<PAGE>
Exhibit 4.1
--------------
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 October 30, 2006
----------------------------------
Mortgage Pass-Through Certificates
Series 2006-7
===============================================================================
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
<TABLE>
<S> <C>
<C>
<C>
<C>
<C>
<C>
Section 1.01
Defined
Terms..............................................................................12
Section 1.02
Interest
Calculations......................................................................60
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage
Loans...............................................................60
Section 2.02
Acceptance by the Trustee or Custodian of the Mortgage
Loans...............................64
Section 2.03
Representations, Warranties and Covenants of the Master
Servicer...........................69
Section 2.04
Representations and Warranties of the Depositor as to the Mortgage
Loans...................70
Section 2.05
Designation of Interests in the
REMICs.....................................................71
Section 2.06
Designation of Start-up
Day................................................................71
Section 2.07
REMIC Certificate Maturity
Date............................................................71
Section 2.08
Execution and Delivery of
Certificates.....................................................72
Section 2.09
Establishment of the
Trust.................................................................72
Section 2.10
Purpose and Powers of the
Trust............................................................73
Section 2.11
Rights of the NIMS
Insurer.................................................................73
ARTICLE III
ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS
Section 3.01
Master Servicing of the Mortgage
Loans.....................................................73
Section 3.02
Monitoring
of
Servicers....................................................................74
Section 3.03
Fidelity Bond; Errors and Omissions
Insurance..............................................76
Section 3.04
Access to Certain
Documentation............................................................76
Section 3.05
Maintenance of Primary Mortgage Insurance Policy;
Claims...................................77
Section 3.06
Rights of the Depositor, the Securities Administrator and the
Trustee in
Respect of the Master
Servicer.............................................................77
Section 3.07
Trustee to Act as Master
Servicer..........................................................78
Section 3.08
Servicer Custodial Accounts and Escrow
Accounts............................................78
Section 3.09
Collection of Mortgage Loan Payments; Master Servicer Custodial
Account,
Certificate Account, Cap Carryover Reserve Account, Reserve
Funds
and Yield Maintenance
Agreements...........................................................79
-i-
</TABLE>
<PAGE>
<TABLE>
<S>
<C>
<C>
Section 3.10
Access to Certain Documentation and Information Regarding the
Mortgage Loans...............84
Section 3.11
Permitted Withdrawals from the Certificate Account and the
Master
Servicer Custodial
Account.................................................................84
Section 3.12
Maintenance of Hazard Insurance and Other
Insurance........................................85
Section 3.13
Presentment of Claims and Collection of
Proceeds...........................................86
Section 3.14
Enforcement of Due-On-Sale Clauses; Assumption
Agreements..................................86
Section 3.15
Realization Upon Defaulted Mortgage Loans; REO
Property....................................86
Section 3.16
Trustee to Cooperate; Release of Mortgage
Files............................................88
Section 3.17
Documents, Records and Funds in Possession of the Master Servicer
to
be Held for the
Trustee....................................................................89
Section 3.18
Master Servicer
Compensation...............................................................90
Section 3.19
Advances...................................................................................90
Section 3.20
Annual Statement as to
Compliance..........................................................90
Section 3.21
Assessments of Compliance and Attestation
Reports..........................................91
Section 3.22
Reports to the
Commission..................................................................93
ARTICLE IV
MASTER SERVICER'S CERTIFICATE
Section 4.01
Master Servicer's
Certificate.............................................................100
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;REMIC
ADMINISTRATION
Section 5.01
Distributions.............................................................................100
Section 5.02
Priorities of Distributions on the Shifting Interest
Certificates.........................101
Section 5.03
Priorities of Distributions on the Overcollateralized
Certificates........................107
Section 5.04
Allocation of
Losses......................................................................118
Section 5.05
Statements to
Certificateholders..........................................................121
Section 5.06
Tax
Returns and Reports to
Certificateholders.............................................128
Section 5.07
Tax
Matters
Person........................................................................128
Section 5.08
Rights of the Tax Matters Person in Respect of the Securities
Administrator...............129
Section 5.09
REMIC Related
Covenants...................................................................129
Section 5.10
Determination of One-Month
LIBOR..........................................................130
Section 5.11
Master Servicer, Securities Administrator and Trustee
Indemnification.....................131
ARTICLE VI
THE CERTIFICATES
Section 6.01
The
Certificates..........................................................................132
Section 6.02
Registration of Transfer and Exchange of
Certificates.....................................133
Section 6.03
Mutilated, Destroyed, Lost or Stolen
Certificates.........................................137
Section 6.04
Persons Deemed
Owners.....................................................................138
-ii-
</TABLE>
<PAGE>
<TABLE>
ARTICLE VII
THE
DEPOSITOR AND THE MASTER SERVICER
<S> <C>
<C>
<C>
<C>
<C>
<C>
Section 7.01
Respective Liabilities of the Depositor and the Master
Servicer...........................138
Section 7.02
Merger or Consolidation of the Depositor or the Master
Servicer...........................138
Section 7.03
Limitation on Liability of the Depositor, the Master Servicer and
Others..................139
Section 7.04
Depositor and Master Servicer Not to
Resign...............................................140
ARTICLE VIII
DEFAULT
Section 8.01
Events of
Default.........................................................................140
Section 8.02
Remedies of
Trustee.......................................................................142
Section 8.03
Directions by Certificateholders and Duties of Trustee During Event
of Default............142
Section 8.04
Action upon Certain Failures of the Master Servicer and upon Event
of Default.............142
Section 8.05
Trustee to Act; Appointment of
Successor..................................................143
Section 8.06
Notification to
Certificateholders........................................................144
ARTICLE IX
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01
Duties of Trustee and Securities
Administrator............................................144
Section 9.02
Certain Matters Affecting the Trustee and the Securities
Administrator....................148
Section 9.03
Neither Trustee nor Securities Administrator Liable for
Certificates or Mortgage Loans....149
Section 9.04
Trustee and Securities Administrator May Own
Certificates.................................150
Section 9.05
Eligibility Requirements for Trustee and the Securities
Administrator.....................150
Section 9.06
Resignation and Removal of Trustee and the Securities
Administrator.......................151
Section 9.07
Successor Trustee or Securities
Administrator.............................................152
Section 9.08
Merger or Consolidation of Trustee or Securities
Administrator............................153
Section 9.09
Appointment of Co-Trustee or Separate
Trustee.............................................153
Section 9.10
Authenticating
Agents.....................................................................154
Section 9.11
Securities Administrator's Fees and Expenses and Trustee's Fees and
Expenses..............155
Section 9.12
Appointment of
Custodian..................................................................156
Section 9.13
Paying
Agents.............................................................................156
Section 9.14
Limitation of
Liability...................................................................157
Section 9.15
Trustee or Securities Administrator May Enforce Claims Without
Possession of Certificates.158
Section 9.16
Suits for
Enforcement.....................................................................158
Section 9.17
Waiver of Bond
Requirement................................................................158
Section 9.18
Waiver of Inventory, Accounting and Appraisal
Requirement.................................158
-iii-
</TABLE>
<PAGE>
<TABLE>
ARTICLE X
TERMINATION
<S> <C>
<C>
<C>
<C>
<C>
<C>
Section 10.01
Termination upon Purchase or Liquidation of All Mortgage
Loans............................158
Section 10.02
Additional
Termination
Requirements.......................................................161
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment.................................................................................162
Section 11.02
Recordation of Agreement;
Counterparts....................................................164
Section 11.03
Limitation
on Rights of
Certificateholders................................................164
Section 11.04
Governing
Law.............................................................................165
Section 11.05
Notices...................................................................................165
Section 11.06
Severability of
Provisions................................................................166
Section 11.07
Certificates Nonassessable and Fully
Paid.................................................166
Section 11.08
Access to
List of
Certificateholders......................................................166
Section 11.09
Recharacterization........................................................................167
Section 11.10
Regulation
AB Compliance; Intent of the Parties;
Reasonableness...........................167
Section 11.11
Third
Party
Beneficiary...................................................................167
>
</TABLE>
-iv-
<PAGE>
EXHIBITS
Exhibit A-1AR
Form of Face of Class 1-A-R Certificate
Exhibit A-1A1
Form of Face of Class 1-A-1 Certificate
Exhibit A-1A2
Form of Face of Class 1-A-2 Certificate
Exhibit A-1A3
Form of Face of Class 1-A-3 Certificate
Exhibit A-1A4
Form of Face of Class 1-A-4 Certificate
Exhibit A-1A5
Form of Face of Class 1-A-5 Certificate
Exhibit A-1A6
Form of Face of Class 1-A-6 Certificate
Exhibit A-1A7
Form of Face of Class 1-A-7 Certificate
Exhibit A-1A8
Form of Face of Class 1-A-8 Certificate
Exhibit A-1A9
Form of Face of Class
1-A-9 Certificate
Exhibit A-1A10
Form of Face of Class 1-A-10 Certificate
Exhibit A-1A11
Form of Face of Class 1-A-11 Certificate
Exhibit A-1A12
Form of Face of Class 1-A-12 Certificate
Exhibit A-30IO
Form of Face of Class 30-IO Certificate
Exhibit A-30PO
Form of Face of Class 30-PO Certificate
Exhibit A-T2A1
Form of Face of Class T2-A-1 Certificate
Exhibit A-T2A2
Form of Face of Class T2-A-2 Certificate
Exhibit A-T2A3
Form of Face of Class T2-A-3 Certificate
Exhibit A-T2A4
Form of Face of Class T2-A-4 Certificate
Exhibit A-T2A5
Form of Face of Class T2-A-5 Certificate
Exhibit A-T2A6
Form of Face of Class T2-A-6 Certificate
Exhibit A-T2A7
Form of Face of Class T2-A-7 Certificate
Exhibit A-T2A8
Form of Face of Class T2-A-8 Certificate
Exhibit A-T2AA
Form of Face of Class T2-A-A Certificate
Exhibit A-T2AB
Form of Face of Class T2-A-B Certificate
Exhibit B-1B1
Form of Face of Class 1-B-1 Certificate
Exhibit B-1B2
Form of Face of Class 1-B-2 Certificate
Exhibit B-1B3
Form of Face of Class 1-B-3 Certificate
Exhibit B-1B4
Form of Face of Class 1-B-4 Certificate
Exhibit B-1B5
Form of Face of Class 1-B-5 Certificate
Exhibit B-1B6
Form of Face of Class 1-B-6 Certificate
Exhibit B-T2M1
Form of Face of Class T2-M-1 Certificate
Exhibit B-T2M2
Form of Face of Class T2-M-2 Certificate
Exhibit B-T2M3
Form of Face of Class T2-M-3 Certificate
Exhibit B-T2M4
Form of Face of Class T2-M-4 Certificate
Exhibit B-T2M5
Form of Face of Class T2-M-5 Certificate
Exhibit B-T2M6
Form of Face of Class T2-M-6 Certificate
Exhibit B-T2M7
Form of Face of Class T2-M-7 Certificate
Exhibit B-T2M8
Form of Face of Class T2-M-8 Certificate
Exhibit B-T2B1
Form of Face of Class T2-B-1 Certificate
Exhibit B-T2B1
Form of Face of Class T2-B-2 Certificate
Exhibit B-CE
Form of Face of Class CE Certificate
Exhibit B-P
Form of Face of Class P Certificate
Exhibit C
Form of Reverse of all Certificates
-v-
<PAGE>
Exhibit D-1
Loan Group 1 Mortgage Loan Schedule
Exhibit D-T2
Loan Group T2 Mortgage Loan Schedule
Exhibit E
Request for Release of Documents
Exhibit F
Form of Certification of Establishment of Account
Exhibit G-1
Form of Transferor's Certificate
Exhibit G-2A
Form 1 of Transferee's Certificate
Exhibit G-2B
Form 2 of Transferee's Certificate
Exhibit H
Form of Transferee Representation Letter for ERISA
Restricted Certificates
Exhibit I
Form of
Affidavit Regarding Transfer of Residual
Certificate
Exhibit J
List of Recordation States
Exhibit K
Form of Initial Certification
Exhibit L
Form of Final Certification
Exhibit M
Form of 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
Class 1-A-4 Yield Maintenance Agreement
Exhibit U
Overcollateralized Yield Maintenance Agreement
Exhibit V
Principal Balance Schedules
-vi-
<PAGE>
POOLING AND SERVICING AGREEMENT
THIS POOLING AND
SERVICING AGREEMENT, dated October 30, 2006, 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").
W I T N E S S E T H T
H A T:
- - - - - - - - - - -
- - -
In
consideration of the mutual agreements herein contained,
the Depositor,
the Master Servicer,
the Securities Administrator and the Trustee agree as
follows:
PRELIMINARY STATEMENT
The
Depositor intends to sell pass-through certificates (collectively,
the
"Certificates"), to be
issued hereunder in multiple Classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Estate created hereunder. The Certificates will consist of
forty-three
Classes
of Certificates,
designated as (i) the Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class
1-A-5, Class 1-A-6,
Class 1-A-7, Class
1-A-8, Class 1-A-9,
Class 1-A-10,
Class 1-A-11, Class 1-A-12, Class 30-IO, Class 30-PO, Class
T2-A-1, Class T2-A-2,
Class T2-A-3,
Class T2-A-4, Class
T2-A-5, Class T2-A-6,
Class T2-A-7, Class
T2-A-8, Class T2-A-A
and Class T2-A-B
Certificates, (ii)
Class 1-B-1, Class
1-B-2, Class 1-B-3,
Class 1-B-4, Class
1-B-5, Class 1-B-6,
Class T2-M-1, Class
T2-M 2, Class T2-M-3,
Class T2-M-4,
Class T2-M-5,
Class
T2-M-6, Class T2-M-7,
Class T2-M-8, Class T2-B-1 and Class T2-B-2 Certificates,
(iii) the Class CE Certificates, (iv) the Class P Certificates and
(v) the Class
1-A-R Certificate. The
descriptions of the Shifting Interest Lower-Tier REMIC,
the Shifting Interest Middle-Tier REMIC, the Shifting Interest
Upper-Tier REMIC,
the Lower-Tier II
REMIC and the Upper-Tier II 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>
Shifting Interest Lower-Tier REMIC
As
provided herein, the
Securities
Administrator will make an election to
treat the segregated pool of assets consisting of the Group 1
Mortgage Loans and
certain other related
assets subject to this
Agreement (but exclusive of the
Class 1-A-4 Yield Maintenance Agreements and the Class 1-A-4
Reserve Fund) as a
real estate
mortgage investment conduit ("REMIC") for federal income tax
purposes, and such segregated pool of assets will be designated as
the "Shifting
Interest Lower-Tier
REMIC." The Class
SI-LR Interest will
represent the sole
class of "residual
interests" in the
Shifting Interest
Lower-Tier
REMIC for
purposes of the REMIC Provisions. The following table irrevocably
sets forth the
designation, the
Uncertificated Shifting Interest 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
Shifting Interest
Lower-Tier
Interests.
None of the
Uncertificated
Shifting Interest Lower-Tier Interests will be
certificated.
<TABLE>
<CAPTION>
------------------------ -----------------------------
-------------------------------- --------------------------
Uncertificated Shifting
Initial Uncertificated
Interest Lower-Tier REMIC Latest Possible
Maturity
Designation
Balance
Pass-Through Rate
Date(1)
------------------------ -----------------------------
-------------------------------- --------------------------
<S>
<C>
<C>
<C>
<C> <C>
1-L
$332,712,762.80
6.25%
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-LIO
$13,805,701.29(2)
6.00%
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-LPO
$1,687,199.34
(3)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
</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 Group 1 Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for each
Uncertificated
Shifting Interest Lower-Tier Interest.
(2) Calculated in
accordance with the definition of "Notional Amount" herein.
(3) The Class 1-LPO
Interest will not bear interest.
-2-
<PAGE>
Shifting Interest Middle-Tier REMIC
As
provided herein, the
Securities
Administrator will make an election to
treat the segregated pool of assets consisting of the Uncertificated Shifting
Interest Lower-Tier
Interests as a REMIC
for federal income tax purposes, and
such segregated
pool of assets will be
designated as the
"Shifting Interest
Middle-Tier REMIC."
The Class SI-MR
Interest will
represent the sole class of
"residual interests"
in the Shifting Interest Middle-Tier REMIC for purposes of
the REMIC Provisions. The following table irrevocably sets forth the
designation, the Uncertificated Shifting Interest 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 Uncertificated Shifting Interest Middle-Tier Interests.
None of the
Uncertificated
Shifting Interest
Middle-Tier
Interests will be
certificated.
<TABLE>
<CAPTION>
------------------------ -----------------------------
-------------------------------- --------------------------
Uncertificated Shifting
Initial Uncertificated
Interest Middle-Tier REMIC Latest Possible
Maturity
Designation
Balance
Pass-Through Rate
Date(1)
------------------------ -----------------------------
-------------------------------- --------------------------
<S>
<C> <C>
<C>
<C>
<C> <C>
MRI-1-A-1
$80,043,000
7.00%
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
MRI-1-A-R
$100
6.25%
September
25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
MRI-1-A-2
$1,000
6.00%
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
MRI-1-A-3
$1,000
6.00%
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
MRI-1-A-4
$240,127,000
6.00%
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
MRI-IO
$13,805,701(2)
(3)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
MRI-PO
$1,687,199
0.00%
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
MRI-1-B-1
$8,026,000
6.25%
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
MRI-1-B-2
$1,839,000
6.25%
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
MRI-1-B-3
$1,003,000
6.25%
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
MRI-1-B-4
$669,000
6.25%
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
MRI-1-B-5
$502,000
6.25%
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
MRI-1-B-6
$501,662
6.25%
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
</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 Group 1 Mortgage Loan with the latest maturity date has
been designated
as the "latest possible maturity date" for each
Uncertificated Shifting Interest Middle-Tier Interest.
(2)
Calculated in
accordance
with the definition of "Notional Amount"
herein.
(3)
For federal
income tax
purposes, the Class MRI-IO Interest will be
entitled to 100% of
the amounts
distributed
on the Uncertificated
Shifting Interest Lower-Tier Class 1-LIO Interest.
-3-
<PAGE>
Shifting Interest Upper-Tier REMIC
As
provided herein, the
Securities
Administrator will make an election to
treat the segregated pool of assets consisting of the Uncertificated Shifting
Interest Middle-Tier
Interests as a REMIC for federal income tax purposes, and
such segregated
pool of assets will be
designated as the
"Shifting Interest
Upper-Tier REMIC." The
Class SI-UR Interest
will represent the sole class of
"residual interests"
in the Shifting Interest Upper-Tier REMIC for purposes
of
the REMIC Provisions.
The following table irrevocably sets forth (or describes)
the designation,
the Interest Rate, and
Initial Balance or Notional Amount for
each Shifting Interest Upper-Tier Interest comprising the "regular
interests" in
the Shifting Interest
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 class of
Shifting Interest Upper-Tier Interests.
<TABLE>
<CAPTION>
------------------------ -----------------------------
-------------------------------- --------------------------
Initial Balance or
Latest Possible
Designation
Notional Amount
Interest Rate
Maturity Date(1)
------------------------ -----------------------------
-------------------------------- --------------------------
<S> <C>
<C>
<C>
<C> <C>
1-A-R
$100
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-A-1
$70,000,000
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-A-2
$10,043,000
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-A-3
$80,043,000(3)
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-A-4
$87,663,000
(4)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-A-5
$1,000
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-A-6
$1,000
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-A-7
$51,597,000
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-A-8
$2,010,000
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-A-9
$30,597,000
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-A-10
$6,314,000
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-A-11
$5,679,000
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-A-12
$56,267,000
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
30-IO
$13,805,701(3)
(5)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
30-PO
$1,687,199
(6)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-B-1
$8,026,000
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-B-2
$1,839,000
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-B-3
$1,003,000
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-B-4
$669,000
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-B-5
$502,000
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
1-B-6
$501,662
(2)
September 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
</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 Group 1 Mortgage Loan with the latest maturity date has
been designated
as the "latest possible maturity date" for each
Shifting Interest Upper-Tier Interest.
(2)
Interest will accrue
on these Shifting Interest Upper-Tier Interests
at a rate equal
to the Pass-Through Rate of the Corresponding Class of
Shifting Interest Certificates.
(3)
Calculated in
accordance
with the definition of "Notional Amount"
herein.
-4-
<PAGE>
(4)
Interest will accrue
on the Shifting
Interest Upper-Tier
Class 1-A-4
Interest at a rate equal to the Pass-Through Rate of the
Corresponding
Class of Shifting Interest Certificates. The Shifting Interest
Upper-Tier Class 1-A-4 Interest will not be entitled to any amounts
in
respect of the Class 1-A-4 Yield Maintenance Agreement.
(5)
The Class 30-IO Interest will be entitled to 100% of the amounts
distributed on the Uncertificated Shifting Interest Middle-Tier
Class
MRI-IO Interest.
(6)
The Class 30-PO
Interest will not bear interest.
-5-
<PAGE>
Lower-Tier II REMIC
As
provided herein, the
Securities
Administrator will make an election to
treat the segregated
pool of assets
consisting of the
Group T2 Mortgage Loans
and certain other related assets subject to this Agreement (but
exclusive of the
Overcollateralized Yield Maintenance Agreement, the Overcollateralized
Reserve
Fund and the Cap Carryover Reserve Account) as a REMIC for federal
income tax
purposes, and
such segregated pool of assets will be designated as the
"Lower-Tier II REMIC."
The II-LR Interest will represent the sole class of
"residual interests"
in the Lower-Tier II REMIC for purposes of the REMIC
Provisions. The
following table
irrevocably sets forth
the designation,
the
Uncertificated Lower-Tier II 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 II
Regular Interests. None of the Uncertificated
Lower-Tier II Regular Interests will be certificated.
<TABLE>
<CAPTION>
------------------------ -----------------------------
-------------------------------- --------------------------
Initial Uncertificated
Uncertificated Lower- Tier II Latest Possible Maturity
Designation
Balance
REMIC Pass-Through Rate
Date(1)
------------------------ -----------------------------
-------------------------------- --------------------------
<S>
<C>
<C>
<C> <C>
LRII-AA
$396,059,031.78
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2A1
$1,532,710.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2A2
$500,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2A3
$408,400.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2A4
$396,110.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2A5
$211,500.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2A6
$81,600.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2A7
$240,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2A8
$349,370.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2AA
$20,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2AB
$35,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2M1
$66,680.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2M2
$24,250.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2M3
$20,210.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2M4
$20,210.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2M5
$20,210.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2M6
$20,210.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2M7
$20,210.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2M8
$20,210.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2B1
$20,210.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-T2B2
$20,210.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-ZZ
$4,055,537.38
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
LRII-P
$100.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
</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 Group T2 Mortgage Loan with the latest maturity date has
been designated
as the "latest possible maturity date" for each
Uncertificated Lower-Tier II Regular Interest.
(2)
Calculated
in accordance with the definition of "Uncertificated
Lower-Tier II REMIC Pass-Through Rate" herein.
-6-
<PAGE>
The
foregoing Lower-Tier
II REMIC structure is intended to cause all
the
cash from the Group T2 Mortgage Loans to flow through the
Upper-Tier II REMIC as
cash flow on an
Upper-Tier REMIC II
Regular Interest,
without creating any
shortfall, actual or
potential (other than
for losses), to any
Upper-Tier II
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.
-7-
<PAGE>
Upper-Tier II REMIC
As
provided herein, the
Securities
Administrator will make an election to
treat the segregated pool of assets consisting of the
Uncertificated
Lower-Tier
II Regular
Interests as a REMIC for federal income tax purposes, and such
segregated pool of
assets will be designated as the "Upper-Tier II REMIC." The
II-UR Interest
will represent the sole class of "residual
interests" in the
Upper-Tier II REMIC for purposes of the REMIC Provisions.
The
Corresponding Class of Overcollateralized Certificates that
corresponds
to each Regular
Interest listed
below (other than the Class P Upper-Tier
II
Regular Interest) represents ownership of a "regular interest" in
the Upper-Tier
II REMIC and also
represents either
(i) the right to
receive payments with
respect to the Cap Carryover Amount (as defined herein) or (ii) the obligation
to pay or the right to receive payments from the Overcollateralized
Reserve Fund
and Cap Carryover Reserve Account. The Class P Certificates
represent
ownership
of a Regular Interest in the Upper-Tier II REMIC, but do not
represent rights or
the obligations in
respect of (i) or (ii) above. The entitlement to principal,
if applicable, of the
Upper-Tier II Regular
Interest which
corresponds to its
related Class
shall be equal in amount and timing to the entitlement to
principal of such Class.
The
following table irrevocably sets forth (or describes) the
Upper-Tier II
Regular Interest
designation,
the Initial Uncertificated Balance and the
Uncertificated
Upper-Tier II REMIC
Pass-Through
Rate for each
Upper-Tier II
Regular Interest
comprising the "regular interests" in the Upper-Tier II
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 II Regular Interest.
<TABLE>
<CAPTION>
------------------------ -----------------------------
-------------------------------- --------------------------
Designation
Initial Uncertificated
Uncertificated Upper- Tier II Latest Possible Maturity
Balance
REMIC Pass-Through Rate
Date(1)
------------------------ -----------------------------
-------------------------------- --------------------------
<S> <C>
<C>
<C>
<C>
<C> <C>
T2-A-1
$153,271,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
T2-A-2
$50,000,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
T2-A-3
$40,840,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
T2-A-4
$39,611,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
T2-A-5
$21,150,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
T2-A-6
$8,160,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
T2-A-7
$24,000,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
T2-A-8
$34,937,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
T2-A-A
$2,000,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
T2-A-B
$3,500,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
T2-M-1
$6,668,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
T2-M-2
$2,425,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
T2-M-3
$2,021,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
T2-M-4
$2,021,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
-8-
<PAGE>
T2-M-5
$2,021,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
------------------------ -----------------------------
-------------------------------- --------------------------
T2-M-6
$2,021,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
------------------------ -----------------------------
-------------------------------- --------------------------
T2-M-7
$2,021,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
------------------------ -----------------------------
-------------------------------- --------------------------
T2-M-8
$2,021,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
------------------------ -----------------------------
-------------------------------- --------------------------
T2-B-1
$2,021,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
------------------------ -----------------------------
-------------------------------- --------------------------
T2-B-2
$2,021,000.00
Variable(2)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
------------------------ -----------------------------
-------------------------------- --------------------------
CE
(3)
(3)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
------------------------ -----------------------------
-------------------------------- --------------------------
P
$100.00
(4)
October 25, 2036
------------------------ -----------------------------
-------------------------------- --------------------------
</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 Group T2 Mortgage Loan with the latest maturity date has
been designated
as the "latest possible maturity date" for each
Uncertificated Upper-Tier II Regular Interest.
(2)
Interest will accrue
on these Upper-Tier II Regular Interests at a per
annum rate equal to the lesser of (i) the related Base Rate and (ii)
the Pool Cap.
(3)
Solely for REMIC
purposes, the Class CE Upper-Tier II Regular Interest
(i) will have an initial Uncertificated Balance equal to the Initial
Overcollateralization
Amount and (ii) will be entitled to 100% of the
amount distributed on the Class CE Upper-Tier II Regular
Interest.
(4)
The Class P Upper-Tier
II Regular Interest will not bear interest.
-9-
<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>
<CAPTION>
Classes
Pass-Through
Integral
Initial Class
Rate or
Multiples in
Certificate Balance
Certificate
Minimum
Excess of
or Notional Amount
Interest Rate
Denomination
Minimum
<S>
<C>
<C>
<C>
<C>
Class 1-A-R
$100
6.2500%
$100
N/A
Class 1-A-1
$70,000,000
(1)
$1,000
$1
Class 1-A-2
$10,043,000
(1)
$1,000
$1
Class 1-A-3
$80,043,000
(2)
$1,000,000
$1
Class 1-A-4
$87,663,000
6.0000%(3)
$1,000
$1
Class 1-A-5
$1,000
6.0000%
$1,000
N/A
Class 1-A-6
$1,000
6.0000%
$1,000
N/A
Class 1-A-7
$51,597,000
6.0000%
$1,000
$1
Class 1-A-8
$2,010,000
6.0000%
$1,000
$1
Class 1-A-9
$30,597,000
6.0000%
$1,000
$1
Class 1-A-10
$6,314,000
6.0000%
$1,000
$1
Class 1-A-11
$5,679,000
6.0000%
$1,000
$1
Class 1-A-12
$56,267,000
6.0000%
$1,000
$1
Class 30-IO
$13,805,701
6.0000% $1,000,000
$1
Class 30-PO
$1,687,199
(4)
$25,000
$1
Class 1-B-1
$8,026,000
6.2500%
$25,000
$1
Class 1-B-2
$1,839,000
6.2500%
$25,000
$1
Class 1-B-3
$1,003,000
6.2500%
$25,000
$1
Class 1-B-4
$669,000
6.2500%
$25,000
$1
Class 1-B-5
$502,000
6.2500%
$25,000
$1
Class 1-B-6
$501,662
6.2500%
$25,000
$1
Class T2-A-1
$153,271,000
5.8776%(5)
$1,000
$1
Class T2-A-2
$50,000,000
(6)
$1,000
$1
Class T2-A-3
$40,840,000
5.6948%(5)
$1,000
$1
Class T2-A-4
$39,611,000
5.9789%(7)
$1,000
$1
Class T2-A-5
$21,150,000
6.0363%(7)
$1,000
$1
Class T2-A-6
$8,160,000
6.2170%(7)
$1,000
$1
Class T2-A-7
$24,000,000
5.9117%(7)
$1,000
$1
Class T2-A-8
$34,937,000
5.9117%(7)
$1,000
$1
Class T2-A-A
$2,000,000
6.0605%(7)
$1,000
$1
Class T2-A-B
$3,500,000
6.0605%(7)
$1,000
$1
Class T2-M-1
$6,668,000
6.0588%(7) $25,000
$1
Class T2-M-2
$2,425,000
6.1086%(7) $25,000
$1
Class T2-M-3
$2,021,000
6.1584%(7) $25,000
$1
Class T2-M-4
$2,021,000
6.3078%(7) $25,000
$1
Class T2-M-5
$2,021,000
6.3574%(7) $25,000
$1
-10-
<PAGE>
Class T2-M-6
$2,021,000
6.4072%(7) $25,000
$1
Class T2-M-7
$2,021,000
6.9000%(7) $25,000
$1
Class T2-M-8
$2,021,000
6.9000%(7) $25,000
$1
Class T2-B-1
$2,021,000
6.9000%(7) $25,000
$1
Class T2-B-2
$2,021,000
6.9000%(7) $25,000
$1
Class CE
(8)
(8)
N/A
N/A
Class P
$100
(9)
$10
$1
</TABLE>
(1)
During the initial
Interest Accrual Period, interest will accrue on
the Class 1-A-1 and Class 1-A-2 Certificates at the rate of 5.770%
per
annum. During each
Interest Accrual Period thereafter, interest will
accrue on the Class 1-A-1 and Class 1-A-2 Certificates at a per annum
rate equal to (i)
0.450% plus (ii) One-Month LIBOR, subject to a
minimum rate of 0.450% and a maximum rate of 7.000%.
(2)
During the initial
Interest Accrual Period, interest will accrue on
the Class 1-A-3
Certificates at the rate of 1.230% per annum. During
each Interest Accrual Period thereafter, interest will accrue on the
Class 1-A-3 Certificates at a per annum rate equal to (i) 6.550%
minus
(ii) One-Month
LIBOR, subject to a minimum rate of 0.000% and a
maximum rate of 6.550%.
(3)
On or prior to the
Distribution Date in November 2011, the Class 1-A-4
Certificates will also be entitled to amounts received under the
Class
1-A-4 Yield Maintenance Agreement. During this period, the Class
1-A-4
Certificates will
receive payments on
each Distribution
Date at an
effective per annum
rate equal to one-month LIBOR (as determined
pursuant to the Class 1-A-4 Yield Maintenance Agreement) plus 0.600%,
subject to a minimum rate of 6.000% and a maximum rate of
9.500%.
(4)
The Class 30-PO
Certificates are
Principal Only Certificates and will
not be entitled to distributions in respect of interest.
(5)
The Certificate Interest Rate for these
Certificates
will be a per
annum rate
equal to the lesser of (i) the fixed interest rate
specified in this
table (the
"Pass-Through Rate")
and (ii) the Pool
Cap.
(6)
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
a margin equal to
0.05% (the
"Pass-Through Rate")
and (ii) the Pool
Cap.
(7)
The Certificate Interest Rate for these
Certificates
will be a per
annum rate
equal to the lesser of (i) the fixed interest rate
specified in this
table (the
"Pass-Through Rate")
and (ii) the Pool
Cap. The Pass-Through
Rate for these
Certificates
will increase by
0.50% per annum following the Group T2 Optional Termination
Date.
(8)
Solely for REMIC
purposes, the Class CE
Certificates will (i) have an
initial Class
Certificate Balance equal to the Initial
Overcollateralization
Amount and (ii) be entitled to 100% of the
amount distributed on the Class CE Upper-Tier II Regular
Interest.
(9)
The Class P
Certificates will not bear interest.
-11-
<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 Group T2
Mortgage
Loan (including
each Group T2 Mortgage
Loan in foreclosure
and each Group T2
Mortgage Loan for which the Mortgagor has filed for bankruptcy
after the Closing
Date) with respect to
which any portion of a Monthly Payment is, as of the Due
Date in the prior calendar month, two months or more past due and
each Group T2
Mortgage Loan relating to an REO Property.
Accretion Termination
Date: For (i) the Class 1-A-5 Certificates, the
earlier to occur of (1) the Distribution Date following the
Distribution Date on
which the Class
Certificate Balance of
the Class 1-A-4
Certificates has
been
reduced to zero and (2) the Senior Credit Support Depletion Date and (ii) the
Class 1-A-6
Certificates,
the earlier to occur
of (1) the
Distribution Date
following the Distribution Date on which the aggregate Class
Certificate Balance
of the Class 1-A-4 and Class 1-A-5 Certificates has been reduced to
zero and (2)
the Senior Credit Support Depletion 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.
Adjusted Pool Amount:
With respect to any
Distribution Date, the
Cut-off
Date Pool Principal
Balance of the Group 1
Mortgage Loans minus the sum of (i)
all amounts in respect of principal received in respect of the Group 1
Mortgage
Loans (including,
without limitation, amounts received as Monthly
Payments,
Periodic Advances, Principal Prepayments, Liquidation Proceeds and
Substitution
Adjustment Amounts)
and distributed to Holders of the Shifting Interest
Certificates on such Distribution Date and all prior Distribution
Dates and (ii)
the principal
portion
of all Realized Losses (other than Debt Service
Reductions) incurred on the Group 1 Mortgage Loans from the Cut-off
Date through
the end of the month preceding such Distribution Date.
-12-
<PAGE>
Adjusted Pool Amount
(Non-PO Portion):
With respect to any
Distribution
Date, the difference between the Adjusted Pool Amount and the Adjusted
Pool
Amount (PO Portion).
Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date,
the sum of the amount,
calculated as follows,
with respect to each Outstanding
Mortgage Loan in Loan
Group 1: the product
of (i) the PO
Percentage for
such
Group 1 Mortgage Loan and (ii) the remainder of (A) the Cut-off Date
Principal
Balance of such Group 1 Mortgage Loan minus (B) the sum of (x) all
amounts in
respect of
principal received in respect of such Group 1 Mortgage Loan
(including, without
limitation, amounts
received as Monthly Payments, Periodic
Advances,
Principal
Prepayments,
Liquidation
Proceeds and
Substitution
Adjustment Amounts)
and distributed to Holders of the Shifting Interest
Certificates on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt
Service Reduction)
incurred on such Group 1 Mortgage Loan from the Cut-off Date through
the end of
the month preceding such Distribution Date.
Advance: A Periodic Advance or a Servicing Advance.
Agreement: This
Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
Applied Realized Loss Amount: Any of a Senior Applied Realized
Loss Amount
or a Subordinated 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.
-13-
<PAGE>
BAMCC: Banc of America Mortgage Capital Corporation.
BANA: Bank
of America, National Association, a national banking
association, or its successor in interest.
BANA
Servicing Agreement: The Servicing Agreement, dated October 30, 2006,
by and between BAFC, as depositor, and BANA, as servicer.
Base
Rate: With respect to the Class T2-A-1 and Class T2-A-3
Upper-Tier II
Regular Interests,
the fixed per annum rate of the Corresponding Class of
Overcollateralized
Certificates set forth
in the Preliminary
Statement. With
respect to the Class T2-A-2 Upper-Tier II Regular Interest,
One-Month LIBOR plus
the Certificate
Margin of the Corresponding Class of Overcollateralized
Certificates. With respect to the Upper-Tier II Regular Interests
other than the
Class T2-A-1,
Class T2-A-2,
Class T2-A-3,
Class CE and Class P
Upper-Tier II
Regular Interests,
the fixed per annum rate of the Corresponding Class of
Overcollateralized
Certificates set
forth in the
Preliminary
Statement (as
provided in the
Preliminary
Statement,
such rate will
increase by 0.50%
per
annum following the Group T2 Optional Termination Date).
BBA:
As defined in Section 5.10.
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.
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.
-14-
<PAGE>
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.
Calculated Principal
Distribution:
As defined
in Section
5.04(b)(iii).
Cap
Carryover Amount: If on any Distribution Date, the Overcollateralized
Accrued Certificate Interest for any Offered Overcollateralized Certificate or
Class T2-B
Certificates is based
on the Pool Cap, the excess of (i) the amount
of interest such Class would have been entitled to receive on such
Distribution
Date based on its Pass-Through Rate without regard to the Pool Cap
over (ii) the
amount of interest such Class received on such Distribution Date based on the
Pool Cap, together
with the unpaid portion of any such excess from prior
Distribution Dates
(and interest accrued thereon at the then-applicable
Pass-Through Rate on such Class without regard to the Pool
Cap).
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 Overcollateralized
Certificates
and Class T2-B
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 2006-7."
Funds in the Cap
Carryover Reserve Account shall be held in
trust for the Holders of the Offered Overcollateralized Certificates and Class
T2-B 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.
Certificate: Any of
the Banc of America Funding Corporation Mortgage
Pass-Through
Certificates, Series
2006-7 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 2006-7." The Certificate Account shall be
deemed to consist
of seven sub-accounts;
one for each of the Loan Groups (the "Loan Group 1
Sub-Account" and
"Loan Group T2 Sub-Account"), and one for each of the
Lower-Tier II
Certificate
Sub-Account,
the Upper-Tier II Certificate
Sub-Account, the
Shifting Interest
Lower-Tier
Certificate
Sub-Account,
the
Shifting Interest Middle-Tier Certificate Sub-Account and the
Shifting Interest
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
-15-
<PAGE>
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 the Class T2 Certificates, 0.05%.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who
is the beneficial
owner of a Book-Entry Certificate. With respect to any
Definitive Certificate, the Certificateholder of such
Certificate.
Certificate Register:
The register
maintained
pursuant to Section
6.02.
Certificate Registrar:
The registrar
appointed pursuant to
Section 6.02.
Certificateholder: The
Person in whose name a Certificate is registered in
the Certificate
Register, except that, solely for the purpose of giving
any
consent pursuant to
this Agreement, any
Certificate registered
in the name of
the Depositor, the
Master Servicer or any affiliate thereof shall be deemed not
to be outstanding
and the Percentage Interest and Voting Rights evidenced
thereby shall not be
taken into account in
determining whether
the requisite
amount of Percentage
Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, unless such entity is the
registered owner of the entire Class of Certificates, provided that neither the
Securities
Administrator nor the
Trustee shall be responsible for knowing that
any Certificate
is registered in the name of an
affiliate of the Depositor or
the Master Servicer unless one of its Responsible Officers has actual knowledge
thereof.
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 1-A-R, Class 1-A-1, Class 1-A-2,
Class 1-A-3, Class
1-A-4, Class 1-A-5,
Class 1-A-6, Class
1-A-7, Class 1-A-8,
Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 30-IO,
Class 30-PO,
Class T2-A-1, Class
T2-A-2, Class T2-A-3,
Class T2-A-4,
Class T2-A-5,
Class
T2-A-6, Class T2-A-7,
Class T2-A-8,
Class T2-A-A,
Class T2-A-B, Class
1-B-1,
Class 1-B-2, Class
1-B-3, Class 1-B-4,
Class 1-B-5, Class 1-B-6, Class T2-M-1,
Class T2-M-2, Class
T2-M-3, Class T2-M-4,
Class T2-M-5,
Class T2-M-6,
Class
T2-M-7, Class
T2-M-8, Class T2-B-1, Class T2-B-2, Class CE and Class P
Certificates, as the case may be.
Class 1-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support
Depletion Date,
the amount,
if any, by which the
Class
Certificate Balance of the Class 1-A-1 Certificates would be
reduced as a result
of the allocation of any reduction pursuant to Section 5.04(b)(i)
to such Class,
without regard to the operation of Section 5.04(b)(iv).
-16-
<PAGE>
Class 1-A-3 Notional
Amount: With respect
to each Distribution
Date, an
amount equal to the
sum of the Class
Certificate Balances
of the Class 1-A-1
Certificates and the Class 1-A-2 Certificates.
Class 1-A-4 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support
Depletion Date,
the amount,
if any, by which the
Class
Certificate Balance of the Class 1-A-4 Certificates would be
reduced as a result
of the allocation of any reduction pursuant to Section 5.04(b)(i)
to such Class,
without regard to the operation of Section 5.04(b)(iv).
Class 1-A-4 Reserve Fund: The Eligible Account created and maintained by
the Securities
Administrator
pursuant to Section 3.09(j) in the name of the
Securities
Administrator, on
behalf of the Trustee,
for the benefit of the
Holders of the Class 1-A-4 Certificates and designated "Class 1-A-4 Reserve
Fund, 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 2006-7."
Amounts
on deposit in the Class 1-A-4 Reserve Fund shall not be invested. The Class
1-A-4 Reserve
Fund shall not be an asset of any REMIC formed under this
Agreement.
Class 1-A-4 Yield Maintenance Agreement: The yield maintenance agreement
between the
Securities
Administrator,
on behalf of the Trust, and the
Counterparty, which
will be for the
benefit of the Class
1-A-4
Certificates,
substantially in the
form attached
hereto as Exhibit T.
The Class 1-A-4 Yield
Maintenance Agreement
shall not be an asset
of any REMIC
formed under this
Agreement.
Class 1-A-4 Yield Maintenance Agreement Payment: For any
Distribution Date
prior to and including the Distribution Date in November 2011, the amount,
if
any, required to be
paid by the
Counterparty to the
Securities
Administrator
under the Class 1-A-4 Yield Maintenance Agreement.
Class 1-A-5 Accrual
Distribution Amount: For any Distribution Date and the
Class 1-A-5
Certificates prior to
the related Accretion
Termination Date,
an
amount with respect to
such Class equal to the sum of (i) the amount allocated
but not currently
distributable as
interest to such Class
pursuant to Section
5.02(a)(i) that is
attributable
to clause (i) of the
definition of
"Interest
Distribution
Amount," and
(ii) the amount allocated but not currently
distributable as
interest to such Class pursuant to Section 5.02(a)(i) that is
attributable to clause (ii) of the definition of "Interest
Distribution Amount."
Class 1-A-6 Accrual
Distribution Amount: For any Distribution Date and the
Class 1-A-6
Certificates prior to
the related Accretion
Termination Date,
an
amount with respect to
such Class equal to the sum of (i) the amount allocated
but not currently
distributable as
interest to such Class
pursuant to Section
5.02(a)(i) that is
attributable
to clause (i) of the
definition of
"Interest
Distribution
Amount," and
(ii) the amount allocated but not currently
distributable as
interest to such Class pursuant to Section 5.02(a)(i) that is
attributable to clause (ii) of the definition of "Interest
Distribution Amount."
Class 1-A-7 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support
Depletion Date,
the amount,
if any, by which the
Class
-17-
<PAGE>
Certificate Balance of the Class 1-A-7 Certificates would be
reduced as a result
of the allocation of any reduction pursuant to Section 5.04(b)(i)
to such Class,
without regard to the operation of Section 5.04(b)(iv).
Class 1-A-8 Loss Allocation Amount: With respect to any Distribution
Date
after the Senior
Credit Support
Depletion Date, the lesser of (a) the Class
Certificate Balance
of the Class 1-A-8 Certificates with respect to such
Distribution Date
prior to any reduction
for the Class 1-A-8
Loss Allocation
Amount and (b) the Class 1-A-7 Loss Amount with respect to such Distribution
Date.
Class 1-A-10 Loss Allocation Amount: With respect to any Distribution
Date
after the Senior
Credit Support
Depletion Date, the lesser of (a) the Class
Certificate Balance
of the Class
1-A-10 Certificates with respect to such
Distribution Date
prior to any reduction
for the Class 1-A-10 Loss Allocation
Amount and (b) the sum of the Class 1-A-1 Loss Amount and the Class 1-A-4
Loss
Amount with respect to such Distribution Date.
Class 1-A-R Certificate: The Class 1-A-R Certificate, which represents the
ownership of the II-UR
Interest, the II-LR
Interest, the SI-UR
Interest, the
SI-MR Interest and the SI-LR Interest.
Class 1-B Certificates: Class 1-B-1, Class 1-B-2, Class 1-B-3,
Class 1-B-4,
Class 1-B-5 and Class 1-B-6 Certificates.
Class 30-IO Notional
Amount: With respect
to each Distribution
Date, an
amount equal
to the product of (i) the aggregate of the Stated Principal
Balances of the Premium Mortgage Loans as of the Due Date in the
month preceding
the month of such
Distribution Date and
(ii) a fraction, (a)
the numerator of
which is equal to the weighted average of the Net Mortgage Interest
Rates of the
Premium Mortgage Loans
(based on the Stated
Principal Balances of
the Premium
Mortgage Loans
as of the Due Date in
the month preceding the month of such
Distribution Date)
minus 6.25% and (b) the denominator of which is equal to
6.00%.
Class CE Certificates:
The Class CE Certificates, which represent (i) the
corresponding
Upper-Tier II
Regular Interest for purposes of the REMIC
Provisions, (ii) the obligation to pay Cap Carryover Amounts and
(iii) the right
to receive
amounts
from
the Cap Carryover Reserve Account and the
Overcollateralized Reserve Fund.
Class CE Distributable
Amount: With respect
to any Distribution Date, the
sum of (i) the interest accrued on the Class CE Upper-Tier II
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
5.03(c)(i)(HH) and
(ii) up to any remaining Overcollateralization Release
Amounts and (iii) the amounts remaining in (A) the Cap Carryover
Reserve Account
after the distributions in Section 3.09(i) and (B) the Overcollateralized
Reserve Fund after distributions in Section 5.03(d)(i) through
(vi).
Class Certificate
Balance: With respect
to any Class of Shifting Interest
Certificates (other
than the Class 1-A-3 and Class 30-IO Certificates) and any
date of determination,
and subject to Section
5.04(b)(vi), an amount
equal to
the Initial Class
Certificate Balance of
such Class (plus, in
the case of the
-18-
<PAGE>
Class 1-A-5 and Class 1-A-6 Certificates, any Class 1-A-5 Accrual
Distribution
Amounts and Class 1-A-6 Accrual Distribution Amounts, respectively, previously
added thereto) minus (A) the sum of (i) all distributions of
principal made with
respect thereto (including in the case of a Class of Class 1-B
Certificates, any
principal otherwise
payable to such Class
of Subordinate
Certificates used to
pay any PO Deferred Amounts), (ii) all reductions in Class
Certificate
Balance
previously allocated
thereto pursuant to Section 5.04(b)(i) and (iii) in the
case of the Class 1-A-8 and Class 1-A-10 Certificates, any reduction allocated
thereto pursuant to Section 5.04(b)(iv) plus (B) the sum of (i) all
increases in
Class Certificate
Balance previously allocated thereto pursuant to Section
5.04(b)(i) and
(ii) in the case of the Class 1-A-8 and Class 1-A-10
Certificates, any
increases allocated thereto pursuant to Section 5.04(b)(iv).
The Class 1-A-3 and Class 30-IO Certificates are Interest Only
Certificates and
have no Class Certificate Balance.
With
respect to any Class of Overcollateralized Certificates (other than
the Class CE
Certificates) and any
date of determination,
and subject to the
last paragraph of Section 5.04(c), 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.
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
Lower-Tier II
Interests
over the aggregate Class Certificate Balance of the Overcollateralized
Certificates (other than the Class CE Certificates) then
outstanding.
Class Interest
Shortfall:
For any Distribution Date and each Class of
interest-bearing
Shifting Interest
Certificates, the
amount by which Shifting
Interest Accrued
Certificate
Interest for such
Class (as reduced
pursuant to
Section 5.02(c))
exceeds the amount of
interest actually
distributed on
such
Class (or, in the case of the Class 1-A-5 and Class 1-A-6
Certificates prior
to
the applicable
Accretion Termination
Date, the amount included in the Class
1-A-5 Accrual Distribution Amount or Class 1-A-6 Accrual
Distribution Amount, as
applicable,
pursuant to
clause (i) of the definition thereof, but not
distributed pursuant
to the proviso in Section 5.02(a)(i)) on such Distribution
Date pursuant to clause (i) of the definition of "Interest
Distribution Amount."
Class P Certificates: The Class P Certificates, which represent the
corresponding
Upper-Tier II
Regular Interest for purposes of the REMIC
Provisions and
are entitled to distributions in respect of their Class
Certificate Balance and certain Prepayment Charges as set forth
herein.
Class T2-B
Certificates: The
Class T2-B-1 and Class T2-B-2 Certificates.
Class T2-B-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 Overcollateralized Certificates (after taking into account
the payment of
the Overcollateralized Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Class
Certificate
Balance of the Class T2-M-1 Certificates
(after taking
into account the payment of the Class T2-M-1 Principal
-19-
<PAGE>
Distribution Amount on
such Distribution
Date), (iii) the Class Certificate
Balance of the Class T2-M-2 Certificates (after taking into
account the payment
of the Class T2-M-2 Principal Distribution Amount on such Distribution
Date),
(iv) the Class
Certificate Balance
of the Class
T2-M-3 Certificates (after
taking into
account the payment of the Class
T2-M-3 Principal Distribution
Amount on such
Distribution Date),
(v) the Class
Certificate
Balance of the
Class T2-M-4
Certificates (after
taking into account
the payment of the Class
T2-M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Class
Certificate Balance of
the Class T2-M-5 Certificates (after taking into account
the payment
of the Class T2-M-5 Principal Distribution Amount on such
Distribution Date),
(vii) the Class
Certificate
Balance of the Class
T2-M-6
Certificates (after
taking into account the payment of the Class T2-M-6
Principal Distribution
Amount on such
Distribution
Date), (viii) the Class
Certificate Balance of
the Class T2-M-7 Certificates (after taking into account
the payment
of the Class T2-M-7 Principal Distribution Amount on such
Distribution Date),
(ix) the Class
Certificate
Balance of the Class T2-M-8
Certificates (after
taking into account the payment of the Class T2-M-8
Principal Distribution
Amount on such Distribution Date) and (x) the Class
Certificate Balance of the Class T2-B-1 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 Group T2 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 Group T2 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 Group T2 Mortgage
Loans as of the
Cut-off Date.
Class T2-B-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 Overcollateralized Certificates (after taking into account
the payment of
the Overcollateralized Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Class
Certificate
Balance of the Class T2-M-1 Certificates
(after taking
into account the payment of the Class T2-M-1 Principal
Distribution Amount on
such Distribution
Date), (iii) the Class Certificate
Balance of the Class T2-M-2 Certificates (after taking into
account the payment
of the Class T2-M-2 Principal Distribution Amount on such Distribution
Date),
(iv) the Class
Certificate Balance
of the Class
T2-M-3 Certificates (after
taking into
account the payment of the Class
T2-M-3 Principal Distribution
Amount on such
Distribution Date),
(v) the Class
Certificate
Balance of the
Class T2-M-4
Certificates (after
taking into account
the payment of the Class
T2-M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Class
Certificate Balance of
the Class T2-M-5 Certificates (after taking into account
the payment
of the Class T2-M-5 Principal Distribution Amount on such
Distribution Date),
(vii) the Class
Certificate
Balance of the Class
T2-M-6
Certificates (after
taking into account the payment of the Class T2-M-6
Principal Distribution
Amount on such
Distribution
Date), (viii) the Class
Certificate Balance of
the Class T2-M-7 Certificates (after taking into account
the payment
of the Class T2-M-7 Principal Distribution Amount on such
Distribution Date),
(ix) the Class
Certificate
Balance of the Class T2-M-8
Certificates (after
taking into account the payment of the Class T2-M-8
Principal Distribution
Amount on such Distribution Date), (x) the Class
Certificate Balance of
the Class T2-B-1 Certificates (after taking into account
the payment
of the Class T2-B-1 Principal Distribution Amount on such
Distribution Date) and
(xi) the Class
Certificate Balance of
the Class T2-B-2
Certificates
immediately prior to such Distribution Date over (y) the lesser
of
(a) the product of (i) 99.30% and (ii) the aggregate Stated
Principal Balance of
the Group T2 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
Group
-20-
<PAGE>
T2 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
Group T2 Mortgage Loans as of the Cut-off Date.
Class T2-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 Overcollateralized Certificates (after taking into account
the payment of
the Overcollateralized Senior Principal Distribution Amount on such
Distribution
Date) and (ii) the Class Certificate Balance of the Class T2-M-1
Certificates
immediately prior to
such Distribution
Date over (y) the lesser of (a) the
product of (i) 90.10% and (ii) the aggregate Stated Principal Balance of the
Group T2 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 Group T2
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
Group T2 Mortgage Loans as of the Cut-off Date.
Class T2-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 Overcollateralized Certificates (after taking into account
the payment of
the Overcollateralized Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Class
Certificate
Balance of the Class T2-M-1 Certificates
(after taking
into account the payment of the Class T2-M-1 Principal
Distribution Amount on
such Distribution
Date) and (iii) the Class Certificate
Balance of the Class T2-M-2 Certificates immediately prior to such
Distribution
Date over (y) the lesser of (a) the product of (i) 91.30% and (ii)
the aggregate
Stated Principal
Balance of the Group
T2 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 Group T2 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 Group T2
Mortgage Loans as of the
Cut-off Date.
Class T2-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 Overcollateralized Certificates (after taking into account
the payment of
the Overcollateralized Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Class
Certificate
Balance of the Class T2-M-1 Certificates
(after taking
into account the payment of the Class T2-M-1 Principal
Distribution Amount on
such Distribution
Date), (iii) the Class Certificate
Balance of the Class T2-M-2 Certificates (after taking into
account the payment
of the Class T2-M-2 Principal Distribution Amount on such
Distribution Date) and
(iv) the Class Certificate Balance of the Class T2-M-3 Certificates
immediately
prior to such
Distribution Date over
(y) the lesser of (a) the product of (i)
92.30% and (ii) the aggregate Stated Principal Balance of the Group T2
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 Group T2 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 Group T2
Mortgage
Loans as of the Cut-off Date.
Class T2-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 Overcollateralized Certificates (after taking into account
the payment of
the Overcollateralized Senior Principal Distribution Amount on such
Distribution
-21-
<PAGE>
Date), (ii) the Class
Certificate
Balance of the Class T2-M-1 Certificates
(after taking
into account the payment of the Class T2-M-1 Principal
Distribution Amount on
such Distribution
Date), (iii) the Class Certificate
Balance of the Class T2-M-2 Certificates (after taking into
account the payment
of the Class T2-M-2 Principal Distribution Amount on such Distribution
Date),
(iv) the Class
Certificate Balance
of the Class
T2-M-3 Certificates (after
taking into
account the payment of the Class
T2-M-3 Principal Distribution
Amount on such Distribution Date) and (v) the Class
Certificate Balance of
the
Class T2-M-4
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 Group T2 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 Group T2 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 Group T2
Mortgage Loans as of the
Cut-off Date.
Class T2-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 Overcollateralized Certificates (after taking into account
the payment of
the Overcollateralized Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Class
Certificate
Balance of the Class T2-M-1 Certificates
(after taking
into account the payment of the Class T2-M-1 Principal
Distribution Amount on
such Distribution
Date), (iii) the Class Certificate
Balance of the Class T2-M-2 Certificates (after taking into
account the payment
of the Class T2-M-2 Principal Distribution Amount on such Distribution
Date),
(iv) the Class
Certificate Balance
of the Class
T2-M-3 Certificates (after
taking into
account the payment of the Class
T2-M-3 Principal Distribution
Amount on such
Distribution Date),
(v) the Class
Certificate
Balance of the
Class T2-M-4
Certificates (after
taking into account
the payment of the Class
T2-M-4 Principal
Distribution Amount on
such Distribution
Date) and (vi) the
Class Certificate Balance of the Class T2-M-5 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 Group T2
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 Group T2 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 Group T2 Mortgage
Loans as of the
Cut-off Date.
Class T2-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 Overcollateralized Certificates (after taking into account
the payment of
the Overcollateralized Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Class
Certificate
Balance of the Class T2-M-1 Certificates
(after taking
into account the payment of the Class T2-M-1 Principal
Distribution Amount on
such Distribution
Date), (iii) the Class Certificate
Balance of the Class T2-M-2 Certificates (after taking into
account the payment
of the Class T2-M-2 Principal Distribution Amount on such Distribution
Date),
(iv) the Class
Certificate Balance
of the Class
T2-M-3 Certificates (after
taking into
account the payment of the Class
T2-M-3 Principal Distribution
Amount on such
Distribution Date),
(v) the Class
Certificate
Balance of the
Class T2-M-4
Certificates (after
taking into account
the payment of the Class
T2-M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Class
Certificate Balance of
the Class T2-M-5 Certificates (after taking into account
the payment
of the Class T2-M-5 Principal Distribution Amount on such
Distribution Date) and
(vii) the Class Certificate Balance of the Class T2-M-6
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
-22-
<PAGE>
the Group T2 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
Group
T2 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
Group T2 Mortgage Loans as of the Cut-off Date.
Class T2-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 Overcollateralized Certificates (after taking into account
the payment of
the Overcollateralized Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Class
Certificate
Balance of the Class T2-M-1 Certificates
(after taking
into account the payment of the Class T2-M-1 Principal
Distribution Amount on
such Distribution
Date), (iii) the Class Certificate
Balance of the Class T2-M-2 Certificates (after taking into
account the payment
of the Class T2-M-2 Principal Distribution Amount on such Distribution
Date),
(iv) the Class
Certificate Balance
of the Class
T2-M-3 Certificates (after
taking into
account the payment of the Class
T2-M-3 Principal Distribution
Amount on such
Distribution Date),
(v) the Class
Certificate
Balance of the
Class T2-M-4
Certificates (after
taking into account
the payment of the Class
T2-M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Class
Certificate Balance of
the Class T2-M-5 Certificates (after taking into account
the payment
of the Class T2-M-5 Principal Distribution Amount on such
Distribution Date),
(vii) the Class
Certificate
Balance of the Class
T2-M-6
Certificates (after
taking into account the payment of the Class T2-M-6
Principal Distribution
Amount on such
Distribution Date) and
(viii) the Class
Certificate Balance of the Class T2-M-7 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 Group T2 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 Group T2 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 Group T2 Mortgage
Loans as of the
Cut-off Date.
Class T2-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 Overcollateralized Certificates (after taking into account
the payment of
the Overcollateralized Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Class
Certificate
Balance of the Class T2-M-1 Certificates
(after taking
into account the payment of the Class T2-M-1 Principal
Distribution Amount on
such Distribution
Date), (iii) the Class Certificate
Balance of the Class T2-M-2 Certificates (after taking into
account the payment
of the Class T2-M-2 Principal Distribution Amount on such Distribution
Date),
(iv) the Class
Certificate Balance
of the Class
T2-M-3 Certificates (after
taking into
account the payment of the Class
T2-M-3 Principal Distribution
Amount on such
Distribution Date),
(v) the Class
Certificate
Balance of the
Class T2-M-4
Certificates (after
taking into account
the payment of the Class
T2-M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Class
Certificate Balance of
the Class T2-M-5 Certificates (after taking into account
the payment
of the Class T2-M-5 Principal Distribution Amount on such
Distribution Date),
(vii) the Class
Certificate
Balance of the Class
T2-M-6
Certificates (after
taking into account the payment of the Class T2-M-6
Principal Distribution
Amount on such
Distribution
Date), (viii) the Class
Certificate Balance of
the Class T2-M-7 Certificates (after taking into account
the payment
of the Class T2-M-7 Principal Distribution Amount on such
Distribution Date) and
(ix) the Class
Certificate Balance of
the Class T2-M-8
Certificates
immediately prior to such Distribution Date over (y) the lesser
of
-23-
<PAGE>
(a) the product of (i) 97.30% and (ii) the aggregate Stated
Principal Balance of
the Group T2 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
Group
T2 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
Group T2 Mortgage Loans as of the Cut-off Date.
Class Unpaid Interest Shortfall: As to any Distribution Date and
each Class
of interest-bearing
Shifting Interest Certificates, the amount by which the
aggregate Class Interest Shortfalls for such Class on prior
Distribution Dates
exceeds the amount of interest actually distributed on such Class (or, in the
case of the Class 1-A-5 and Class 1-A-6 Certificates prior to the applicable
Accretion Termination
Date, the amount included in the Class 1-A-5 Accrual
Distribution Amount or Class 1-A-6 Accrual Distribution Amount, as applicable,
pursuant to clause (ii) of the definition thereof, but not distributed pursuant
to the proviso in Section 5.02(a)(i)) on such prior
Distribution Dates pursuant
to clause (ii) of the definition of "Interest Distribution
Amount."
Closing Date: October 30, 2006.
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 as
of the Due Date of
the month preceding the month of such Distribution Date and (b) the
aggregate of
the Prepayment
Interest Shortfalls on the Mortgage Loans serviced by such
Servicer resulting from Principal Prepayments on such Mortgage Loans
during the
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
-24-
<PAGE>
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an
exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans:
Any of the Mortgage Loans made in respect of a
Cooperative Apartment,
evidenced by a Mortgage Note and secured by (i) a
Security Agreement,
(ii) the related
Cooperative Stock
Certificate, (iii)
an
assignment or mortgage of the Cooperative Lease, (iv) financing statements and
(v) a stock power (or
other similar
instrument),
and ancillary thereto, a
Recognition Agreement,
each of which was
transferred and assigned to the Trust
pursuant to Section 2.01.
Cooperative
Stock: With
respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership
instrument
in the related Cooperative.
Cooperative Stock
Certificate:
With respect to a
Cooperative Loan,
the
stock certificate or other instrument evidencing the related
Cooperative Stock.
Corporate Trust
Office: With respect to the Trustee, the office of the
Trustee, which office at the date of the execution of this
instrument is located
at 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604, Attention:
Corporate Trust Services, BAFC, Series 2006-7, 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
2006-7, and for
certificate
transfer purposes is located at Sixth
Street and
Marquette Avenue,
Minneapolis,
Minnesota 55479, Attention: Corporate Trust
Services - BAFC 2006-7, 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: As to the following Uncertificated
Shifting
Interest Middle-Tier
Interests, the
corresponding Shifting Interest Upper-Tier
Interests or Shifting Interest Certificates as follows:
<TABLE>
<CAPTION>
---------------------------------------------
------------------------------------
-----------------------------------
Uncertificated Shifting Interest
Corresponding Shifting Interest Corresponding
Shifting Interest
Middle-Tier Interest
Upper-Tier Interests
Class or Classes
---------------------------------------------
------------------------------------
-----------------------------------
<S>
<C> <C>
<C> <C> <C>
<C>
<C> <C> <C>
<C>
Class MRI-1-A-1 Interest
Class 1-A-1, Class 1-A-2 and Class Class 1-A-1, Class 1-A-2
and
1-A-3 Interest
Class 1-A-3 Certificates
---------------------------------------------
------------------------------------
-----------------------------------
Class MRI-1-A-R Interest
Class 1-A-R Interest
Class 1-A-R Certificate
---------------------------------------------
------------------------------------
-----------------------------------
Class MRI-1-A-2 Interest
Class
1-A-5 Interest
Class 1-A-5 Certificates
---------------------------------------------
------------------------------------
-----------------------------------
Class MRI-1-A-3 Interest
Class 1-A-6 Interest
Class 1-A-6 Certificates
---------------------------------------------
------------------------------------
-----------------------------------
Class MRI-1-A-4 Interest
Class 1-A-4, Class 1-A-7, Class Class
1-A-4, Class 1-A-7, Class
1-A-8, Class 1-A-9, Class 1-A-10, 1-A-8, Class 1-A-9,
Class 1-A-10,
Class 1-A-11 and Class 1-A-12
Class 1-A-11 and Class 1-A-12
Interest
Certificates
---------------------------------------------
------------------------------------
-----------------------------------
-25-
<PAGE>
---------------------------------------------
------------------------------------
-----------------------------------
Class MRI-IO Interest
Class 30-IO Interest
Class 30-IO Certificates
---------------------------------------------
------------------------------------
-----------------------------------
Class MRI-PO Interest
Class 30-PO Interest
Class 30-PO Certificates
---------------------------------------------
------------------------------------
-----------------------------------
Class MRI-1-B-1 Interest
Class 1-B-1 Interest
Class 1-B-1 Certificates
---------------------------------------------
------------------------------------
-----------------------------------
Class MRI-1-B-2 Interest
Class 1-B-2 Interest
Class 1-B-2 Certificates
---------------------------------------------
------------------------------------
-----------------------------------
Class MRI-1-B-3 Interest
Class 1-B-3 Interest
Class 1-B-3 Certificates
---------------------------------------------
------------------------------------
-----------------------------------
Class MRI-1-B-4 Interest
Class 1-B-4 Interest
Class 1-B-4 Certificates
---------------------------------------------
------------------------------------
-----------------------------------
Class MRI-1-B-5 Interest
Class 1-B-5 Interest
Class 1-B-5 Certificates
---------------------------------------------
------------------------------------
-----------------------------------
Class MRI-1-B-6 Interest
Class 1-B-6 Interest
Class 1-B-6 Certificates
---------------------------------------------
------------------------------------
-----------------------------------
</TABLE>
As
to the following
Uncertificated
Lower-Tier II Regular
Interests, the
corresponding Upper-Tier II Interest or Overcollateralized Class as
follows:
<TABLE>
<CAPTION>
----------------------------------------------
-----------------------------------
-----------------------------------
Uncertificated Lower-Tier II Regular Interest Uncertificated
Upper-Tier II
Corresponding Overcollateralized
Regular Interest
Class
----------------------------------------------
-----------------------------------
-----------------------------------
<S>
<C>
<C> <C>
<C> <C>
LRII-T2A1
Class T2-A-1
Class T2-A-1 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2A2
Class T2-A-2
Class T2-A-2 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2A3
Class T2-A-3
Class T2-A-3 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2A4
Class T2-A-4
Class T2-A-4 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2A5
Class T2-A-5
Class T2-A-5 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2A6
Class T2-A-6
Class T2-A-6 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2A7
Class T2-A-7
Class T2-A-7 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2A8
Class T2-A-8
Class T2-A-8 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2AA
Class T2-A-A
Class T2-A-A Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2AB
Class T2-A-B
Class T2-A-B Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2M1
Class T2-M-1
Class T2-M-1 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2M2
Class T2-M-2
Class T2-M-2 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2M3
Class T2-M-3
Class T2-M-3 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2M4
Class T2-M-4
Class T2-M-4 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2M5
Class T2-M-5
Class T2-M-5 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2M6
Class T2-M-6
Class T2-M-6 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2M7
Class T2-M-7
Class T2-M-7 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2M8
Class T2-M-8
Class T2-M-8 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2B1
Class T2-B-1
Class T2-B-1 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-T2B2
Class T2-B-2
Class T2-B-2 Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
N/A
Class CE
Class CE Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
LRII-P
Class P
Class P Certificates
----------------------------------------------
-----------------------------------
-----------------------------------
</TABLE>
Counterparty: Bank of America, National Association.
Custodian: Initially, the Trustee and thereafter any custodian
appointed by
the Trustee pursuant
to Section
9.12. A Custodian may (but need not) be the
Trustee or any Person
directly or indirectly
controlling
or controlled by
or
under common
control of either of them. None of the Master Servicer, any
Servicer or the Depositor, or any Person directly or
indirectly controlling
or
controlled by or under
common control with any such Person may be
appointed
Custodian.
-26-
<PAGE>
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: October 1, 2006.
Cut-off Date Pool Principal Balance: For each Loan Group, the aggregate
of
the Stated Principal Balances of the Mortgage Loans in such Loan
Group as of the
Cut-off Date, which is $334,399,962.14 for Loan Group 1 and
$404,141,969.16 for
Loan Group T2.
Debt
Service Reduction: As to any Mortgage Loan and any Determination
Date,
the excess of (i) the
Monthly Payment
due on the
related Due Date under the
terms of such Mortgage
Loan over (ii) the
amount of the
monthly payment of
principal and/or
interest required to
be paid with respect to such Due Date by
the Mortgagor as established by a court of competent jurisdiction (pursuant to
an order which has become final and nonappealable) as a result of a proceeding
initiated by or against the related Mortgagor under the Bankruptcy Code, as
amended from time to
time (11 U.S.C.);
provided that no such excess shall be
considered a Debt Service Reduction so long as (a) the Servicer of
such Mortgage
Loan is pursuing an appeal of the court order giving rise to any such
modification and
(b)(1) such Mortgage
Loan is not in default
with respect to
payment due thereunder in accordance with the terms of such Mortgage
Loan as in
effect on the Cut-off
Date or (2) Monthly
Payments are being
advanced by the
applicable Servicer,
the Master
Servicer or the
Trustee, as
applicable,
in
accordance with the
terms of such Mortgage
Loan as in
effect on the
Cut-off
Date.
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).
-27-
<PAGE>
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.
Depositor: Banc of America Funding Corporation, a Delaware
corporation, or
its successor in interest, as depositor of the Trust Estate.
Depository: The
Depository Trust
Company, the nominee
of which is Cede &
Co., as the registered
Holder of the Book-Entry Certificates or any successor
thereto appointed in accordance with this Agreement. The Depository
shall at all
times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York.
Depository
Participant: A
broker, dealer, bank or other financial
institution or other
Person for whom from time to time a
Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination Date:
With respect to any Distribution Date and for each
Servicer, as defined in the applicable Servicing Agreement.
Discount Mortgage
Loan: Any Group 1 Mortgage Loan with a Net Mortgage
Interest Rate as of the Cut-off Date that is less than 6.250% per
annum.
Distribution Date:
The 25th day of each
month beginning in
November 2006
(or, if such day is not a Business Day, the next Business Day).
Due
Date: As to any Distribution Date and each Mortgage Loan, the first
day
in the calendar month of such Distribution Date.
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
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
-28-
<PAGE>
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 1-A-R, Class 1-B-4, Class
1-B-5, Class
1-B-6, Class T2-B-1, Class T2-B-2, Class CE and Class P
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.
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.
-29-
<PAGE>
Form
8-K Disclosure Information: As defined in Section 3.22(d).
Fractional Interest: As defined in Section 5.02(d).
Group 1 Mortgage Loan:
Each Mortgage Loan listed on Exhibit D-1
hereto.
Group T2 Mortgage Loans: Each Mortgage Loan listed on
Exhibit D-T2 hereto.
Group T2 Optional
Termination Date: The
first Distribution
Date on which
all of the Group T2 Mortgage Loans and all related REO Property
remaining in the
Trust Estate may be purchased pursuant to Section 10.01.
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 or Class P
Certificates, which may or may not be guaranteed by the NIMS
Insurer.
Independent: When used
with respect to any
specified Person means
such a
Person who
(i) is in fact
independent
of the Depositor, the Trustee, the
Securities
Administrator, the
Master Servicer and the Servicers, (ii) does not
have any direct financial interest or any material indirect
financial interest
in the Depositor, the Trustee, the Securities Administrator, the
Master Servicer
or the Servicers or in
an affiliate of any of them, and (iii) is not connected
with the Depositor,
the Trustee, the Securities Administrator, the Master
Servicer or the
Servicers as an officer, employee, promoter, underwriter,
trustee, partner,
director or person
performing similar
functions. When
used
with respect
to any accountants, a Person who is "independent" within the
meaning of Rule 2-01(B) of the Commission's Regulation S-X.
Initial Balance: As set forth in the Preliminary Statement.
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.
Initial Notional
Amount: As to each
Class of Interest Only
Certificates,
the Notional Amount set forth in the Preliminary Statement.
Initial Overcollateralization Amount: $1,411,869.16.
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.
-30-
<PAGE>
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
Shifting Interest
Certificates
(other than the Class
1-A-1,
Class 1-A-2,
Class 1-A-3 and Class
1-A-4 Certificates)
and interest-bearing
Overcollateralized
Certificates (other
than the Class CE and Class T2-A-2
Certificates), the period from and including the first day of the
calendar month
preceding the calendar month of such Distribution Date to but not
including the
first day of the calendar month of such Distribution Date. As to any
Distribution Date and the Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4 and
Class T2-A-2
Certificates, the
period from and including the Distribution Date
in the prior month (or the Closing Date, in the case of the first
period) to but
not including the then current Distribution Date. The Class CE
Certificates have
no Interest Accrual Period.
Interest Carry
Forward Amount: For any Class of Overcollateralized
Certificates (other
than the Class CE and Class P Certificates) and any
Distribution Date, the sum of (a) the excess, if any, of the
Overcollateralized
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 Carry Forward Amount from prior
Distribution Dates and
(c) interest on such
remaining Interest
Carry Forward
Amount referred to in
clause (b) at the
applicable
Pass-Through Rate for
the
related Interest Accrual Period.
Interest Distribution
Amount: For any
Distribution Date and each Class of
Shifting Interest
Certificates,
the sum of (i) Shifting Interest Accrued
Certificate Interest,
subject to reduction pursuant to Section 5.02(c) and (ii)
any Class Unpaid Interest Shortfall for such Class.
Interest Only Certificates: The Class 1-A-3 and Class 30-IO
Certificates.
Interest
Percentage: With respect to any Class of Offered
Overcollateralized
Certificates or Class T2-B Certificates and any Distribution
Date, the ratio (expressed as a decimal carried to six places) of the
Overcollateralized Accrued Certificate Interest for such Class to
the sum of the
Overcollateralized
Accrued Certificate
Interest for all Classes of Offered
Overcollateralized
Certificates and Class T2-B Certificates, in each case with
respect to such Distribution Date, without regard to Relief Act
Reductions.
Interest Rate: As set forth in the Preliminary Statement.
Interest Remittance
Amount: As of any
Distribution Date, the sum, without
duplication, of (i)
all interest
collected or advanced with respect to the
related Collection
Period on the Group T2 Mortgage Loans received by the
Servicers on or prior to the Determination Date for such
Distribution Date (less
the Servicing Fees for the Group T2 Mortgage Loans, certain amounts available
-31-
<PAGE>
for reimbursement
of Advances with
respect to the Group T2 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 Group T2 Mortgage
Loans, (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 Group T2
Mortgage Loans
received during the related Prepayment Period, (iv) any
Reimbursement Amounts
received with respect to the Group T2
Mortgage Loans
during the related
Prepayment Period and
(v) on the Distribution Date on which
the Group T2 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 interest.
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.
LIBOR Certificates:
Any of the Class
1-A-1, Class 1-A-2,
Class 1-A-3 and
Class T2-A-2 Certificates.
LIBOR Determination
Date: With respect to each class of Certificates whose
Pass-Through Rate or Certificate Interest Rate is based on
One-Month LIBOR, 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 T2.
Loan
Group 1: The Group 1 Mortgage Loans.
Loan
Group T2: The Group T2 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 5.11.
Lower-Tier II Certificate Sub-Account: The sub-account of the
Certificate
Account designated by the Securities Administrator pursuant to
Section 3.09(h).
-32-
<PAGE>
Lower-Tier II Corresponding Marker Interests: The Class LRII-T2A1
Interest,
Class LRII-T2A2 Interest, Class LRII-T2A3 Interest, Class LRII-T2A4 Interest,
Class LRII-T2A5 Interest, Class LRII-T2A6 Interest, Class LRII-T2A7 Interest,
Class LRII-T2A8 Interest, Class LRII-T2AA Interest, Class LRII-T2AB Interest,
Class LRII-T2M1 Interest, Class LRII-T2M2 Interest, Class LRII-T2M3 Interest,
Class LRII-T2M4 Interest, Class LRII-T2M5 Interest, Class LRII-T2M6 Interest,
Class LRII-T2M7 Interest, Class LRII-T2M8 Interest, Class LRII-T2B1
Interest and
Class LRII-T2B2 Interest.
Lower-Tier II REMIC: As defined in the Preliminary Statement, the
assets of
which consist of the Group T2 Mortgage Loans, such amounts as shall be held
in
the Lower-Tier II
Certificate
Sub-Account,
the insurance
policies, if any,
relating to a Group T2
Mortgage Loan and property which secured a Group T2
Mortgage Loan and
which has been
acquired by
foreclosure
or deed in lieu of
foreclosure. The Lower-Tier II REMIC will not include the Cap
Carryover Amounts,
the Cap Carryover
Reserve Account, the
Overcollateralized
Yield Maintenance
Agreement or the Overcollateralized Reserve Fund.
Lower-Tier II 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 Group T2 Mortgage Loans and related REO
Properties then
outstanding
and (ii) the
Uncertificated
Lower-Tier II
REMIC
Pass-Through Rate for the Class LRII-AA Interest minus the Marker
Rate, divided
by (b) 12.
Lower-Tier II
REMIC Overcollateralization Target Amount: 1.00% of the
Targeted Overcollateralization Amount.
Lower-Tier II REMIC Overcollateralized Amount: With respect to any date
of
determination, (i)
1.00% of the aggregate Uncertificated Balances of the
Uncertificated
Lower-Tier II Regular
Interests minus (ii) the aggregate of the
Uncertificated
Balances of the Lower-Tier II Corresponding Marker Interests
and
the Class LRII-P Interest, in each case as of such date of
determination.
Lower-Tier II 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 Group T2 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 Lower-Tier II
Corresponding Marker Interests, and the denominator of which is the
aggregate of
the Uncertificated
Balances of the Lower-Tier II Corresponding Marker Interests
and the Class LRII-ZZ Interest.
Marker Rate: With
respect to the Class CE Upper-Tier II Regular Interest
and any Distribution
Date, a per annum rate equal to two (2) times the weighted
average of the
Uncertificated
Lower-Tier II REMIC
Pass-Through Rates for
the
Lower-Tier II Corresponding Marker Interests and the Class LRII-ZZ
Interest, (i)
with the rate on each such Uncertificated Lower-Tier II Regular Interest
(other
than the Class LRII-ZZ Interest) subject to a cap equal to the
lesser of (a) the
Base Rate of its
Corresponding
Upper-Tier II Regular Interest and (b) the Pool
Cap for the purposes
of this calculation and (ii) with the rate on the
Class
LRII-ZZ Interest
subject to a cap of zero for the purpose of this calculation;
-33-
<PAGE>
provided, however,
that for this purpose,
calculations of the
Uncertificated
Lower-Tier II REMIC
Pass-Through Rate and
the related caps with respect to the
Class LRII-T2A2
Interest 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
2006-7."
Master Servicer
Custodial
Account
Reinvestment
Income:
For each
Distribution Date,
all income and gains
net of any losses
realized since the
preceding Distribution
Date from Permitted
Investments of funds
in the Master
Servicer Custodial Account.
Master Servicer's Certificate: The monthly report required by
Section 4.01.
Master Servicing
Officer: Any officer
of the Master Servicer involved in,
or responsible
for, the administration and master servicing of the Mortgage
Loans whose
name appears on a list of servicing officers furnished to the
Securities
Administrator and the
Trustee by the Master Servicer, as such list
may from time to time be amended.
Master Servicing
Transfer
Costs: All reasonable costs and expenses
(including attorney's
fees) incurred by the Trustee or a successor master
servicer in connection with the transfer of master servicing or
servicing from a
predecessor master
servicer, including, without limitation, any costs or
expenses associated
with the complete
transfer of all master servicing data or
servicing data and the
completion, correction
or manipulation
of such master
servicing data or
servicing data as may be required by the Trustee or successor
master servicer to correct any errors or insufficiencies in the
master servicing
data or servicing data or otherwise to enable the Trustee or a
successor master
servicer to master
service or service, as the case may be, the applicable
Mortgage Loans properly and effectively.
Maximum LRII-ZZ
Uncertificated Accrued
Interest Deferral Amount: With
respect to any
Distribution Date,
the excess of (a)
accrued interest at the
Uncertificated
Lower-Tier II REMIC
Pass-Through Rate
applicable to the
Class
LRII-ZZ Interest
for such Distribution Date on a balance equal to the
Uncertificated Balance
of the Class LRII-ZZ
Interest minus the
Lower-Tier II
REMIC
Overcollateralized
Amount, in each case for such Distribution Date, over
(b) Uncertificated
Accrued Interest on
the Lower-Tier II Corresponding Marker
Interests, each
subject to a cap equal to the lesser of (i) Base Rate of the
related Corresponding
Overcollateralized Class for the purpose of this
calculation and (ii)
the Pool Cap;
provided, however,
that for this
purpose,
calculations of the Uncertificated Lower-Tier II REMIC Pass-Through
Rate and the
related caps with
respect to Uncertificated Accrued Interest on the Class
LRII-T2A2 Interest 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.
-34-
<PAGE>
MERS: As defined in Section 2.01(b)(iii).
Mezzanine Certificates: The Class T2-M-1, Class T2-M-2, Class
T2-M-3, Class
T2-M-4, Class T2-M-5,
Class T2-M-6, Class T2-M-7 and Class T2-M-8 Certificates,
each of which
represents (i) the
corresponding
Upper-Tier II Regular Interest
for purposes of the REMIC Provisions and (ii) the right to receive the
related
Cap Carryover Amounts.
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,
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 Overcollateralized
Certificates and Class
T2-B 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
Overcollateralized
Certificates pursuant
to Section 5.03(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 5.05(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.
Mortgage Loan Purchase
Agreement:
The Mortgage Loan
Purchase
Agreement,
dated October
30, 2006, between BANA, as seller, and the Depositor, as
purchaser.
Mortgage Loan
Schedule: The list of
Mortgage Loans (as
from time to time
amended by the Master
Servicer to reflect the addition of Substitute Mortgage
Loans and the deletion of Defective Mortgage Loans pursuant to the
provisions of
this Agreement)
transferred to the Trustee as part of the Trust Estate and from
-35-
<PAGE>
time to time subject
to this Agreement,
attached hereto as Exhibit D-1 and
Exhibit D-T2
setting forth the following information with respect to each
Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) a code indicating
whether the Mortgaged
Property is
owner-occupied; (iii)
the property type for
each Mortgaged
Property; (iv) the
original months to maturity or the remaining
months to maturity from the Cut-off Date; (v) the Loan-to-Value Ratio at
origination; (vi) the
Mortgage Interest Rate; (vii) the date on which the first
Monthly Payment was
due on the Mortgage Loan, and, if such date is not the
Due
Date currently in effect, such Due Date; (viii) the stated maturity date;
(ix)
the amount of the Monthly Payment as of the Cut-off Date;
(x) the
paid-through
date; (xi) the
original principal amount of the Mortgage Loan; (xii) the
principal balance
of the Mortgage Loan as of the close of business on the
Cut-off Date, after
application
of payments of
principal due on or before the
Cut-off Date,
whether or not
collected,
and after deduction of any payments
collected of
scheduled principal due after the Cut-off Date; (xiii) a code
indicating the
purpose of the Mortgage Loan; (xiv) a code indicating the
documentation style;
(xv) a code
indicating the initial
Servicer; (xvi) the
Appraised Value;
(xvii) the closing
date of the Mortgage Loan; (xviii) a code
indicating whether the
Mortgage Loan has a Prepayment Charge; and (xix) the
Servicing Fee Rate.
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.
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 Servicing Fee Rate for such Mortgage Loan.
NIMS
Insurer: Any insurer that is guaranteeing certain payments under
notes
secured by collateral which includes all or a portion of the Class
CE or Class P
Certificates.
Non-PO Percentage: As
to any Discount Mortgage Loan, a fraction (expressed
as a percentage), the numerator of which is the Net Mortgage
Interest Rate as of
the Cut-off Date of such Discount Mortgage Loan and the denominator
of which is
6.250%. As to any
Group 1 Mortgage Loan that is not a Discount Mortgage Loan,
100%.
-36-
<PAGE>
Non-PO Principal
Amount: As to any
Distribution Date, the
sum of (i) the
sum of the applicable
Non-PO Percentage of (a) the principal
portion of each
Monthly Payment due on
each Group 1 Mortgage
Loan on the related Due Date (net
of unreimbursed
Advances and other amounts as to which the related Servicer is
entitled to be reimbursed pursuant to the applicable Servicing
Agreement),
(b)
the Stated Principal Balance, as of the date of repurchase,
of (i) each Group
1
Mortgage Loan that was
repurchased
by a Servicer
pursuant to the
applicable
Servicing Agreement as
of such Distribution
Date, (ii) each Group 1 Mortgage
Loan repurchased by the Sponsor pursuant to the Mortgage Loan
Purchase Agreement
or a Purchase
Obligation
as of such
Distribution
Date, (iii) each Group 1
Mortgage Loan repurchased by the Depositor pursuant to Section 2.04
or (iv) each
Group 1 Mortgage Loan
purchased by the Master Servicer pursuant to Section
10.01, (c) any Substitution Adjustment Amount (net of
unreimbursed Advances and
other amounts as to
which the related
Servicer is
entitled to be
reimbursed
pursuant to the applicable Servicing Agreement) in connection with a
Defective
Mortgage Loan in Loan Group 1 received during the related
Prepayment Period, (d)
any Liquidation
Proceeds other than amounts to which the
related Servicer
is
entitled to be
reimbursed
pursuant to the applicable Servicing Agreement
allocable to recoveries of principal of Group 1 Mortgage
Loans that are not
yet
Liquidated Mortgage
Loans received by a Servicer during the related Prepayment
Period, (e) with
respect to each Group 1 Mortgage Loan that became a Liquidated
Mortgage Loan during the related Prepayment Period, the amount of Liquidation
Proceeds (excluding
Excess Proceeds) allocable to principal received by a
Servicer with respect
to such Group 1 Mortgage Loan during such period and
(f)
with respect to each Group 1 Mortgage Loan, all Principal
Prepayments other than
Payahead Amounts on the Group 1 Mortgage Loans received by a
Servicer during the
related Prepayment
Period; and (ii) the Non-PO Recovery for
such Distribution
Date.
Non-PO Recovery: As to
any Distribution Date, the amount of all Recoveries
received with respect to Loan Group 1 during the related
Prepayment Period
less
the PO Recovery for such Distribution Date.
Non-Supported Interest Shortfalls: As to any Distribution Date, the
amount,
if any, by which the aggregate of Prepayment Interest Shortfalls
related to Loan
Group 1 exceeds the
aggregate Compensating
Interest for Loan
Group 1 for such
Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable
Advance: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not
been previously
reimbursed and which, in the good faith judgment of the applicable
Servicer will
not or, in the case of a proposed Advance, would not be ultimately
recoverable
from the related Mortgagor, related Liquidation Proceeds,
Insurance Proceeds or
other recoveries in respect of the related Mortgage Loan.
Notional Amount: With respect to the Class 1-A-3 Certificates and
the Class
1-A-3 Interests and any date of determination, the Class 1-A-3 Notional
Amount.
With respect to the Class 30-IO Certificates, the Class 30-IO Interests, the
Class 1-LIO
Interest
and the Class MRI-IO Interest and any date of
determination, the
Class 30-IO Notional
Amount. With respect to the Class CE
Upper-Tier II Interest and any date of determination, a notional
amount equal to
the then aggregate
Uncertificated Balances of the Uncertificated Lower-Tier II
Interests other than the Class LRII-P Interest.
-37-
<PAGE>
NYCEMA: A New York
Consolidation,
Extension and
Modification
Agreement.
Offered Certificates: The Senior, Class 1-B-1, Class 1-B-2, Class
1-B-3 and
Mezzanine Certificates.
Offered
Overcollateralized
Certificates: The
Class T2-A-1, Class T2-A-2,
Class T2-A-3, Class
T2-A-4, Class T2-A-5,
Class T2-A-6,
Class T2-A-7,
Class
T2-A-8, Class T2-A-A,
Class T2-A-B,
Class T2-M-1, Class
T2-M-2, Class T2-M-3,
Class T2-M-4,
Class T2-M-5, Class T2-M-6, Class T2-M-7 and Class T2-M-8
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 5.10.
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.
Original Fractional Interest: With respect to each of the following
Classes
of Class 1-B Certificates, the corresponding percentage described below, as
of
the Closing Date:
Class 1-B-1
1.36%
Class 1-B-2
0.80%
Class 1-B-3
0.50%
Class 1-B-4
0.30%
Class 1-B-5
0.15%
Class 1-B-6
0.00%
Original Class 1-B Certificate Balance: $12,540,662.00.
OTS:
The Office of Thrift Supervision.
Outstanding Mortgage
Loan: As to any Due Date, a Mortgage
Loan which was
not the subject of a Principal Prepayment in Full prior to such
Due Date, which
did not become a Liquidated Mortgage Loan prior to such Due Date and
which was
not purchased from the Trust prior to such Due Date pursuant to
Sections 2.02 or
2.04.
