agreement.
Servicing Fee Rate: With respect to each Mortgage Loan, as set
forth on the
applicable Mortgage Loan Schedule.
Servicing File:
With respect to each Mortgage Loan, as defined in the
applicable Servicing Agreement.
Servicing Function
Participant: Any
Subcontractor utilized
by the Master
Servicer, the
Securities
Administrator or the Custodian that is "participating
in the servicing function" within the meaning of Item 1122 of
Regulation AB.
Servicing Officer: With respect to each Servicer, as defined in the
related
Servicing Agreement.
Servicing Transfer
Costs: All reasonable
costs and expenses of the Master
Servicer or
the Trustee, as applicable, related to any termination of a
Servicer, appointment
of a successor Servicer or the transfer and assumption of
servicing by the Master Servicer or the Trustee, as applicable,
with respect to
any Servicing Agreement (including, without limitation, (i) all legal
costs and
expenses and all due diligence costs and expenses associated with an evaluation
of the potential
termination of the Servicer as a result of an event of default
by such Servicer
and (ii) any costs or
expenses associated
with the complete
transfer of all servicing data and the completion, correction or
manipulation of
such servicing data as may be required by the Master Servicer or
the Trustee, as
<PAGE>
applicable, to correct
any errors or
insufficiencies in the
servicing data or
otherwise to enable
the Master Servicer
or the Trustee, as applicable, to
service the Mortgage Loans properly and effectively).
Similar Law: As defined in Section 6.02(e).
Six-Month LIBOR Index:
A rate per annum that
is defined to be the average
of interbank offered rates for six-month U.S. dollar-denominated
deposits in the
London market,
as published in The Wall Street Journal and most recently
available either (i)
as of the first
Business Day in the month preceding the
month of the
applicable
Rate Adjustment Date or (ii) up to the date 45
days
before the applicable Rate Adjustment Date.
Sponsor: Bank
of America, National Association, a national banking
association, or its successor in interest, as seller of the
Mortgage Loans under
the Mortgage Loan Purchase Agreement.
Stated Principal Balance: As to any Mortgage Loan and Due
Date, the unpaid
principal balance of
such Mortgage
Loan as of such date
as specified
in the
amortization schedule
at the time relating
thereto (before any
adjustment to
such amortization
schedule by reason of
any moratorium
or similar
waiver or
grace period) after giving effect to any previous partial Principal
Prepayments
and Liquidation
Proceeds allocable to principal (other than with respect to any
Liquidated Mortgage
Loan) and to the
payment of principal due on such Due Date
and irrespective
of any delinquency in
payment by the related
Mortgagor, and
after giving effect to any Deficient Valuation.
Stepdown Date: The earlier to occur of (i) the Distribution Date on which
the aggregate Class Certificate Balance of the Senior Certificates
is reduced to
zero and (ii) the later to occur of (x) the Distribution Date in February 2010
and (y) the
Distribution Date on
which the Senior
Enhancement Percentage
is
greater than or equal to the Senior Specified Enhancement
Percentage.
Subcontractor: Any
vendor, subcontractor or other Person that is not
responsible for the overall servicing of Mortgage Loans but
performs one or more
discrete functions
identified in Item
1122(d) of Regulation AB with respect to
Mortgage Loans under
the direction or
authority of the
Master Servicer,
the
Securities Administrator or the Custodian.
Substitute Mortgage
Loan: A Mortgage Loan substituted for a Defective
Mortgage Loan which
must, on the date of
such substitution
(i) have a Stated
Principal Balance,
after deduction of the principal portion of the Monthly
Payment due in the month of substitution, not in excess of the Stated
Principal
Balance of the Defective Mortgage Loan; (ii) have a Net
Mortgage Interest
Rate
not less than,
and not more than two
percent (2%) greater than that of the
Defective Mortgage
Loan; (iii) be of the same type as the
Defective Mortgage
Loan; (iv) have a
Loan-to-Value
Ratio not higher
than that of the
Defective
Mortgage Loan;
(v) have a credit
score not less
than that of the Defective
Mortgage Loan;
(vi) have a credit
grade not lower in
quality than that of the
Defective Mortgage
Loan; (vii) have a remaining
term to maturity not
greater
than (and not more than one (1) year less than) that of the
Defective Mortgage
Loan; (viii) have the
same lien priority as the Defective Mortgage Loan; and
<PAGE>
(ix) comply with each Mortgage Loan representation and warranty set
forth in the
Mortgage Loan Purchase Agreement, the Servicing Agreements and this Agreement.
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.
Supplemental Interest
Trust: The trust created pursuant to Section 5.11 of
this Agreement and designated as the "Supplemental Interest Trust," consisting
of the Interest Rate Swap Agreement and the Interest Rate
Cap Agreements,
the
Supplemental Interest
Trust Trustee's rights under the Interest Rate Swap
Agreement and the Interest Rate Cap Agreements, the Derivative Account, the
Interest Rate Cap Agreement B Account and the Cap Carryover Reserve
Account. The
Supplemental Interest Trust is not an asset of any REMIC created
hereunder.
Supplemental Interest
Trust Trustee: Wells Fargo Bank, N.A., or any
successor Supplemental Interest Trust Trustee appointed as herein
provided.
Swap
LIBOR: A per annum rate equal to the floating rate payable by the
Swap
Provider under the Interest Rate Swap Agreement.
Swap
Notional Amount: With
respect to each Distribution Date, the related
notional amount set forth on Schedule A of the Interest Rate Swap
Agreement.
Swap
Provider: The Bank of New York.
Swap
Termination Payment: Any payment payable by the Supplemental
Interest
Trust or the Swap Provider upon termination of the Interest Rate
Swap Agreement
as a result of an
Event of Default
(as defined in the Interest Rate Swap
Agreement) or a
Termination
Event (as defined in the Interest Rate Swap
Agreement).
Targeted
Overcollateralization
Amount: As of any Distribution Date, 0.35%
of the aggregate Stated Principal Balance of the Mortgage Loans on
the Cut-off
Date.
Tax
Matters Person: Any person designated as "tax matters person" in
accordance with Section 5.07 and the manner provided under Treasury
Regulation
ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.
Telerate Page 3750: The display page currently so designated on the
Reuters
Telerate Service (or
such other page as may replace the Telerate Page 3750 page
on that service for the purpose of displaying London interbank offered rates
of
major banks).
Total Covered Amount: As defined in the Mortgage Loan Purchase
Agreement.
Treasury Regulations: The final and temporary regulations
promulgated under
the Code by the U.S. Department of the Treasury.
Trigger Event:
With respect to any Distribution Date, if (i) the
<PAGE>
three-month rolling average of 60+ Day Delinquent Loans equals or
exceeds 40.00%
of the Senior
Enhancement Percentage
or (ii) the aggregate
amount of Realized
Losses incurred on the
Mortgage Loans since the Cut-off Date
through the last
day of the related
Collection
Period (reduced by the aggregate amount of
Recoveries related to the Mortgage Loans received since the Cut-off
Date through
the last day of the related Collection Period on the Mortgage
Loans) divided by
the aggregate Cut-off Date Principal Balance exceeds the applicable
percentages
set forth below with respect to such Distribution Date:
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Distribution Date
Occurring In
Percentage
February 2009 through January 2010 0.20% for the
first month, plus an
additional 1/12th of 0.25% for each
month thereafter
February 2010 through January 2011 0.45% for the
first month, plus an
additional 1/12th of 0.30% for each
month thereafter
February 2011 through January 2012 0.75% for the
first month, plus an
additional 1/12th of 0.30% for each
month
thereafter
February 2012 through January 2013 1.05% for the
first month, plus an
additional 1/12th of 0.20% for each
month thereafter
February 2013 and thereafter
1.25%
</TABLE>
Trust: The trust created by this Agreement, which shall be named the "Banc
of America Funding 2007-A Trust."
Trust Estate: The
segregated pool of assets subject hereto, constituting
the primary trust created hereby and to be administered hereunder,
with respect
to a portion of which multiple REMIC elections are to be made, such
entire Trust
Estate consisting
of: (i) such Mortgage
Loans as from time to time are subject
to this Agreement,
together with the Mortgage Files relating thereto, and
together with
all collections thereon and proceeds thereof, (ii) any REO
Property, together
with all collections thereon and proceeds thereof, (iii) the
Trustee's rights with respect to the Mortgage Loans under all
insurance policies
required to be maintained pursuant to this Agreement and any
proceeds thereof,
(iv) the right to receive amounts, if any, payable on behalf of any
Mortgagor
from the Buy-Down
Account relating to any Buy-Down Mortgage Loan, (v) the
Depositor's rights under the Servicing Agreements and the Mortgage
Loan Purchase
Agreement (including
any security interest created thereby) and (vi) the
Servicer Custodial
Accounts, the Master
Servicer Custodial
Account, the Cap
Carryover Reserve
Account and the Certificate Account and such assets that
are
deposited therein from time to time and any investments
thereof, together with
any and all income,
proceeds and payments
with respect thereto.
The Buy-Down
Account shall not be part of the Trust Estate.
Trustee: U.S. Bank
National Association,
and its successors-in-interest
and, if a successor trustee is appointed hereunder, such successor,
as trustee.
Uncertificated Accrued
Interest: With respect to each REMIC Regular
Interest (other than
the Class CE
Upper-Tier Regular
Interest and the Class
Swap-IO Upper-Tier Regular Interest) and each Distribution Date, an
amount equal
to one month's interest at the related Pass-Through Rate on the
Uncertificated
Balance of such REMIC Regular Interest. With respect to the Class CE
Upper-Tier
Regular Interest
on each Distribution Date, an amount equal to one month's
interest at its Pass-Through Rate on its Notional Amount. In the case of each
<PAGE>
REMIC Regular Interest, Uncertificated Accrued Interest will be reduced
by any
Relief Act Reductions,
allocated to such REMIC Regular Interest as provided in
Section 5.02. The Class Swap-IO Upper-Tier Regular Interest will
be entitled to
100% of the amounts distributed on the Class MRI-IO Interest.
Uncertificated
Balance: The amount of
any REMIC Regular
Interest (other
than the Class MRI-IO Interest or the Class Swap-IO Upper-Tier
Regular Interest)
outstanding as of any
date of determination. As of the Closing Date, the
Uncertificated Balance
of each such REMIC
Regular Interest shall equal the
amount set
forth in the Preliminary Statement hereto as its initial
Uncertificated Balance. On each Distribution Date, the
Uncertificated Balance of
each such REMIC
Regular Interest shall be reduced by all distributions of
principal made on such REMIC Regular Interest on such Distribution
Date pursuant
to Section 5.02 and, if and to the extent necessary and appropriate, shall be
further reduced on
such Distribution
Date by Realized Losses as provided in
Section 5.03. The
Uncertificated Balance
of the Class MRI-ZZ Interest shall be
increased by interest deferrals as provided in Section 5.02. With
respect to the
Class MRI-IO Interest and the Class Swap-IO Upper-Tier Regular Interest, its
Uncertificated Notional Amount. The Uncertificated Balance of each
REMIC Regular
Interest shall never be less than zero.
Uncertificated Lower-Tier Interests: The Uncertificated
Lower-Tier
Regular Interests and the Class LR interest, which represents the
sole class of
"residual interest" in the Lower-Tier REMIC.
Uncertificated
Lower-Tier Regular
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
hereof. Any of the
Class LRI-I Interest and the Class LRI-1-A Interest through the Class LRI-60-B
Interest are Uncertificated Lower-Tier Regular Interests.
Uncertificated
Lower-Tier REMIC
Pass-Through
Rate: With respect to the
Class LRI-I Interest,
a per annum rate equal to the weighted average of the Net
Mortgage
Interest Rates
of the Mortgage Loans. With respect to each
Uncertificated
Lower-Tier Regular
Interest ending with
the designation "A," a
per annum rate equal to the weighted average of the Net Mortgage
Interest Rates
of the Mortgage Loans
multiplied
by 2, subject to a
maximum rate of the Fixed
Payer Rate
multiplied
by 2. With
respect to each
Uncertificated
Lower-Tier
Regular Interest
ending with the designation "B," a per annum rate equal to the
excess, if any, of (i)
2 multiplied by the weighted average of the Net Mortgage
Interest Rates of the Mortgage Loans over (ii) the Fixed Payer
Rate multiplied
by 2 (or 0.00% if there is no such excess).
Uncertificated
Middle-Tier Interests:
The Uncertificated Middle-Tier
Regular Interests and the Class MR Interest, which represents the sole class
of
"residual interest" in the Middle-Tier REMIC.
Uncertificated
Middle-Tier Regular
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
hereof. Any of the
Class MRI-AA Interest, the Middle-Tier Corresponding Marker
Interests, the Class
MRI-ZZ Interest,
the Class MRI-IO
Interest and the Class MRI-R Interest are
Uncertificated Middle-Tier Regular Interests.
<PAGE>
Uncertificated
Middle-Tier REMIC
Pass-Through
Rate: With respect to
the
Class MRI-AA Interest, the Middle-Tier Corresponding Marker
Interests, the Class
MRI-ZZ Interest
and the Class MRI-R
Interest, a per annum rate (but not less
than zero) equal to the weighted average of: (x) with respect to
the Class LRI-I
Interest and each Uncertificated Lower-Tier Interest ending with
the designation
"B," the weighted average of the Uncertificated Lower-Tier REMIC Pass-Through
Rates for such
Uncertificated
Lower-Tier Regular
Interests,
weighted on the
basis of the Uncertificated Balances of such Uncertificated
Lower-Tier Regular
Interests for each such Distribution Date and (y) with respect to
Uncertificated
Lower-Tier Interests ending with the designation "A," for each
Distribution Date
listed below,
the weighted average of the rates listed below for each such
Uncertificated
Lower-Tier Regular Interest listed below, weighted on the basis
of the Uncertificated
Balances of each such Uncertificated Lower-Tier Interest
for each such Distribution Date:
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Distribution
Date
Uncertificated Lower-Tier Interest
Rate
1
LRI-1-A through LRI-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
2
LRI-2-A through LRI-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A
Uncertificated Lower-Tier REMIC Pass-Through Rate
3
LRI-3-A through LRI-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A and LRI-2-A
Uncertificated Lower-Tier REMIC Pass-Through Rate
4
LRI-4-A through LRI-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-3-A
Uncertificated Lower-Tier REMIC Pass-Through Rate
5
LRI-5-A through LRI-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate
&nbs
