EXHIBIT 4.1
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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 September 29, 2006
----------
Mortgage Pass-Through Certificates
Series 2006-H
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TABLE OF CONTENTS
Page
----
ARTICLE I
DEFINITIONS
Section 1.01
Defined Terms.............................................
16
Section 1.02
Interest Calculations.....................................
77
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans..............................
77
Section 2.02
Acceptance by the Trustee or Custodian of the Mortgage
Loans..................................................
82
Section 2.03
Representations, Warranties and Covenants of the Master
Servicer...............................................
87
Section 2.04
Representations and Warranties of the Depositor as to the
Mortgage Loans.........................................
88
Section 2.05
Designation of Interests in the REMICs....................
89
Section 2.06
Designation of Start-up Day...............................
90
Section 2.07
REMIC Certificate Maturity Date...........................
90
Section 2.08
Execution and Delivery of Certificates....................
90
Section 2.09
Establishment of the Trust................................
91
Section 2.10
Purpose and Powers of the Trust...........................
91
Section 2.11
Rights of the NIMS Insurer................................
91
ARTICLE III
ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS
Section 3.01
Master Servicing of the Mortgage Loans....................
92
Section 3.02
Monitoring of Servicers...................................
92
Section 3.03
Fidelity Bond; Errors and Omissions Insurance.............
94
Section 3.04
Access to Certain Documentation...........................
95
Section 3.05
Maintenance of Primary Mortgage Insurance Policy; Claims..
95
Section 3.06
Rights of the Depositor, the Securities Administrator and
the Trustee in Respect of the Master Servicer..........
96
Section 3.07
Trustee to Act as Master Servicer.........................
96
Section 3.08
Servicer Custodial Accounts and Escrow Accounts...........
96
Section 3.09
Collection of Mortgage Loan Payments; Master Servicer
Custodial Account, Investment Account, Certificate
Account, Rate Cap Carryover Reserve Account and
Interest Rate Floor Account............................
97
Section 3.10
Access to Certain Documentation and Information Regarding
the Mortgage Loans.....................................
102
-i-
Section 3.11
Permitted Withdrawals from the Certificate Account, the
Master Servicer Custodial Account and the Investment
Account................................................
102
Section 3.12
Maintenance of Hazard Insurance and Other Insurance.......
103
Section 3.13
Presentment of Claims and Collection of Proceeds..........
104
Section 3.14
Enforcement of Due-On-Sale Clauses; Assumption Agreements.
104
Section 3.15
Realization Upon Defaulted Mortgage Loans; REO Property...
104
Section 3.16
Trustee to Cooperate; Release of Mortgage Files...........
106
Section 3.17
Documents, Records and Funds in Possession of the Master
Servicer to be Held for the Trustee....................
107
Section 3.18
Master Servicer Compensation..............................
108
Section 3.19
Advances..................................................
108
Section 3.20
Annual Statement as to Compliance.........................
108
Section 3.21
Assessments of Compliance and Attestation Reports.........
109
Section 3.22
Reports to the Commission.................................
111
ARTICLE IV
MASTER SERVICER'S CERTIFICATE
Section 4.01
Master Servicer's Certificate.............................
118
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS; REMIC ADMINISTRATION
Section 5.01
Distributions.............................................
118
Section 5.02
Priorities of Distributions on the Shifting Interest
Certificates...........................................
119
Section 5.03
Priorities of Distributions on the Overcollateralized
Certificates...........................................
126
Section 5.04
Allocation of Losses......................................
139
Section 5.05
Statements to Certificateholders..........................
142
Section 5.06
Tax Returns and Reports to Certificateholders.............
149
Section 5.07
Tax Matters Person........................................
150
Section 5.08
Rights of the Tax Matters Person in Respect of the
Securities Administrator...............................
150
Section 5.09
REMIC Related Covenants...................................
150
Section 5.10
Determination of Certificate One-Month LIBOR..............
152
Section 5.11
Master Servicer, Securities Administrator and Trustee
Indemnification........................................
153
Section 5.12
Supplemental Interest Trust...............................
153
Section 5.13
Tax Treatment of Swap Payments and Swap Termination
Payments...............................................
155
ARTICLE VI
THE CERTIFICATES
Section 6.01
The Certificates..........................................
155
Section 6.02
Registration of Transfer and Exchange of Certificates.....
156
-ii-
Section 6.03
Mutilated, Destroyed, Lost or Stolen Certificates.........
161
Section 6.04
Persons Deemed Owners.....................................
161
ARTICLE VII
THE DEPOSITOR AND THE MASTER SERVICER
Section 7.01
Respective Liabilities of the Depositor and the Master
Servicer...............................................
162
Section 7.02
Merger or Consolidation of the Depositor or the Master
Servicer...............................................
162
Section 7.03
Limitation on Liability of the Depositor, the Master
Servicer and Others....................................
163
Section 7.04
Depositor and Master Servicer Not to Resign...............
163
ARTICLE VIII
DEFAULT
Section 8.01
Events of Default.........................................
164
Section 8.02
Remedies of Trustee.......................................
166
Section 8.03
Directions by Certificateholders and Duties of Trustee
During Event of Default................................
166
Section 8.04
Action upon Certain Failures of the Master Servicer and
upon Event of Default..................................
166
Section 8.05
Trustee to Act; Appointment of Successor..................
167
Section 8.06
Notification to Certificateholders........................
168
ARTICLE IX
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01
Duties of Trustee and Securities Administrator............
168
Section 9.02
Certain Matters Affecting the Trustee and the Securities
Administrator..........................................
172
Section 9.03
Neither Trustee nor Securities Administrator Liable for
Certificates or Mortgage Loans.........................
173
Section 9.04
Trustee and Securities Administrator May Own
Certificates...........................................
174
Section 9.05
Eligibility Requirements for Trustee and the Securities
Administrator..........................................
174
Section 9.06
Resignation and Removal of Trustee and the Securities
Administrator..........................................
176
Section 9.07
Successor Trustee or Securities Administrator.............
177
Section 9.08
Merger or Consolidation of Trustee or Securities
Administrator..........................................
177
Section 9.09
Appointment of Co-Trustee or Separate Trustee.............
178
Section 9.10
Authenticating Agents.....................................
179
Section 9.11
Securities Administrator's Fees and Expenses and Trustee's
Fees and Expenses......................................
180
Section 9.12
Appointment of Custodian..................................
180
Section 9.13
Paying Agents.............................................
181
Section 9.14
Limitation of Liability...................................
182
Section 9.15
Trustee or Securities Administrator May Enforce Claims
Without Possession of Certificates.....................
182
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Section 9.16
Suits for Enforcement.....................................
182
Section 9.17
Waiver of Bond Requirement................................
182
Section 9.18
Waiver of Inventory, Accounting and Appraisal
Requirement............................................
183
ARTICLE X
TERMINATION
Section 10.01
Termination upon Purchase or Liquidation of All
Mortgage Loans.........................................
183
Section 10.02
Additional Termination Requirements.......................
186
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment.................................................
186
Section 11.02
Recordation of Agreement; Counterparts....................
188
Section 11.03
Limitation on Rights of Certificateholders................
188
Section 11.04
Governing Law.............................................
189
Section 11.05
Notices...................................................
190
Section 11.06
Severability of Provisions................................
190
Section 11.07
Certificates Nonassessable and Fully Paid.................
190
Section 11.08
Access to List of Certificateholders......................
191
Section 11.09
Recharacterization........................................
191
Section 11.10
Regulation AB Compliance; Intent of the Parties;
Reasonableness.........................................
191
Section 11.11
Third Party Beneficiary...................................
192
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EXHIBITS
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-1AR
Form of Face of Class 1-A-R Certificate
Exhibit A-2A1
Form of Face of Class 2-A-1 Certificate
Exhibit A-2A2
Form of Face of Class 2-A-2 Certificate
Exhibit A-2A3
Form of Face of Class 2-A-3 Certificate
Exhibit A-2A4
Form of Face of Class 2-A-4 Certificate
Exhibit A-3A1
Form of Face of Class 3-A-1 Certificate
Exhibit A-3A2
Form of Face of Class 3-A-2 Certificate
Exhibit A-3A3
Form of Face of Class 3-A-3 Certificate
Exhibit A-3A4
Form of Face of Class 3-A-4 Certificate
Exhibit A-4A1
Form of Face of Class 4-A-1 Certificate
Exhibit A-4A2
Form of Face of Class 4-A-2 Certificate
Exhibit A-4A3
Form of Face of Class 4-A-3 Certificate
Exhibit A-4A4
Form of Face of Class 4-A-4 Certificate
Exhibit A-5A1
Form of Face of Class 5-A-1 Certificate
Exhibit A-5A2
Form of Face of Class 5-A-2 Certificate
Exhibit A-6A1
Form of Face of Class 6-A-1 Certificate
Exhibit A-6A2
Form of Face of Class 6-A-2 Certificate
Exhibit B-B1
Form of Face of Class B-1 Certificate
Exhibit B-B2
Form of Face of Class B-2 Certificate
Exhibit B-B3
Form of Face of Class B-3 Certificate
Exhibit B-B4
Form of Face of Class B-4 Certificate
Exhibit B-B5
Form of Face of Class B-5 Certificate
Exhibit B-B6
Form of Face of Class B-6 Certificate
Exhibit B-M1
Form of Face of Class M-1 Certificate
Exhibit B-M2
Form of Face of Class M-2 Certificate
Exhibit B-M3
Form of Face of Class M-3 Certificate
Exhibit B-M4
Form of Face of Class M-4 Certificate
Exhibit B-M5
Form of Face of Class M-5 Certificate
Exhibit B-M6
Form of Face of Class M-6 Certificate
Exhibit B-M7
Form of Face of Class M-7 Certificate
Exhibit B-M8
Form of Face of Class M-8 Certificate
Exhibit B-CE
Form of Face of Class CE Certificate
Exhibit B-P
Form of Face of Class P Certificate
Exhibit C
Form of Reverse of all Certificates
Exhibit D-1
Loan Group 1 Mortgage Loan Schedule
Exhibit D-2
Loan Group 2 Mortgage Loan Schedule
Exhibit D-3
Loan Group 3 Mortgage Loan Schedule
Exhibit D-4
Loan Group 4 Mortgage Loan Schedule
Exhibit D-5
Loan Group 5 Mortgage Loan Schedule
Exhibit D-6
Loan Group 6 Mortgage Loan Schedule
Exhibit E
Request for Release of Documents
Exhibit F
Form of Certification of Establishment of Account
-v-
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
Interest Rate Swap Agreement
Exhibit U
Interest Rate Cap Agreement
Exhibit V
Interest Rate Floor Agreement
-vi-
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated September 29, 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").
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the
Depositor,
the Master Servicer, the Securities Administrator and the Trustee
agree as
follows:
PRELIMINARY STATEMENT
The Depositor intends to sell pass-through certificates
(collectively, the
"Certificates"), to be issued hereunder in multiple Classes, which
in the
aggregate together with the uncertificated Class Swap-IO Interest
issued by the
Upper-Tier II REMIC, will evidence the entire beneficial ownership
interest in
the Trust Estate created hereunder. The Certificates will consist
of thirty-five
Classes of Certificates, designated as (i) the Class 1-A-1, Class
1-A-2, Class
2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 3-A-1, Class
3-A-2, Class
3-A-3, Class 3-A-4, Class 4-A-1, Class 4-A-2, Class 4-A-3, Class
4-A-4, Class
5-A-1, Class 5-A-2, Class 6-A-1 and Class 6-A-2 Certificates, (ii)
Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class M-1,
Class M 2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
Certificates, (iii) the Class CE Certificates, (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, the Middle-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.
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,
the Group 2 Mortgage Loans, the Group 3 Mortgage Loans and the
Group 4 Mortgage
Loans 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 Aggregate 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.
UNCERTIFICATED SHIFTING
INITIAL UNCERTIFICATED
INTEREST LOWER-TIER REMIC
LATEST POSSIBLE MATURITY
DESIGNATION
BALANCE
PASS-THROUGH RATE
DATE(1)
-----------
----------------------
-------------------------
------------------------
1-L
$ 56,238,064.50
Variable (2)
September 20, 2046
1-LS
$
2,531.50
Variable (2)
September 20, 2046
2-L
$347,084,322.06
Variable (2)
September 20, 2046
2-LS
$
15,619.94
Variable (2)
September 20, 2046
3-L
$100,604,163.31
Variable (2)
September 20, 2046
3-LS
$
4,527.69
Variable (2)
September 20, 2046
4-L
$139,369,943.78
Variable (2)
September 20, 2046
4-LS
$
6,272.22
Variable (2)
September 20, 2046
(1)
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date
for the Mortgage Loan with the latest maturity date has been
designated as
the "latest possible maturity date" for each Uncertificated
Shifting
Interest Lower-Tier Interest.
(2)
Calculated in accordance with the definition of "Uncertificated
Shifting
Interest Lower-Tier REMIC Pass-Through Rate" herein.
-2-
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 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.
UNCERTIFICATED SHIFTING
INITIAL UNCERTIFICATED
INTEREST MIDDLE-TIER REMIC
LATEST POSSIBLE MATURITY
DESIGNATION
BALANCE
PASS-THROUGH RATE
DATE(1)
-----------
----------------------
--------------------------
------------------------
MRI-1-A-1
$ 53,709,000
Variable(2)
September 20, 2046
MRI-1-A-R
$
100
Variable(2)
September 20, 2046
MRI-2-A-1
$115,620,000
Variable(2)
September 20, 2046
MRI-2-A-2
$215,860,000
Variable(2)
September 20, 2046
MRI-3-A-1
$ 74,108,000
Variable(2)
September 20, 2046
MRI-3-A-2
$ 21,973,000
Variable(2)
September 20, 2046
MRI-4-A-1
$102,312,000
Variable(2)
September 20, 2046
MRI-4-A-2
$ 30,792,000
Variable(2)
September 20, 2046
MRI-B-1
$ 16,084,000
Variable(2)
September 20, 2046
MRI-B-2
$
4,825,000
Variable(2)
September 20, 2046
MRI-B-3
$
2,895,000
Variable(2)
September 20, 2046
MRI-B-4
$
1,930,000
Variable(2)
September 20, 2046
MRI-B-5
$
1,609,000
Variable(2)
September 20, 2046
MRI-B-6
$
1,608,344
Variable(2)
September 20, 2046
(1)
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date
for the Mortgage Loan with the latest maturity date has been
designated as
the "latest possible maturity date" for each Uncertificated
Shifting
Interest Middle-Tier Interest.
(2)
Calculated in accordance with the definition of "Uncertificated
Shifting
Interest Middle-Tier REMIC Pass-Through Rate" herein.
-3-
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 Class Certificate
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.
INITIAL CLASS CERTIFICATE
LATEST POSSIBLE MATURITY
DESIGNATION
BALANCE OR NOTIONAL AMOUNT
INTEREST RATE
DATE (14)
-----------
--------------------------
-------------
------------------------
1-A-1
$ 51,178,000.00
(1)
September 20, 2046
1-A-2
$
2,531,000.00
(1)
September 20, 2046
1-A-R
$
100.00
(1)
September 20, 2046
2-A-1
$100,000,000.00
(2)
September 20, 2046
2-A-2
$118,702,000.00
(3)
September 20, 2046
2-A-3
$ 97,158,000.00
(4)
September 20, 2046
2-A-4
$ 15,620,000.00
(2)
September 20, 2046
3-A-1
$ 69,580,000.00
(5)
September 20, 2046
3-A-2
$ 21,973,000.00
(6)
September 20, 2046
3-A-3
$ 21,973,000.00
(7)
September 20, 2046
3-A-4
$
4,528,000.00
(5)
September 20, 2046
4-A-1
$ 96,040,000.00
(8)
September 20, 2046
4-A-2
$ 30,792,000.00
(9)
September 20, 2046
4-A-3
$ 30,792,000.00
(10)
September 20, 2046
4-A-4
$
6,272,000.00
(8)
September 20, 2046
B-1
$ 16,084,000.00
(11)
September 20, 2046
B-2
$
4,825,000.00
(11)
September 20, 2046
B-3
$
2,895,000.00
(11)
September 20, 2046
B-4
$
1,930,000.00
(11)
September 20, 2046
B-5
$
1,609,000.00
(11)
September 20, 2046
B-6
$
1,608,344.00
(11)
September 20, 2046
(1)
Interest will accrue on these Interests at a per annum rate equal
to Net
WAC of the Group 1 Mortgage Loans.
(2)
Interest will accrue on these Interests at a per annum rate equal
to the
Net WAC of the Group 2 Mortgage Loans.
(3)
For each Distribution Date occurring prior to and including the
Distribution Date in September 2011, interest will accrue on these
Interests at a per annum rate equal to the Net WAC of the Group 2
Mortgage
Loans less 0.495111%. For each Distribution Date occurring on and
after the
Distribution Date in October 2011, interest will accrue on these
Interests
at a per annum rate equal to the Net WAC of the Group 2 Mortgage
Loans.
(4)
For each Distribution Date occurring prior to and including the
Distribution Date in September 2011, interest will accrue on these
Interests at a per annum rate equal to the Net WAC of the Group 2
Mortgage
Loans plus 0.604898%. For each Distribution Date occurring on and
-4-
after the Distribution Date in October 2011, interest will accrue
on these
Interests at a per annum rate equal to the Net WAC of the Group 2
Mortgage
Loans.
(5)
Interest will accrue on these Interests at a per annum rate equal
to the
Net WAC of the Group 3 Mortgage Loans.
(6)
For each Distribution Date occurring prior to and including the
Distribution Date in September 2013, interest will accrue on these
Interests at a per annum rate equal to the Net WAC of the Group 3
Mortgage
Loans less 0.289033%. For each Distribution Date occurring on and
after the
Distribution Date in October 2013, interest will accrue on these
Interests
at a per annum rate equal to the Net WAC of the Group 3 Mortgage
Loans.
(7)
The Class 3-A-3 Interests will bear interest on their Notional
Amount. For
each Distribution Date occurring prior to and including the
Distribution
Date in September 2013, interest will accrue on the Class 3-A-3
Interests
at a per annum rate equal to 0.289033%. For each Distribution Date
occurring on and after the Distribution Date in October 2013, no
interest
will accrue on the Class 3-A-3 Interests.
(8)
Interest will accrue on these Interests at a per annum rate equal
to the
Net WAC of the Group 4 Mortgage Loans.
(9)
For each Distribution Date occurring prior to and including the
Distribution Date in September 2016, interest will accrue on these
Interests at a per annum rate equal to the Net WAC of the Group 4
Mortgage
Loans less 0.322396%. For each Distribution Date occurring on and
after the
Distribution Date in October 2016, interest will accrue on these
Interests
at a per annum rate equal to the Net WAC of the Group 4 Mortgage
Loans.
(10) The Class 4-A-3 Interests will bear interest on their Notional
Amount. For
each Distribution Date occurring prior to and including the
Distribution
Date in September 2016, interest will accrue on the Class 4-A-3
Certificates at a per annum rate equal to 0.322396%. For each
Distribution
Date occurring on and after the Distribution Date in October 2016,
no
interest will accrue on the Class 4-A-3 Certificates.
(11) Interest will accrue on these Interests at a per annum rate
equal to the
weighted average of the MRI-B-1, MRI-B-2, MRI-B-3, MRI-B-4, MRI-B-5
and
MRI-B-6 Interests.
-5-
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 5
Mortgage Loans,
the Group 6 Mortgage Loans and certain other related assets subject
to this
Agreement (but exclusive of the Supplemental Interest Trust, the
Interest Rate
Swap Agreement, the Interest Rate Cap Agreement, the Interest Rate
Floor
Agreement, the Swap Account, the Interest Rate Floor Account, the
Rate Cap
Carryover Reserve Account and the Class IO Distribution Amount) as
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.
INITIAL UNCERTIFICATED
UNCERTIFICATED LOWER-TIER II
LATEST POSSIBLE
DESIGNATIONS
BALANCE
REMIC PASS-THROUGH RATE
MATURITY DATE(1)
------------
----------------------
----------------------------
----------------
LRII-I
$60,263,629.96
Variable(2)
October 20, 2036
LRII-1-A
$24,826,153.00
Variable(2)
October 20, 2036
LRII-1-B
$24,826,153.00
Variable(2)
October 20, 2036
LRII-2-A
$21,561,064.17
Variable(2)
October 20, 2036
LRII-2-B
$21,561,064.17
Variable(2)
October 20, 2036
LRII-3-A
$21,072,469.86
Variable(2)
October 20, 2036
LRII-3-B
$21,072,469.86
Variable(2)
October 20, 2036
LRII-4-A
$20,166,353.44
Variable(2)
October 20, 2036
LRII-4-B
$20,166,353.44
Variable(2)
October 20, 2036
LRII-5-A
$18,729,965.40
Variable(2)
October 20, 2036
LRII-5-B
$18,729,965.40
Variable(2)
October 20, 2036
LRII-6-A
$18,008,832.30
Variable(2)
October 20, 2036
LRII-6-B
$18,008,832.30
Variable(2)
October 20, 2036
LRII-7-A
$17,442,429.17
Variable(2)
October 20, 2036
LRII-7-B
$17,442,429.17
Variable(2)
October 20, 2036
LRII-8-A
$16,643,744.65
Variable(2)
October 20, 2036
LRII-8-B
$16,643,744.65
Variable(2)
October 20, 2036
LRII-9-A
$16,002,911.78
Variable(2)
October 20, 2036
LRII-9-B
$16,002,911.78
Variable(2)
October 20, 2036
LRII-10-A
$15,386,744.23
Variable(2)
October 20, 2036
LRII-10-B
$15,386,744.23
Variable(2)
October 20, 2036
LRII-11-A
$14,794,292.90
Variable(2)
October 20, 2036
LRII-11-B
$14,794,292.90
Variable(2)
October 20, 2036
LRII-12-A
$14,224,645.26
Variable(2)
October 20, 2036
LRII-12-B
$14,224,645.26
Variable(2)
October 20, 2036
LRII-13-A
$13,676,923.83
Variable(2)
October 20, 2036
LRII-13-B
$13,676,923.83
Variable(2)
October 20, 2036
-6-
INITIAL UNCERTIFICATED
UNCERTIFICATED LOWER-TIER II
LATEST POSSIBLE
DESIGNATIONS
BALANCE
REMIC PASS-THROUGH RATE
MATURITY DATE(1)
------------
----------------------
----------------------------
----------------
LRII-14-A
$13,150,284.91
Variable(2)
October 20, 2036
LRII-14-B
$13,150,284.91
Variable(2)
October 20, 2036
LRII-15-A
$12,643,917.28
Variable(2)
October 20, 2036
LRII-15-B
$12,643,917.28
Variable(2)
October 20, 2036
LRII-16-A
$12,157,040.87
Variable(2)
October 20, 2036
LRII-16-B
$12,157,040.87
Variable(2)
October 20, 2036
LRII-17-A
$11,688,905.65
Variable(2)
October 20, 2036
LRII-17-B
$11,688,905.65
Variable(2)
October 20, 2036
LRII-18-A
$11,357,084.52
Variable(2)
October 20, 2036
LRII-18-B
$11,357,084.52
Variable(2)
October 20, 2036
LRII-19-A
$11,646,465.93
Variable(2)
October 20, 2036
LRII-19-B
$11,646,465.93
Variable(2)
October 20, 2036
LRII-20-A
$10,717,276.29
Variable(2)
October 20, 2036
LRII-20-B
$10,717,276.29
Variable(2)
October 20, 2036
LRII-21-A
$10,594,093.23
Variable(2)
October 20, 2036
LRII-21-B
$10,594,093.23
Variable(2)
October 20, 2036
LRII-22-A
$10,418,526.87
Variable(2)
October 20, 2036
LRII-22-B
$10,418,526.87
Variable(2)
October 20, 2036
LRII-23-A
$ 9,322,921.04
Variable(2)
October 20, 2036
LRII-23-B
$ 9,322,921.04
Variable(2)
October 20, 2036
LRII-24-A
$ 9,142,335.44
Variable(2)
October 20, 2036
LRII-24-B
$ 9,142,335.44
Variable(2)
October 20, 2036
LRII-25-A
$ 8,471,727.88
Variable(2)
October 20, 2036
LRII-25-B
$ 8,471,727.88
Variable(2)
October 20, 2036
LRII-26-A
$ 8,505,418.51
Variable(2)
October 20, 2036
LRII-26-B
$ 8,505,418.51
Variable(2)
October 20, 2036
LRII-27-A
$ 7,909,022.75
Variable(2)
October 20, 2036
LRII-27-B
$ 7,909,022.75
Variable(2)
October 20, 2036
LRII-28-A
$ 7,601,021.88
Variable(2)
October 20, 2036
LRII-28-B
$ 7,601,021.88
Variable(2)
October 20, 2036
LRII-29-A
$ 7,212,878.22
Variable(2)
October 20, 2036
LRII-29-B
$ 7,212,878.22
Variable(2)
October 20, 2036
LRII-30-A
$ 7,732,467.47
Variable(2)
October 20, 2036
LRII-30-B
$ 7,732,467.47
Variable(2)
October 20, 2036
LRII-31-A
$ 7,047,396.66
Variable(2)
October 20, 2036
LRII-31-B
$ 7,047,396.66
Variable(2)
October 20, 2036
LRII-32-A
$ 8,359,593.41
Variable(2)
October 20, 2036
LRII-32-B
$ 8,359,593.41
Variable(2)
October 20, 2036
LRII-33-A
$ 7,727,366.78
Variable(2)
October 20, 2036
LRII-33-B
$ 7,727,366.78
Variable(2)
October 20, 2036
LRII-34-A
$ 7,971,694.48
Variable(2)
October 20, 2036
LRII-34-B
$ 7,971,694.48
Variable(2)
October 20, 2036
-7-
INITIAL UNCERTIFICATED
UNCERTIFICATED LOWER-TIER II
LATEST POSSIBLE
DESIGNATIONS
BALANCE
REMIC PASS-THROUGH RATE
MATURITY DATE(1)
------------
----------------------
----------------------------
----------------
LRII-35-A
$6,225,676.28
Variable(2)
October 20, 2036
LRII-35-B
$6,225,676.28
Variable(2)
October 20, 2036
LRII-36-A
$5,153,342.48
Variable(2)
October 20, 2036
LRII-36-B
$5,153,342.48
Variable(2)
October 20, 2036
LRII-37-A
$4,954,891.10
Variable(2)
October 20, 2036
LRII-37-B
$4,954,891.10
Variable(2)
October 20, 2036
LRII-38-A
$4,764,079.07
Variable(2)
October 20, 2036
LRII-38-B
$4,764,079.07
Variable(2)
October 20, 2036
LRII-39-A
$4,580,612.44
Variable(2)
October 20, 2036
LRII-39-B
$4,580,612.44
Variable(2)
October 20, 2036
LRII-40-A
$4,414,657.26
Variable(2)
October 20, 2036
LRII-40-B
$4,414,657.26
Variable(2)
October 20, 2036
LRII-41-A
$4,245,339.33
Variable(2)
October 20, 2036
LRII-41-B
$4,245,339.33
Variable(2)
October 20, 2036
LRII-42-A
$4,100,337.68
Variable(2)
October 20, 2036
LRII-42-B
$4,100,337.68
Variable(2)
October 20, 2036
LRII-43-A
$3,912,771.10
Variable(2)
October 20, 2036
LRII-43-B
$3,912,771.10
Variable(2)
October 20, 2036
LRII-44-A
$3,762,077.46
Variable(2)
October 20, 2036
LRII-44-B
$3,762,077.46
Variable(2)
October 20, 2036
LRII-45-A
$3,630,876.76
Variable(2)
October 20, 2036
LRII-45-B
$3,630,876.76
Variable(2)
October 20, 2036
LRII-46-A
$3,477,345.37
Variable(2)
October 20, 2036
LRII-46-B
$3,477,345.37
Variable(2)
October 20, 2036
LRII-47-A
$3,343,415.07
Variable(2)
October 20, 2036
LRII-47-B
$3,343,415.07
Variable(2)
October 20, 2036
LRII-48-A
$3,255,205.18
Variable(2)
October 20, 2036
LRII-48-B
$3,255,205.18
Variable(2)
October 20, 2036
LRII-49-A
$3,111,943.23
Variable(2)
October 20, 2036
LRII-49-B
$3,111,943.23
Variable(2)
October 20, 2036
LRII-50-A
$2,981,166.10
Variable(2)
October 20, 2036
LRII-50-B
$2,981,166.10
Variable(2)
October 20, 2036
LRII-51-A
$2,920,014.32
Variable(2)
October 20, 2036
LRII-51-B
$2,920,014.32
Variable(2)
October 20, 2036
LRII-52-A
$2,847,731.33
Variable(2)
October 20, 2036
LRII-52-B
$2,847,731.33
Variable(2)
October 20, 2036
LRII-53-A
$2,891,565.57
Variable(2)
October 20, 2036
LRII-53-B
$2,891,565.57
Variable(2)
October 20, 2036
LRII-54-A
$2,537,175.06
Variable(2)
October 20, 2036
LRII-54-B
$2,537,175.06
Variable(2)
October 20, 2036
LRII-55-A
$7,476,691.79
Variable(2)
October 20, 2036
LRII-55-B
$7,476,691.79
Variable(2)
October 20, 2036
-8-
INITIAL UNCERTIFICATED
UNCERTIFICATED LOWER-TIER II
LATEST POSSIBLE
DESIGNATIONS
BALANCE
REMIC PASS-THROUGH RATE
MATURITY DATE(1)
------------
----------------------
----------------------------
----------------
LRII-56-A
$ 9,052,736.30
Variable(2)
October 20, 2036
LRII-56-B
$ 9,052,736.30
Variable(2)
October 20, 2036
LRII-57-A
$14,320,205.06
Variable(2)
October 20, 2036
LRII-57-B
$14,320,205.06
Variable(2)
October 20, 2036
LRII-58-A
$14,726,623.93
Variable(2)
October 20, 2036
LRII-58-B
$14,726,623.93
Variable(2)
October 20, 2036
LRII-59-A
$ 6,769,569.15
Variable(2)
October 20, 2036
LRII-59-B
$ 6,769,569.15
Variable(2)
October 20, 2036
LRII-60-A
$ 1,743,943.04
Variable(2)
October 20, 2036
LRII-60-B
$ 1,743,943.04
Variable(2)
October 20, 2036
LRII-61-A
$
340,519.41
Variable(2)
October 20, 2036
LRII-61-B
$
340,519.41
Variable(2)
October 20, 2036
LRII-62-A
$
327,342.23
Variable(2)
October 20, 2036
LRII-62-B
$
327,342.23
Variable(2)
October 20, 2036
LRII-63-A
$ 8,120,195.71
Variable(2)
October 20, 2036
LRII-63-B
$ 8,120,195.71
Variable(2)
October 20, 2036
(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 5 or Group 6 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.
-9-
MIDDLE-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 "Middle-Tier II
REMIC." The
II-MR Interest will represent the sole class of "residual
interests" in the
Middle-Tier II REMIC for purposes of the REMIC Provisions. The
following table
irrevocably sets forth the designation, the Uncertificated
Middle-Tier II REMIC
Pass-Through Rate, the initial Uncertificated Balance or
Uncertificated Notional
Amount and solely for purposes of satisfying Treasury Regulations
Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each
of the
Middle-Tier II Regular Interests. None of the Middle-Tier II
Regular Interests
will be certificated.
INITIAL UNCERTIFICATED
BALANCE OR UNCERTIFICATED
UNCERTIFICATED MIDDLE-TIER II
LATEST POSSIBLE
DESIGNATIONS
NOTIONAL AMOUNT
REMIC PASS-THROUGH RATE
MATURITY DATE(1)
------------
-------------------------
-----------------------------
----------------
MRII-AA
$1,183,906,314.10
Variable(2)
October 20, 2036
MRII-5-A-1
$
4,312,250.00
Variable(2)
October 20, 2036
MRII-5-A-2
$
479,140.00
Variable(2)
October 20, 2036
MRII-6-A-1
$
5,838,570.00
Variable(2)
October 20, 2036
MRII-6-A-2
$
648,720.00
Variable(2)
October 20, 2036
MRII-M-1
$
157,070.00
Variable(2)
October 20, 2036
MRII-M-2
$
132,900.00
Variable(2)
October 20, 2036
MRII-M-3
$
84,580.00
Variable(2)
October 20, 2036
MRII-M-4
$
72,490.00
Variable(2)
October 20, 2036
MRII-M-5
$
108,740.00
Variable(2)
October 20, 2036
MRII-M-6
$
60,410.00
Variable(2)
October 20, 2036
MRII-M-7
$
78,530.00
Variable(2)
October 20, 2036
MRII-M-8
$
66,450.00
Variable(2)
October 20, 2036
MRII-ZZ
$
12,121,503.35
Variable(2)
October 20, 2036
MRII-IO
(3)
Variable(2)
October 20, 2036
MRII-P
$
100.00
Variable(2)
October 20, 2036
(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 5 or Group 6 Mortgage Loan with the latest maturity
date has
been designated as the "latest possible maturity date" for each
Uncertificated Middle-Tier II Regular Interest.
(2)
Calculated in accordance with the definition of "Uncertificated
Middle-Tier
II REMIC Pass-Through Rate" herein.
(3)
The Class MRII-IO Interest will not have an Uncertificated Balance
but will
instead accrue interest on the basis of its Uncertificated Notional
Amount.
The foregoing Lower-Tier II REMIC and Middle-Tier II REMIC
structure is
intended to cause all the cash from the Group 5 Mortgage Loans and
Group 6
Mortgage Loans to flow through the Upper-Tier II REMIC as cash flow
on an
Upper-Tier REMIC II Regular Interest or the Class Swap-IO 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
shall notify error
-10-
the other parties hereto, and the parties hereto shall attempt to
resolve such
ambiguity or drafting error in accordance with Section 11.01
hereto.
-11-
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 Middle-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.
Each Class listed below represents ownership of a Regular Interest
in
Upper-Tier II REMIC and also represents (i) the right to receive
payments with
respect to the Rate Cap Carryover Amount (as defined herein) and
(ii) the
obligation to pay or the right to receive payments from the Swap
Account and
Rate Cap Carryover Reserve Account. The Class P Certificates do not
represent
rights or obligations in respect of (i) or (ii) above. The
entitlement to
principal, if applicable, of the Regular Interest which corresponds
to its
related Certificate shall be equal in amount and timing to the
entitlement to
principal of such Certificate.
The following table irrevocably sets forth (or describes) the
Upper-Tier II
Regular Interest designation, the Interest Rate, and Initial Class
Certificate
Balance, Uncertificated Notional Amount or Notional Amount 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)(111), the
"latest
possible maturity date" for each class.
INITIAL CLASS CERTIFICATE
BALANCE, UNCERTIFICATED NOTIONAL
INTEREST
AMOUNT OR NOTIONAL AMOUNT
INTEREST RATE
MATURITY DATE(6)
------------- --------------------------------
-------------
----------------
5-A-1
$431,225,000.00
(1)
October 20, 2036
5-A-2
$ 47,914,000.00
(1)
October 20, 2036
6-A-1
$583,857,000.00
(1)
October 20, 2036
6-A-2
$ 64,872,000.00
(1)
October 20, 2036
M-1
$ 15,707,000.00
(1)
October 20, 2036
M-2
$ 13,290,000.00
(1)
October 20, 2036
M-3
$
8,458,000.00
(1)
October 20, 2036
M-4
$
7,249,000.00
(1)
October 20, 2036
M-5
$ 10,874,000.00
(1)
October 20, 2036
M-6
$
6,041,000.00
(1)
October 20, 2036
M-7
$
7,853,000.00
(1)
October 20, 2036
M-8
$
6,645,000.00
(1)
October 20, 2036
CE
(2)
(2)
October 20, 2036
Class Swap-IO
(3)
(4)
October 20, 2036
P
$
100.00
(5)
October 20, 2036
(1)
Interest will accrue on these Upper-Tier II Regular Interests at a
per
annum rate equal to the least of (i) the sum of Certificate
One-Month LIBOR
plus the Certificate Margin for the related Class of Certificates,
(ii) the
applicable Rate Cap and (iii) 10.500%. For purposes of the REMIC
Provisions, with respect to each Upper-Tier II Regular Interest,
each
reference to a Rate Cap in the applicable Interest Rate shall be
deemed to
be a reference to the Upper-Tier II REMIC Net WAC Rate; therefore,
on any
Distribution Date on which the Certificate Interest Rate for the
Class of
Certificates exceeds the Upper-Tier II REMIC Net WAC Rate, interest
accruals based on such excess shall be treated as having been paid
from
Rate Cap Carryover Reserve Account or the Supplemental Interest
Trust, as
applicable. On any Distribution Date on which the Certificate
Interest Rate
on a Class of Certificates is based on the applicable Rate Cap, the
amount
of interest that would have accrued on such Class of Certificates
if the
Upper-Tier II REMIC Net WAC Rate were substituted for the
applicable Rate
Cap shall be
-12-
treated as having been paid by the related Class of Certificates to
the
Supplemental Interest Trust, all pursuant to and as further
provided in
Sections 5.12 and 5.13 herein.
(2)
Solely for REMIC purposes, the Class CE Upper-Tier II Regular
Interest (i)
will have an Initial Class Certificate Balance equal to the Initial
Overcollateralization Amount and (ii) will bear interest at its
Pass-Through Rate on the Notional Amount of the Class CE
Certificates.
(3)
The Class Swap-IO Interest will not have an Initial Class
Certificate
Balance.
(4)
For federal income tax purposes and any Distribution Date, the
Interest
Rate for the Class Swap-IO Interest shall be an amount equal to
100% of the
amounts distributable to Middle-Tier II Regular Interest MRII-IO
for such
Distribution Date.
(5)
The Class P Upper-Tier II Regular Interest will not bear interest.
(6)
Solely for purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii),
the Distribution Date in the month following the maturity date for
the
Group 5 or Group 6 Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for each Class of
Upper-Tier II Regular Interests.
-13-
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:
INTEGRAL
INITIAL CLASS
PASS-THROUGH RATE
MULTIPLES IN
CERTIFICATE BALANCE
OR CERTIFICATE
MINIMUM
EXCESS OF
CLASSES
OR NOTIONAL AMOUNT
INTEREST RATE
DENOMINATION
MINIMUM
-----------
-------------------
-----------------
------------
------------
Class 1-A-1
$ 51,178,000
(1)
$
1,000
$1
Class 1-A-2
$
2,531,000
(1)
$
1,000
$1
Class 1-A-R
$
100
(1)
$
100
N/A
Class 2-A-1
$100,000,000
(2)
$
1,000
$1
Class 2-A-2
$118,702,000
(3)
$
1,000
$1
Class 2-A-3
$ 97,158,000
(4)
$
1,000
$1
Class 2-A-4
$ 15,620,000
(2)
$
1,000
$1
Class 3-A-1
$ 69,580,000
(5)
$
1,000
$1
Class 3-A-2
$ 21,973,000
(6)
$
1,000
$1
Class 3-A-3
$ 21,973,000
(7)
$1,000,000
$1
Class 3-A-4
$
4,528,000
(5)
$
1,000
$1
Class 4-A-1
$ 96,040,000
(8)
$
1,000
$1
Class 4-A-2
$ 30,792,000
(9)
$
1,000
$1
Class 4-A-3
$ 30,792,000
(10)
$1,000,000
$1
Class 4-A-4
$ 51,178,000
(8)
$
1,000
$1
Class 5-A-1
$431,225,000
(11)
$
1,000
$1
Class 5-A-2
$ 47,914,000
(11)
$
1,000
$1
Class 6-A-1
$583,857,000
(11)
$
1,000
$1
Class 6-A-2
$ 64,872,000
(11)
$
1,000
$1
Class B-1
$ 16,084,000
(12)
$
25,000
$1
Class B-2
$
4,825,000
(12)
$
25,000
$1
Class B-3
$
2,895,000
(12)
$
25,000
$1
Class B-4
$
1,930,000
(12)
$
25,000
$1
Class B-5
$
1,609,000
(12)
$
25,000
$1
Class B-6
$
1,608,344
(12)
$
25,000
$1
Class M-1
$ 15,707,000
(11)
$
25,000
$1
Class M-2
$ 13,290,000
(11)
$
25,000
$1
Class M-3
$
8,458,000
(11)
$
25,000
$1
Class M-4
$
7,249,000
(11)
$
25,000
$1
Class M-5
$ 10,874,000
(11)
$
25,000
$1
Class M-6
$
6,041,000
(11)
$
25,000
$1
Class M-7
$
7,853,000
(11)
$
25,000
$1
Class M-8
$
6,645,000
(11)
$
25,000
$1
Class CE
(13)
(13)
N/A
N/A
Class P
$
100
(14)
N/A
N/A
-14-
(1)
Interest will accrue on these Certificates at a per annum rate
equal to the
Net WAC of the Group 1 Mortgage Loans.
(2)
Interest will accrue on these Certificates at a per annum rate
equal to the
Net WAC of the Group 2 Mortgage Loans.
(3)
For each Distribution Date occurring prior to and including the
Distribution Date in September 2011, interest will accrue on these
Certificates at a per annum rate equal to the Net WAC of the Group
2
Mortgage Loans less 0.495111%. For each Distribution Date occurring
on and
after the Distribution Date in October 2011, interest will accrue
on these
Certificates at a per annum rate equal to the Net WAC of the Group
2
Mortgage Loans.
(4)
For each Distribution Date occurring prior to and including the
Distribution Date in September 2011, interest will accrue on these
Certificates at a per annum rate equal to the Net WAC of the Group
2
Mortgage Loans plus 0.604898%. For each Distribution Date occurring
on and
after the Distribution Date in October 2011, interest will accrue
on these
Certificates at a per annum rate equal to the Net WAC of the Group
2
Mortgage Loans.
(5)
Interest will accrue on these Certificates at a per annum rate
equal to the
Net WAC of the Group 3 Mortgage Loans.
(6)
For each Distribution Date occurring prior to and including the
Distribution Date in September 2013, interest will accrue on these
Certificates at a per annum rate equal to the Net WAC of the Group
3
Mortgage Loans less 0.289033%. For each Distribution Date occurring
on and
after the Distribution Date in October 2013, interest will accrue
on these
Certificates at a per annum rate equal to the Net WAC of the Group
3
Mortgage Loans.
(7)
For each Distribution Date occurring prior to and including the
Distribution Date in September 2013, interest will accrue on these
Certificates at a per annum rate equal to 0.289033%. For each
Distribution
Date occurring on and after the Distribution Date in October 2013,
no
interest will accrue on these Certificates.
(8)
Interest will accrue on these Certificates at a per annum rate
equal to the
Net WAC of the Group 4 Mortgage Loans.
(9)
For each Distribution Date occurring prior to and including the
Distribution Date in September 2016, interest will accrue on these
Certificates at a per annum rate equal to the Net WAC of the Group
4
Mortgage Loans less 0.322396%. For each Distribution Date occurring
on and
after the Distribution Date in October 2016, interest will accrue
on these
Certificates at a per annum rate equal to the Net WAC of the Group
4
Mortgage Loans.
(10) For each Distribution Date occurring prior to and including
the
Distribution Date in September 2016, interest will accrue on these
Certificates at a per annum rate equal to 0.322396%. For each
Distribution
Date occurring on and after the Distribution Date in October 2016,
no
interest will accrue on these Certificates.
(11) Interest will accrue on these Certificates at a per annum rate
equal to the
least of (i) the sum of Certificate One-Month LIBOR plus the
applicable
Certificate Margin, (ii) the applicable Rate Cap (the lesser of (i)
and
(ii), the "Pass-Through Rate") and (iii) 10.500%.
(12) Interest will accrue on these Certificates at a per annum rate
equal to the
weighted average (based on the Group Subordinate Amount for each
Shifting
Interest Loan Group) of the Net WAC of the Shifting Interest
Mortgage
Loans.
(13) Solely for REMIC purposes, the Class CE Certificates will (i)
have an
initial Class Certificate Balance equal to the Initial
Overcollateralization Amount and (ii) will bear interest on their
Notional
Amount at their Pass-Through Rate.
(14) The Class P Certificates will not bear interest.
-15-
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 OC
Mortgage Loan
(including each OC Mortgage Loan in foreclosure and each OC
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 OC
Mortgage Loan
relating to an REO Property.
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 and
Shifting
Interest Loan Group, the Cut-off Date Pool Principal Balance of the
Mortgage
Loans of such Loan Group minus the sum of (i) all amounts in
respect of
principal received in respect of the Mortgage Loans in such Loan
Group
(including, without limitation, amounts received as Monthly
Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and
Substitution
Adjustment Amounts) and distributed to Holders of the Certificates
of the
Related Group on such Distribution Date and all prior Distribution
Dates and
(ii) the principal portion of all Realized Losses (other than Debt
Service
Reductions) incurred on the Mortgage Loans in such Loan Group from
the Cut-off
Date through the end of the month preceding such Distribution Date.
Administrative Fee Rate: With respect to each Mortgage Loan, an
amount
equal to the sum of the related Servicing Fee Rate and, in the case
of Loan
Group 5 and Loan Group 6 only, the related LPMI Premium Rate, if
any.
Administrative Fees: With respect to any Loan Group, the sum of (a)
the
related Servicing Fee and (b) with respect to any Mortgage Loan in
Loan Group 5
and Loan Group 6 covered by a LPMI Policy, a fee based on the LPMI
Premium Rate.
-16-
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 Class 5-A-2 Applied Realized
Loss
Amount, a Class 6-A-2 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.
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 September
29,
2006, by and between BAFC, as depositor, and BANA, as servicer.
BBA: As defined in Section 5.10.
Book-Entry Certificate: All Classes of Certificates other than the
Physical
Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day
on which banking institutions in the State of North Carolina, the
State of New
York, the states in which the
-17-
servicing offices of any Servicer are located, the state or states
in which the
master servicing offices of the Master Servicer are located or the
state or
states in which the Corporate Trust Offices of the Trustee and the
Securities
Administrator are located are required or authorized by law or
executive order
to be closed.
Buy-Down Account: The separate Eligible Account or Accounts created
and
maintained by a Servicer as set forth in Section 3.08.
Buy-Down Agreement: An agreement governing the application of
Buy-Down
Funds with respect to a Buy-Down Mortgage Loan.
Buy-Down Funds: Money advanced by a builder, seller or other
interested
party to reduce a Mortgagor's monthly payment during the initial
years of a
Buy-Down Mortgage Loan.
Buy-Down Mortgage Loan: Any Mortgage Loan in respect of which,
pursuant to
a Buy-Down Agreement, the monthly interest payments made by the
related
Mortgagor will be less than the scheduled monthly interest payments
on such
Mortgage Loan, with the resulting difference in interest payments
being provided
from related Buy-Down Funds.
Calculated Principal Distribution: As defined in Section
5.04(b)(iii).
Cap Provider: The Bank of New York.
Certificate: Any of the Banc of America Funding Corporation
Mortgage
Pass-Through Certificates, Series 2006-H 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-H." The Certificate Account shall be
deemed to consist
of twelve sub-accounts; one for each of the Loan Groups (the "Loan
Group 1
Sub-Account," "Loan Group 2 Sub-Account," "Loan Group 3
Sub-Account," "Loan
Group 4 Sub-Account," "Loan Group 5 Sub-Account" and "Loan Group 6
Sub-Account"), and one for each of the Lower-Tier II Certificate
Sub-Account,
the Middle-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 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.
-18-
Certificate Margin: With respect to each Class of Offered
Overcollateralized Certificates, the following percentages:
AFTER THE
ON OR PRIOR TO OC OPTIONAL
OC OPTIONAL
TERMINATION DATE
TERMINATION DATE
--------------------------
----------------
Class 5-A-1 Certificates
0.180%
0.360%
Class 5-A-2 Certificates
0.230%
0.460%
Class 6-A-1 Certificates
0.190%
0.380%
Class 6-A-2 Certificates
0.240%
0.480%
Class M-1 Certificates
0.290%
0.435%
Class M-2 Certificates
0.310%
0.465%
Class M-3 Certificates
0.320%
0.480%
Class M-4 Certificates
0.380%
0.570%
Class M-5 Certificates
0.460%
0.690%
Class M-6 Certificates
0.750%
1.125%
Class M-7 Certificates
1.250%
1.875%
Class M-8 Certificates
1.250%
1.875%
Certificate 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.
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).
-19-
CHL: Countrywide Home Loans, Inc.
Class: As to the Certificates, the Class 1-A-1, Class 1-A-2, Class
1-A-R,
Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 3-A-1,
Class 3-A-2,
Class 3-A-3, Class 3-A-4, Class 4-A-1, Class 4-A-2, Class 4-A-3,
Class 4-A-4,
Class 5-A-1, Class 5-A-2, Class 6-A-1, Class 6-A-2, Class B-1,
Class B-2, Class
B-3, Class B-4, Class B-5, Class B-6, Class M-1, Class M-2, Class
M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class CE and Class
P
Certificates, as the case may be. The Class Swap-IO Interest shall
also be
considered a class of REMIC regular interests.
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).
Class 1-A-2 Loss Allocation Amount: With respect to any
Distribution Date
after the Senior Credit Support Depletion Date, the lesser of (a)
the Class
Certificate Balance of the Class 1-A-2 Certificates with respect to
such
Distribution Date prior to any reduction for the Class 1-A-2 Loss
Allocation
Amount and (b) the Class 1-A-1 Loss Amount with respect to such
Distribution
Date.
Class 1-A-R Certificate: The Class 1-A-R Certificate, which
represent the
ownership of the II-UR Interest, the II-MR Interest, the II-LR
Interest, the
SI-UR Interest, the SI-MR Interest and the SI-LR Interest.
Class 2-A-1 Loss Amount: With respect to any Distribution Date
after the
Senior Credit Support Depletion Date, the amount, if any, by which
the Class
Certificate Balance of the Class 2-A-1 Certificates would be
reduced as a result
of the allocation of any reduction pursuant to Section 5.04(b)(i)
to such Class,
without regard to the operation of Section 5.04(b)(iv).
Class 2-A-2 Loss Amount: With respect to any Distribution Date
after the
Senior Credit Support Depletion Date, the amount, if any, by which
the Class
Certificate Balance of the Class 2-A-2 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 2-A-3 Loss Amount: With respect to any Distribution Date
after the
Senior Credit Support Depletion Date, the amount, if any, by which
the Class
Certificate Balance of the Class 2-A-3 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 2-A-4 Loss Allocation Amount: With respect to any
Distribution Date
after the Senior Credit Support Depletion Date, the lesser of (a)
the Class
Certificate Balance of the Class 2-A-4 Certificates with respect to
such
Distribution Date prior to any reduction for the Class 2-A-4 Loss
Allocation
Amount and (b) the sum of the Class 2-A-1 Loss Amount, the Class
2-A-2 Loss
Amount and the Class 2-A-3 Loss Amount with respect to such
Distribution Date.
-20-
Class 3-A-1 Loss Amount: With respect to any Distribution Date
after the
Senior Credit Support Depletion Date, the amount, if any, by which
the Class
Certificate Balance of the Class 3-A-1 Certificates would be
reduced as a result
of the allocation of any reduction pursuant to Section 5.04(b)(i)
to such Class,
without regard to the operation of Section 5.04(b)(iv).
Class 3-A-2 Loss Amount: With respect to any Distribution Date
after the
Senior Credit Support Depletion Date, the amount, if any, by which
the Class
Certificate Balance of the Class 3-A-2 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 3-A-3 Notional Amount: With respect to each Distribution Date
through
the Distribution Date in September 2013, an amount equal to the
Class
Certificate Balance of the Class 3-A-2 Certificates. With respect
to each
Distribution Date on or after October 2013, zero.
Class 3-A-4 Loss Allocation Amount: With respect to any
Distribution Date
after the Senior Credit Support Depletion Date, the lesser of (a)
the Class
Certificate Balance of the Class 3-A-4 Certificate with respect to
such
Distribution Date prior to any reduction for the Class 3-A-4 Loss
Allocation
Amount and (b) the sum of the Class 3-A-1 Loss Amount and the Class
3-A-2 Loss
Amount with respect to such Distribution Date.
Class 4-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 4-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).
Class 4-A-2 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 4-A-2 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 4-A-3 Notional Amount: With respect to each Distribution Date
through
the Distribution Date in September 2016, an amount equal to the
Class
Certificate Balance of the Class 4-A-2 Certificates. With respect
to each
Distribution Date on or after October 2016, zero.
Class 4-A-4 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 4-A-4 Certificate with respect to
such
Distribution Date prior to any reduction for the Class 4-A-4 Loss
Allocation
Amount and (b) the sum of the Class 4-A-1 Loss Amount and the Class
4-A-2 Loss
Amount with respect to such Distribution Date.
Class 5-A-2 Applied Realized Loss Amount: With respect to each
Distribution
Date on and after the Distribution Date on which the aggregate
Class Certificate
Balance of the Mezzanine Certificates is reduced to zero, the
excess, if any, of
(a) the aggregate Class Certificate Balance of the Group 5
Certificates (after
taking into account the distribution of the Principal Distribution
Amount on
such Distribution Date and any increase in Class Certificate
Balance of a Class
of Overcollateralized Certificates as a result of Recoveries) over
(b) the
-21-
aggregate Stated Principal Balance of the Group 5 Mortgage Loans as
of the last
day of the related Collection Period.
Class 6-A-2 Applied Realized Loss Amount: With respect to each
Distribution
Date on and after the Distribution Date on which the aggregate
Class Certificate
Balance of the Mezzanine Certificates is reduced to zero, the
excess, if any, of
(a) the aggregate of the Class Certificate Balances of the Group 6
Certificates
(after taking into account the distribution of the Principal
Distribution Amount
on such Distribution Date and any increase in the Class Certificate
Balance of a
Class of Overcollateralized Certificates as a result of Recoveries)
over (b) the
aggregate Stated Principal Balance of the Group 6 Mortgage Loans as
of the last
day of the related Collection Period.
Class B Certificates: Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5
and Class B-6 Certificates.
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 Rate Cap Carryover Amounts,
Swap
Termination Payments and the Class IO Distribution Amount and (iii)
the right to
receive the Class IO Distribution Amount and amounts from the Rate
Cap Carryover
Reserve Account and the Swap Account.
Class CE Distributable Amount: With respect to any Distribution
Date, the
sum of (i) the interest accrued on the Class CE Certificates at
their
Pass-Through Rate calculated on their Notional Amount less the
amount (without
duplication) of Rate Cap Carryover Amounts paid pursuant to Section
5.03(c)(i)(BB) and any Defaulted Swap Termination Payments paid
pursuant to
Section 5.03(c)(iv)(CC) and (ii) up to any remaining
Overcollateralization
Release Amounts and (iii) the amounts remaining in (A) the Rate Cap
Carryover
Reserve Account after the distributions in Section 3.09(i) and (B)
the
Supplemental Interest Trust in respect of the Swap Account after
distributions
in Section 5.03(d)(i) through (ix).
Class Certificate Balance: With respect to any Class of Shifting
Interest
Certificates (other than the Class 3-A-3 and Class 4-A-3
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 minus (A) the
sum of (i) all
distributions of principal made with respect thereto, (ii) all
reductions in
Class Certificate Balance previously allocated thereto pursuant to
Section
5.04(b)(i) and (iii) in the case of the Class 1-A-2, Class 2-A-4,
Class 3-A-4
and Class 4-A-4 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-2, Class 2-A-4, Class 3-A-4 and Class
4-A-4
Certificates, any increases allocated thereto pursuant to Section
5.04(b)(iv).
The Class 3-A-3 and Class 4-A-3 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
5.03(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.
-22-
With respect to the Class CE Certificates and any date of
determination,
and solely for federal income tax purposes, the excess, if any, of
the then
aggregate Uncertificated Balances of the Uncertificated Middle-Tier
II Interests
over the aggregate Class Certificate Balance of the
Overcollateralized
Certificates then outstanding.
With respect to any Shifting Interest Upper-Tier Interest (other
than the
Class 3-A-3 Interest and the Class 4-A-3 Interest) and any date of
determination, the Class Certificate Balance of the corresponding
Class of
Shifting Interest Certificates.
With respect to any Upper-Tier II Interest (other than the Class
Swap-IO
Interest) and any date of determination, the Class Certificate
Balance of the
corresponding Class of Overcollateralized Certificates.
Class Interest Shortfall: For any Distribution Date and each Class
of
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
on such
Distribution Date pursuant to clause (i) of the definition of
"Interest
Distribution Amount."
Class IO Distribution Amount: As defined in Section 5.12(e) hereof.
For the
purposes of clarity, the Class IO Distribution Amount for any
Distribution Date
shall equal the amount payable to the Supplemental Interest Trust
on such
Distribution Date in excess of the amount payable on the Class
Swap-IO Interest
on such Distribution Date, all as further provided in Section
5.12(e) hereof.
Class M-1 Principal Distribution Amount: As of any Distribution
Date, the
excess of (x) the sum of (i) the aggregate Class Certificate
Balance of the
Senior 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 M-1
Certificates
immediately prior to such Distribution Date over (y) the lesser of
(a) the
product of (i) 89.30% and (ii) the aggregate Stated Principal
Balance of the OC
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 OC
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 OC
Mortgage Loans
as of the Cut-off Date.
Class M-1 Realized Loss Amortization Amount: As to the Class M-1
Certificates and as of any Distribution Date, the lesser of (x) the
Unpaid
Realized Loss Amount for the Class M-1 Certificates as of such
Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over
(ii) the sum
of the amounts described in Section 5.03(c)(i)(A) through (E)
hereof, in each
case for such Distribution Date.
Class M-2 Principal Distribution Amount: As of any Distribution
Date, the
excess of (x) the sum of (i) the aggregate Class Certificate
Balance of the
Senior 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 M-1
Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount
on such Distribution Date) and (iii) the Class Certificate Balance
of the Class
M-2 Certificates immediately prior to such Distribution Date over
(y) the lesser
of (a) the product of (i) 91.50% and (ii) the aggregate Stated
Principal Balance
of the OC Mortgage Loans as of the last day of the related
Collection Period and
(b) the amount by which the aggregate Stated
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Principal Balance of the OC 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 OC Mortgage Loans as of the Cut-off Date.
Class M-2 Realized Loss Amortization Amount: As to the Class M-2
Certificates and as of any Distribution Date, the lesser of (x) the
Unpaid
Realized Loss Amount for the Class M-2 Certificates as of such
Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over
(ii) the sum
of the amounts described in Section 5.03(c)(i)(A) through (H)
hereof, in each
case for such Distribution Date.
Class M-3 Principal Distribution Amount: As of any Distribution
Date, the
excess of (x) the sum of (i) the aggregate Class Certificate
Balance of the
Senior 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 M-1
Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount
on such Distribution Date), (iii) the Class Certificate Balance of
the Class M-2
Certificates (after taking into account the payment of the Class
M-2 Principal
Distribution Amount on such Distribution Date) and (iv) the Class
Certificate
Balance of the Class M-3 Certificates immediately prior to such
Distribution
Date over (y) the lesser of (a) the product of (i) 92.90% and (ii)
the aggregate
Stated Principal Balance of the OC 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 OC 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 OC Mortgage Loans as of the Cut-off Date.
Class M-3 Realized Loss Amortization Amount: As to the Class M-3
Certificates and as of any Distribution Date, the lesser of (x) the
Unpaid
Realized Loss Amount for the Class M-3 Certificates as of such
Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over
(ii) the sum
of the amounts described in Section 5.03(c)(i)(A) through (K)
hereof, in each
case for such Distribution Date.
Class M-4 Principal Distribution Amount: As of any Distribution
Date, the
excess of (x) the sum of (i) the aggregate Class Certificate
Balance of the
Senior 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 M-1
Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount
on such Distribution Date), (iii) the Class Certificate Balance of
the Class M-2
Certificates (after taking into account the payment of the Class
M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Class
Certificate
Balance of the Class M-3 Certificates (after taking into account
the payment of
the Class M-3 Principal Distribution Amount on such Distribution
Date) and (v)
the Class Certificate Balance of the Class M-4 Certificates
immediately prior to
such Distribution Date over (y) the lesser of (a) the product of
(i) 94.10% and
(ii) the aggregate Stated Principal Balance of the OC 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 OC 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 OC Mortgage Loans as of
the Cut-off
Date.
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Class M-4 Realized Loss Amortization Amount: As to the Class M-4
Certificates and as of any Distribution Date, the lesser of (x) the
Unpaid
Realized Loss Amount for the Class M-4 Certificates as of such
Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over
(ii) the sum
of the amounts described in Section 5.03(c)(i)(A) through (N)
hereof, in each
case for such Distribution Date.
Class M-5 Principal Distribution Amount: As of any Distribution
Date, the
excess of (x) the sum of (i) the aggregate Class Certificate
Balance of the
Senior 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 M-1
Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount
on such Distribution Date), (iii) the Class Certificate Balance of
the Class M-2
Certificates (after taking into account the payment of the Class
M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Class
Certificate
Balance of the Class M-3 Certificates (after taking into account
the payment of
the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the
Class Certificate Balance of the Class M-4 Certificates (after
taking into
account the payment of the Class M-4 Principal Distribution Amount
on such
Distribution Date) and (vi) the Class Certificate Balance of the
Class M-5
Certificates immediately prior to such Distribution Date over (y)
the lesser of
(a) the product of (i) 95.90% and (ii) the aggregate Stated
Principal Balance of
the OC 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 OC
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 OC
Mortgage Loans as of the Cut-off Date.
Class M-5 Realized Loss Amortization Amount: As to the Class M-5
Certificates and as of any Distribution Date, the lesser of (x) the
Unpaid
Realized Loss Amount for the Class M-5 Certificates as of such
Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over
(ii) the sum
of the amounts described in Section 5.03(c)(i)(A) through (Q)
hereof, in each
case for such Distribution Date.
Class M-6 Principal Distribution Amount: As of any Distribution
Date, the
excess of (x) the sum of (i) the aggregate Class Certificate
Balance of the
Senior 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 M-1
Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount
on such Distribution Date), (iii) the Class Certificate Balance of
the Class M-2
Certificates (after taking into account the payment of the Class
M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Class
Certificate
Balance of the Class M-3 Certificates (after taking into account
the payment of
the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the
Class Certificate Balance of the Class M-4 Certificates (after
taking into
account the payment of the Class M-4 Principal Distribution Amount
on such
Distribution Date), (vi) the Class Certificate Balance of the Class
M-5
Certificates (after taking into account the payment of the Class
M-5 Principal
Distribution Amount on such Distribution Date) and (vii) the Class
Certificate
Balance of the Class M-6 Certificates immediately prior to such
Distribution
Date over (y) the lesser of (a) the product of (i) 96.90% and (ii)
the aggregate
Stated Principal Balance of the OC Mortgage Loans as of the
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last day of the related Collection Period and (b) the amount by
which the
aggregate Stated Principal Balance of the OC 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 OC Mortgage Loans as of
the Cut-off
Date.
Class M-6 Realized Loss Amortization Amount: As to the Class M-6
Certificates and as of any Distribution Date, the lesser of (x) the
Unpaid
Realized Loss Amount for the Class M-6 Certificates as of such
Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over
(ii) the sum
of the amounts described in Section 5.03(c)(i)(A) through (T)
hereof, in each
case for such Distribution Date.
Class M-7 Principal Distribution Amount: As of any Distribution
Date, the
excess of (x) the sum of (i) the aggregate Class Certificate
Balance of the
Senior 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 M-1
Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount
on such Distribution Date), (iii) the Class Certificate Balance of
the Class M-2
Certificates (after taking into account the payment of the Class
M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Class
Certificate
Balance of the Class M-3 Certificates (after taking into account
the payment of
the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the
Class Certificate Balance of the Class M-4 Certificates (after
taking into
account the payment of the Class M-4 Principal Distribution Amount
on such
Distribution Date), (vi) the Class Certificate Balance of the Class
M-5
Certificates (after taking into account the payment of the Class
M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Class
Certificate
Balance of the Class M-6 Certificates (after taking into account
the payment of
the Class M-6 Principal Distribution Amount on such Distribution
Date) and
(viii) the Class Certificate Balance of the Class M-7 Certificates
immediately
prior to such Distribution Date over (y) the lesser of (a) the
product of (i)
98.20% and (ii) the aggregate Stated Principal Balance of the OC
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 OC 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 OC Mortgage Loans as
of the
Cut-off Date.
Class M-7 Realized Loss Amortization Amount: As to the Class M-7
Certificates and as of any Distribution Date, the lesser of (x) the
Unpaid
Realized Loss Amount for the Class M-7 Certificates as of such
Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over
(ii) the sum
of the amounts described in Section 5.03(c)(i)(A) through (W)
hereof, in each
case for such Distribution Date.
Class M-8 Principal Distribution Amount: As of any Distribution
Date, the
excess of (x) the sum of (i) the aggregate Class Certificate
Balance of the
Senior 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 M-1
Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount
on such Distribution Date), (iii) the Class Certificate Balance of
the Class M-2
Certificates (after taking into account the payment of the Class
M-2 Principal
Distribution
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Amount on such Distribution Date), (iv) the Class Certificate
Balance of the
Class M-3 Certificates (after taking into account the payment of
the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the
Class
Certificate Balance of the Class M-4 Certificates (after taking
into account the
payment of the Class M-4 Principal Distribution Amount on such
Distribution
Date), (vi) the Class Certificate Balance of the Class M-5
Certificates (after
taking into account the payment of the Class M-5 Principal
Distribution Amount
on such Distribution Date), (vii) the Class Certificate Balance of
the Class M-6
Certificates (after taking into account the payment of the Class
M-6 Principal
Distribution Amount on such Distribution Date), (viii) the Class
Certificate
Balance of the Class M-7 Certificates (after taking into account
the payment of
the Class M-7 Principal Distribution Amount on such Distribution
Date) and (ix)
the Class Certificate Balance of the Class M-8 Certificates
immediately prior to
such Distribution Date over (y) the lesser of (a) the product of
(i) 99.30% and
(ii) the aggregate Stated Principal Balance of the OC 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 OC 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 OC Mortgage Loans as of
the Cut-off
Date.
Class M-8 Realized Loss Amortization Amount: As to the Class M-8
Certificates and as of any Distribution Date, the lesser of (x) the
Unpaid
Realized Loss Amount for the Class M-8 Certificates as of such
Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over
(ii) the sum
of the amounts described in Section 5.03(c)(i)(A) through (Z)
hereof, in each
case for such Distribution Date.
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 Swap-IO Interest: An uncertificated interest representing the
right
to distributions as set forth herein and evidencing an Upper-Tier
II Regular
Interest for purposes of the REMIC Provisions.
Class Unpaid Interest Shortfall: As to any Distribution Date and
each Class
of Shifting Interest Certificates, the amount by which the
aggregate Class
Interest Shortfalls for such Class on prior Distribution Dates
exceeds the
amount of interest actually distributed on such Class on such prior
Distribution
Dates pursuant to clause (ii) of the definition of "Interest
Distribution
Amount."
Closing Date: September 29, 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.
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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 plus, in
the case of
Opteum, any Prepayment Interest Excess for such Distribution Date
and (b) the
aggregate of the Prepayment Interest Shortfalls on the Mortgage
Loans serviced
by such Servicer resulting from Principal Prepayments on such
Mortgage Loans
during the related Prepayment Period; provided, however,
Compensating Interest
payable for any month by BANA will be limited to one-twelfth of
0.2500% of the
aggregate Stated Principal Balance of the Mortgage Loans serviced
by BANA,
calculated as of the Due Date of the month preceding the month of
such
Distribution Date.
Compliance Statement: As defined in Section 3.20.
Cooperative: A private, cooperative housing corporation which owns
or
leases land and all or part of a building or buildings, including
apartments,
spaces used for commercial purposes and common areas therein and
whose board of
directors authorizes, among other things, the sale of Cooperative
Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned
or leased by a Cooperative, which unit the Mortgagor has an
exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the
proprietary
lease or occupancy agreement with respect to the Cooperative
Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock,
which lease or
agreement confers an exclusive right to the holder of such
Cooperative Stock to
occupy such apartment.
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-H, 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
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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-H, and for
certificate transfer
purposes is located at Sixth Street and Marquette Avenue,
Minneapolis, Minnesota
55479, Attention: Corporate Trust Services - BAFC 2006-H, 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 Shifting Interest Upper-Tier Class or Classes: As to
the
following Uncertificated Shifting Interest Middle-Tier Interests,
the
Corresponding Shifting Interest Upper-Tier Class or Classes as
follows:
UNCERTIFICATED SHIFTING
CORRESPONDING SHIFTING INTEREST
INTEREST MIDDLE-TIER INTEREST
UPPER-TIER CLASS OR CLASSES
-----------------------------
----------------------------------------
Class MRI-1-A-1 Interest
Class 1-A-1 and Class 1-A-2 Certificates
Class MRI-1-A-R Interest
Class 1-A-R Certificate
Class MRI-2-A-1 Interest
Class 2-A-1 and Class 2-A-4 Certificates
Class MRI-2-A-2 Interest
Class 2-A-2 and Class 2-A-3 Certificates
Class MRI-3-A-1 Interest
Class 3-A-1 and Class 3-A-4 Certificates
Class MRI-3-A-2 Interest
Class 3-A-2 and Class 3-A-3 Certificates
Class MRI-4-A-1 Interest
Class 4-A-1 and Class 4-A-4 Certificates
Class MRI-4-A-2 Interest
Class 4-A-2 and Class 4-A-3 Certificates
Class MRI-B-1
Interest
Class B-1 Certificates
Class MRI-B-2 Interest
Class B-2 Certificates
Class MRI-B-3 Interest
Class B-3 Certificates
Class MRI-B-4 Interest
Class B-4 Certificates
Class MRI-B-5 Interest
Class B-5 Certificates
Class MRI-B-6 Interest
Class B-6 Certificates
Corresponding Upper-Tier II Class or Classes: As to the following
Uncertificated Middle-Tier II Regular Interests, the Corresponding
Upper-Tier II
Class or Classes as follows:
UNCERTIFICATED MIDDLE-TIER II
CORRESPONDING UPPER-TIER II INTEREST OR
REGULAR INTEREST
OVERCOLLATERALIZED CERTIFICATE
-----------------------------
----------------------------------------
MRII-5-A-1
Class 5-A-1
MRII-5-A-2
Class 5-A-2
MRII-6-A-1
Class 6-A-1
MRII-6-A-2
Class 6-A-2
MRII-M-1
Class M-1
MRII-M-2
Class M-2
MRII-M-3
Class M-3
MRII-M-4
Class M-4
MRII-M-5
Class M-5
MRII-M-6
Class M-6
MRII-M-7
Class M-7
MRII-M-8
Class M-8
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UNCERTIFICATED MIDDLE-TIER II
CORRESPONDING UPPER-TIER II INTEREST OR
REGULAR INTEREST
OVERCOLLATERALIZED CERTIFICATE
-----------------------------
----------------------------------------
MRII-P
Class P
MRII-IO
Swap-IO Interest
Countrywide: Countrywide Home Loans Servicing LP, in its capacity
as
servicer under the Countrywide Servicing Agreement.
Countrywide Servicing Agreement: Collectively, (i) the Master
Mortgage Loan
Purchase and Servicing Agreement, dated as of April 1, 2003, by and
between BANA
(as successor in interest to BAMCC) and CHL, (ii) that certain
Amendment No. 1,
dated as of July 1, 2003, by and among BAMCC, CHL and BANA, (iii)
that certain
Amendment No. 2, dated as of September 1, 2004, by and among BAMCC,
CHL and
BANA, (iv) that certain Amendment Reg. AB to the Master Mortgage
Loan Purchase
and Servicing Agreement, dated as of January 1, 2006, by and
between CHL and
BANA, (v) certain Purchase Confirmations (BA2005-0503 and
BA2005-0504), each
dated October 25, 2005, by and between BANA and CHL, (vi) that
certain Purchase
Confirmation, dated November 22, 2005, by and between the BANA and
CHL, (vii)
that certain Purchase Confirmation, dated December 28, 2005, by and
between the
BANA and CHL, (viii) certain Purchase Confirmations (BA2006-0137
and
BA2006-0139), each dated March 30, 2006, by and between BANA and
CHL and (ix)
the Assignment, Assumption and Recognition Agreement, dated
September 29, 2006,
by and among BANA, the Depositor, the Trustee, the Master Servicer,
Countrywide
and CHL.
Custodian: Initially, the Trustee and thereafter any custodian
appointed by
the Trustee pursuant to Section 9.12. A Custodian may (but need
not) be the
Trustee or any Person directly or indirectly controlling or
controlled by or
under common control of either of them. None of the Master
Servicer, any
Servicer or the Depositor, or any Person directly or indirectly
controlling or
controlled by or under common control with any such Person may be
appointed
Custodian.
Customary Servicing Procedures: With respect to (i) any Servicer,
procedures (including collection procedures) that a Servicer
customarily employs
and exercises in servicing and administering mortgage loans for its
own account
and which are in accordance with accepted mortgage servicing
practices of
prudent lending institutions servicing mortgage loans of the same
type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties
are located and (ii) the Master Servicer, those master servicing
procedures that
constitute customary and usual standards of practice of prudent
mortgage loan
master servicers.
Cut-off Date: September 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 $56,240,595.78 for Loan Group 1,
$347,099,942.00 for Loan
Group 2, $100,608,691.02 for Loan Group 3, $139,376,215.51 for Loan
Group 4,
$513,272,401.64 for Loan Group 5 and $694,795,265.81 for Loan Group
6.
-30-
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.
Defaulted Swap Termination Payment: Any Swap Termination Payment
required
to be paid by the Supplemental Interest Trust to the Swap Provider
pursuant to
the Interest Rate Swap Agreement as a result of an Event of Default
(as defined
in the Interest Rate Swap Agreement) with respect to which the Swap
Provider is
the defaulting party or a Termination Event (including a Downgrade
Termination
Event) under the Interest Rate Swap Agreement (other than
Illegality or a Tax
Event that is not a Tax Event Upon Merger (each as defined in the
Interest Rate
Swap Agreement)) with respect to which the Swap Provider is the
sole Affected
Party (as defined in the Interest Rate Swap Agreement).
Defective Mortgage Loan: Any Mortgage Loan which is required to be
cured,
repurchased or substituted for pursuant to Sections 2.02 or 2.04.
Deficient Valuation: As to any Mortgage Loan and any Determination
Date,
the excess of (i) the then outstanding indebtedness under such
Mortgage Loan
over (ii) the secured valuation thereof established by a court of
competent
jurisdiction (pursuant to an order which has become final and
nonappealable) as
a result of a proceeding initiated by or against the related
Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant
to which
such Mortgagor retained such Mortgaged Property; provided that no
such excess
shall be considered a Deficient Valuation so long as (a) the
applicable Servicer
is pursuing an appeal of the court order giving rise to any such
modification
and (b)(1) such Mortgage Loan is not in default with respect to
payments due
thereunder in accordance with the terms of such Mortgage Loan as in
effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the
applicable
Servicer, the Master Servicer or the Trustee, as applicable, in
accordance with
the terms of such Mortgage Loan as in effect on the Cut-off Date.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Delinquent: Any Mortgage Loan with respect to which the Monthly
Payment due
on a Due Date is not made by the close of business on the next
scheduled Due
Date for such Mortgage Loan.
Depositor: Banc of America Funding Corporation, a Delaware
corporation, or
its successor in interest, as depositor of the Trust Estate.
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Depository: The Depository Trust Company, the nominee of which is
Cede &
Co., as the registered Holder of the Book-Entry Certificates or any
successor
thereto appointed in accordance with this Agreement. The Depository
shall at all
times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform
Commercial Code of the State of New York.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination Date: With respect to any Distribution Date and for
each
Servicer, as defined in the applicable Servicing Agreement.
Distribution Date: The 20th day of each month beginning in October
2006
(or, if such day is not a Business Day, the next Business Day).
Document Transfer Event: The 60th day following the day on which
either (i)
Wells Fargo is no longer the Servicer of any of the Mortgage Loans
purchased by
the Sponsor from Wells Fargo Bank, N.A. or (ii) the senior,
unsecured long-term
debt rating of Wells Fargo & Company is less than "BBB-" by
Fitch.
Downgrade Termination Event: An event whereby (x) the Swap Provider
(or its
guarantor) ceases to have short term unsecured and/or long term
debt ratings at
least equal to the levels specified in the Interest Rate Swap
Agreement, and (y)
at least one of the following events has not occurred (except to
the extent
otherwise approved by the Rating Agencies): (i) within the time
period specified
in the Interest Rate Swap Agreement with respect to such downgrade,
the Swap
Provider shall transfer the Interest Rate Swap Agreement, in whole,
but not in
part, to a substitute swap provider that satisfied the requirements
set forth in
the Interest Rate Swap Agreement, subject to the satisfaction of
the rating
agency condition or (ii) within the time period specified in the
Interest Rate
Swap Agreement with respect to such downgrade, the Swap Provider
shall
collateralize its exposure to the Issuing Entity pursuant to the
ISDA Credit
Support Annex, subject to the satisfaction of the rating agency
condition.
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
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against any collateral (which shall be limited to Permitted
Investments)
securing such funds that is superior to claims of any other
depositors or
creditors of the depository institution or trust company in which
such account
is maintained, or (iii) a trust account or accounts maintained with
the trust
department of a federal or state chartered depository institution
or trust
company (including the Trustee, the Master Servicer and the
Securities
Administrator), acting in its fiduciary capacity or (iv) any other
account
acceptable to each Rating Agency. Eligible Accounts may bear
interest and may
include, if otherwise qualified under this definition, accounts
maintained with
the Trustee, the Master Servicer or the Securities Administrator.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: Any of the Class 1-A-R, Class 5-A-2,
Class
6-A-2, Class B-4, Class B-5, Class B-6, Class M-1, Class M-2, Class
M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, 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 the sum of any Liquidation Proceeds of such
Mortgage Loan
received in the calendar month in which such Mortgage Loan became a
Liquidated
Mortgage Loan, net of any amounts previously reimbursed to the
applicable
Servicer as Nonrecoverable Advance(s) with respect to such Mortgage
Loan
pursuant to Section 3.11(a)(iv), exceeds (i) the unpaid principal
balance of
such Liquidated Mortgage Loan as of the Due Date in the month in
which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued
interest at
the Mortgage Interest Rate from the Due Date as to which interest
was last paid
or for which a Periodic Advance was made (and not reimbursed) up to
the Due Date
applicable to the Distribution Date immediately following the
calendar month
during which such liquidation occurred.
Exchange Act: The Securities Exchange Act of 1934, as amended.
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.
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Financial Market Service: Bloomberg LP, Intex Solutions, Inc. and
any other
financial information provider designated by the Depositor by
written notice to
the Securities Administrator.
FIRREA: The Financial Institutions Reform, Recovery and Enforcement
Act of
1989, as amended.
Fitch: Fitch Ratings, or any successor thereto.
Fixed Payer Rate: The fixed rate payable for each Distribution Date
up to
and including the Distribution Date in December 2011, which is
5.170%.
Floor Provider: The Bank of New York.
Form 8-K Disclosure Information: As defined in Section 3.22(d).
Fractional Interest: As defined in Section 5.02(d).
GreenPoint: GreenPoint Mortgage Funding, Inc., in its capacity as
servicer
under the GreenPoint Servicing Agreement.
GreenPoint Servicing Agreement: Collectively, (i) the Flow Sale and
Servicing Agreement, dated as of January 1, 2005, by and between
BANA, as
purchaser, and GreenPoint, as seller, (ii) that certain Amendment
No. 1, dated
as of May 1, 2005, by and between the BANA and GreenPoint, (iii)
that certain
Regulation AB Compliance Addendum to the Flow Sale and Servicing
Agreements,
dated as of January 1, 2006, by and between BANA and GreenPoint,
(iv) that
certain Memorandum of Sale, dated March 23, 2006, by and between
BANA and
GreenPoint and (v) the Assignment, Assumption and Recognition
Agreement, dated
September 29, 2006, by and among BANA, the Depositor, the Trustee,
the Master
Servicer and GreenPoint.
Gross Margin: As to each Mortgage Loan, the fixed percentage set
forth in
the related Mortgage Note and indicated in the related Mortgage
Loan Schedule as
the "Gross Margin," which percentage is added to the Index on each
Rate
Adjustment Date to determine (subject to rounding, the Periodic Cap
and the Rate
Ceiling) the Mortgage Interest Rate on such Mortgage Loan until the
next Rate
Adjustment Date.
Group: Any of Group 1, Group 2, Group 3, Group 4, Group 5 or Group
6.
Group 1: The Group 1 Senior Certificates.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1
hereto.
Group 1 Senior Certificates: The Class 1-A-1, Class 1-A-2 and Class
1-A-R
Certificates.
Group 2: The Group 2 Senior Certificates.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2
hereto.
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Group 2 Senior Certificates: The Class 2-A-1, Class 2-A-2, Class
2-A-3 and
Class 2-A-4 Certificates.
Group 3: The Group 3 Senior Certificates.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3
hereto.
Group 3 Senior Certificates: The Class 3-A-1, Class 3-A-2, Class
3-A-3 and
Class 3-A-4 Certificates.
Group 4: The Group 4 Senior Certificates.
Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-4
hereto.
Group 4 Senior Certificates: The Class 4-A-1, Class 4-A-2, Class
4-A-3 and
Class 4-A-4 Certificates.
Group 5: The Group 5 Senior Certificates.
Group 5 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-5
hereto.
Group 5 Net WAC Rate: As of any Distribution Date, a per annum rate
(expressed on the basis of an assumed 360-day year and the actual
number of days
elapsed during the related Interest Accrual Period) equal to (i)
the average of
the Net Mortgage Interest Rates for the Group 5 Mortgage Loans,
weighted on the
basis of the Stated Principal Balances of such Mortgage Loans as of
the first
day of the related Collection Period less (ii) 12 times the
quotient of (a) the
Net Swap Payment or Swap Termination Payment, if any, made to the
Swap Provider
(only if such Swap Termination Payment is not due to a Swap
Provider Trigger
Event (as defined in the Interest Rate Swap Agreement)) and (b) the
aggregate
Stated Principal Balance of the Group 5 Mortgage Loans and the
Group 6 Mortgage
Loans as of the first day of the related Collection Period.
Group 5 Senior Certificates: The Class 5-A-1 and Class 5-A-2
Certificates.
Group 5 Senior Principal Allocation Percentage: As of any
Distribution
Date, the percentage equivalent of a fraction, the numerator of
which is (x) the
Principal Remittance Amount allocable to the Group 5 Mortgage Loans
for such
Distribution Date, and the denominator of which is (y) the
Principal Remittance
Amount for such Distribution Date.
Group 5 Senior Principal Distribution Amount: As of any
Distribution Date,
the product of (x) the Group 5 Senior Principal Allocation
Percentage and (y)
the Overcollateralized Senior Principal Distribution Amount.
Group 6: The Group 6 Senior Certificates.
Group 6 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-6
hereto.
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Group 6 Net WAC Rate: As of any Distribution Date, a per annum rate
(expressed on the basis of an assumed 360-day year and the actual
number of days
elapsed during the related Interest Accrual Period) equal to (i)
the average of
the Net Mortgage Interest Rates for the Group 6 Mortgage Loans,
weighted on the
basis of the Stated Principal Balances of such Mortgage Loans as of
the first
day of the related Collection Period less (ii) 12 times the
quotient of (a) the
Net Swap Payment or Swap Termination Payment, if any, made to the
Swap Provider
(only if such Swap Termination Payment is not due to a Swap
Provider Trigger
Event (as defined in the Interest Rate Swap Agreement)) and (b) the
aggregate
Stated Principal Balance of the Group 5 Mortgage Loans and the
Group 6 Mortgage
Loans as of the first day of the related Collection Period.
Group 6 Senior Certificates: The Class 6-A-1 and Class 6-A-2
Certificates.
Group 6 Senior Principal Allocation Percentage: As of any
Distribution
Date, the percentage equivalent of a fraction, the numerator of
which is (x) the
Principal Remittance Amount allocable to the Group 6 Mortgage Loans
for such
Distribution Date, and the denominator of which is (y) the
Principal Remittance
Amount for such Distribution Date.
Group 6 Senior Principal Distribution Amount: As of any
Distribution Date,
the product of (x) the Group 6 Senior Principal Allocation
Percentage and (y)
the Overcollateralized Senior Principal Distribution Amount.
Group Subordinate Amount: For any Distribution Date and any Loan
Group, the
excess of the Pool Principal Balance for such Loan Group over the
aggregate
Class Certificate Balance of the Senior Certificates of the Related
Group
immediately prior to such date.
Holder: A Certificateholder.
Indenture: An indenture relating to the issuance of net interest
margin
notes secured 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.
Index: As to any Mortgage Loan and Rate Adjustment Date, the
Six-Month
LIBOR Index, the One-Month LIBOR Index, the One-Year CMT Index or
the One-Year
LIBOR Index. The Index applicable to each Mortgage Loan will be
indicated on the
related Mortgage Loan Schedule.
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IndyMac: IndyMac Bank, F.S.B., in its capacity as servicer under
the
IndyMac Servicing Agreement.
IndyMac Servicing Agreement: Collectively, (i) the Flow Sale and
Servicing
Agreement, dated as of March 1, 2006, by and between BANA and
IndyMac, (ii) the
Memorandum of Sale, dated as of March 2, 2006, by and between BANA
and IndyMac
and (iii) the Assignment, Assumption and Recognition Agreement,
dated September
29, 2006, by and among BANA, the Depositor, the Trustee, the Master
Servicer and
IndyMac.
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: $4,082,567.45.
Insurance Policy: With respect to any Mortgage Loan included in the
Trust
Estate, any Primary Mortgage Insurance Policy or any other
insurance policy
(including any policy covering any Mortgage Loan or Mortgaged
Property,
including without limitation, any hazard insurance policy required
pursuant to
Section 3.12, any title insurance policy described in Section 2.01
and any
Federal Housing Administration insurance policies and Department of
Veterans
Affairs insurance policies), including all riders and endorsements
thereto in
effect, including any replacement policy or policies for any
Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance
Policy, in each case other than any amount included in such
Insurance Proceeds
in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any
other
insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each Class
of
Shifting Interest 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 each Class of Overcollateralized
Certificates
(other than the Class CE 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.
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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 3-A-3 and Class 4-A-3
Certificates.
Interest Percentage: With respect to any Class of Offered
Overcollateralized 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 Ovcercollateralized
Certificates, in each case with respect to such Distribution Date,
without
regard to Relief Act Reductions.
Interest Rate Agreement: Each of the Interest Rate Cap Agreement,
the
Interest Rate Floor Agreement and the Interest Rate Swap Agreement.
Interest Rate Cap Agreement: The interest rate cap agreement, dated
September 29, 2006, between the Cap Provider and the Supplemental
Interest Trust
Trustee, a copy of which is attached hereto as Exhibit U.
Interest Rate Floor Account: 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 Overcollateralized 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-H." Funds in the
Interest Rate
Floor Account shall be held in trust for the Holders of the
Overcollateralized
Certificates for the uses and purposes set forth in this Agreement.
Interest Rate Floor Agreement: The interest rate floor agreement,
dated
September 29, 2006, between the Floor Provider and the Supplemental
Interest
Trust Trustee, a copy of which is attached hereto as Exhibit V.
Interest Rate Swap Agreement: The 1992 ISDA Master Agreement
(Multicurrency-Cross Border), dated as of September 29, 2006
(together with the
schedule thereto, the "Master Agreement"), between the Swap
Provider and the
Supplemental Interest Trust Trustee, and a confirmation of the same
date, which
supplements and forms part of the Master Agreement, the form of
which has been
attached hereto as Exhibit T.
Interest Remittance Amount: As of any Distribution Date and OC Loan
Group,
(A) the sum, without duplication, of (i) all interest collected or
advanced with
respect to the related Collection Period on the Mortgage Loans in
such OC Loan
Group received by the Servicers on or prior to the Determination
Date for such
Distribution Date (less the Administrative Fees for such Mortgage
Loans, certain
amounts available for reimbursement of Advances with respect to
such Mortgage
Loans and certain other reimbursable expenses and indemnities
pursuant to this
Agreement and the Servicing Agreements), (ii) all Compensating
Interest paid by
the Servicers for such Distribution Date with respect to the
Mortgage Loans in
such OC Loan Group, (iii) the
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portion of any payment in connection with any Principal Prepayment,
Substitution
Adjustment Amount, Repurchase Price, Insurance Proceeds or net
Liquidation
Proceeds relating to interest with respect to such Mortgage Loans
received
during the related Prepayment Period, (iv) any Reimbursement
Amounts received
with respect to such Mortgage Loans during the related Prepayment
Period and (v)
on the Distribution Date on which the OC 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 relating to such
Loan Group less
(B) (i) for Loan Group 5, the product of (a) any amounts payable to
the Swap
Provider (including any Net Swap Payment and any Swap Termination
Payment owed
to the Swap Provider, other than a Defaulted Swap Termination
Payment) and (b) a
fraction, the numerator of which is the aggregate Stated Principal
Balance of
the Group 5 Mortgage Loans as of the first day of the related
Collection Period,
and denominator of which is the aggregate of the Stated Principal
Balances of
the OC Mortgage Loans as of the first day of the related Collection
Period; and
(ii) for Loan Group 6, the product of (a) any amounts payable to
the Swap
Provider (including any Net Swap Payment and any Swap Termination
Payment owed
to the Swap Provider, other than a Defaulted Swap Termination
Payment) and (b) a
fraction, the numerator of which is the aggregate Stated Principal
Balance of
the Group 6 Mortgage Loans as of the first day of the related
Collection Period,
and denominator of which is the aggregate of the Stated Principal
Balances of
the OC Mortgage Loans as of the first day of the related Collection
Period.
Investment 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-H."
Investment 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 Investment Account.
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 Determination Date: With respect to each class of
Certificates whose
Certificate Interest Rate is based on Certificate 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
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partial release of a Mortgaged Property and any other proceeds
received in
connection with an REO Property, less the sum of related
unreimbursed Servicing
Fees and Advances.
Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3, Loan
Group 4,
Loan Group 5 or Loan Group 6.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan Group 4: The Group 4 Mortgage Loans.
Loan Group 5: The Group 5 Mortgage Loans.
Loan Group 6: The Group 6 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).
Lower-Tier II REMIC: As defined in the Preliminary Statement, the
assets of
which consist of the Group 5 and Group 6 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 5 or Group 6 Mortgage Loan and property
which secured a
Group 5 or Group 6 Mortgage Loan and which has been acquired by
foreclosure or
deed in lieu of foreclosure. The Lower-Tier II REMIC will not
include the Rate
Cap Carryover Amounts, the Class IO Distribution Amount, the Rate
Cap Carryover
Reserve Account, the Interest Rate Agreements, the Swap Account,
the Interest
Rate Floor Account or the Supplemental Interest Trust.
Lower-Tier REMICs: The Lower-Tier II REMIC and the Shifting
Interest
Lower-Tier REMIC.
LPMI Policy: A lender-paid primary mortgage insurance policy.
LPMI Premium Rate: With respect to the OC Mortgage Loans that are
covered
by LPMI Policies, as set forth in the applicable Mortgage Loan
Schedule.
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 Middle-Tier II REMIC Pass-Through
Rates for the
Class MRII-5-A-1 Interest, the
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Class MRII-5-A-2 Interest, the Class MRII-6-A-1 Interest, the Class
MRII-6-A-2
Interest, the Class MRII-M-1 Interest, the Class MRII-M-2 Interest,
the Class
MRII-M-3 Interest, the Class MRII-M-4 Interest, the Class MRII-M-5
Interest, the
Class MRII-M-6 Interest, the Class MRII-M-7 Interest, the Class
MRII-M-8
Interest and the Class MRII-ZZ Interest, (i) with the rate on each
such
Uncertificated Middle-Tier II Regular Interest (other than the
Class MRII-ZZ
Interest) subject to a cap equal to the lesser of (a) Certificate
One-Month
LIBOR plus the Certificate Margin of its Corresponding Upper-Tier
II Regular
Interest and (b) the Upper-Tier II REMIC Net WAC Rate for the
purposes of this
calculation and (ii) with the rate on the Class MRII-ZZ Interest
subject to a
cap of zero for the purpose of this calculation; provided, however,
that for
this purpose, calculations of the Uncertificated Middle-Tier II
REMIC
Pass-Through Rate and the related caps with respect to each such
Uncertificated
Middle-Tier II Regular Interest (other than the Class MRII-ZZ
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 its
successors-in-interest
and, if a successor master servicer is appointed hereunder, such
successor, as
master servicer.
Master Servicer Custodial Account: The Eligible Account created and
maintained by the Master Servicer pursuant to Section 3.09(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-H."
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 MRII-ZZ Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (a) accrued
interest at the
Uncertificated Middle-Tier II
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REMIC Pass-Through Rate applicable to the Class MRII-ZZ Interest
for such
Distribution Date on a balance equal to the Uncertificated Balance
of the Class
MRII-ZZ Interest minus the Middle-Tier II REMIC Overcollateralized
Amount, in
each case for such Distribution Date, over (b) Uncertificated
Accrued Interest
on the Class MRII-5-A-1 Interest, the Class MRII-5-A-2 Interest,
the Class
MRII-6-A-1 Interest, the Class MRII-6-A-2 Interest, the Class
MRII-M-1 Interest,
the Class MRII-M-2 Interest, the Class MRII-M-3 Interest, the Class
MRII-M-4
Interest, the Class MRII-M-5 Interest, the Class MRII-M-6 Interest,
the Class
MRII-M-7 Interest and the Class MRII-M-8 Interest, each subject to
a cap equal
to the lesser of (i) Certificate One-Month LIBOR plus the
Certificate Margin of
the related Corresponding Overcollateralized Class for the purpose
of this
calculation and (ii) the Upper-Tier II REMIC Net WAC Rate;
provided, however,
that for this purpose, calculations of the Uncertificated
Middle-Tier II REMIC
Pass-Through Rate and the related caps with respect to
Uncertificated Accrued
Interest on the Class MRII-5-A-1 Interest, the Class MRII-5-A-2
Interest, the
Class MRII-6-A-1 Interest, the Class MRII-6-A-2 Interest, the Class
MRII-M-1
Interest, the Class MRII-M-2 Interest, the Class MRII-M-3 Interest,
the Class
MRII-M-4 Interest, the Class MRII-M-5 Interest, the Class MRII-M-6
Interest, the
Class MRII-M-7 Interest and the Class MRII-M-8 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.
MERS: As defined in Section 2.01(b)(iii).
Mezzanine Certificates: The Class M-1, Class M-2, Class M-3, Class
M-4,
Class M-5, Class M-6, Class M-7 and Class M-8 Certificates, each of
which
represents (i) the corresponding Upper-Tier II Regular Interest for
purposes of
the REMIC Provisions, (ii) the right to receive the related Rate
Cap Carryover
Amounts and (iii) the obligation to pay the Class IO Distribution
Amount.
Mezzanine Net WAC Rate: As of any Distribution Date, a per annum
rate
(expressed on the basis of an assumed 360-day year and the actual
number of days
elapsed during the related Interest Accrual Period) equal to (i)
the average of
the Net Mortgage Interest Rates for the OC Mortgage Loans, weighted
on the basis
of the Stated Principal Balances of such Mortgage Loans as of the
first day of
the related Collection Period less (ii) 12 times the quotient of
(a) the Net
Swap Payment or Swap Termination Payment, if any, made to the Swap
Provider
(only if such Swap Termination Payment is not due to a Swap
Provider Trigger
Event (as defined in the Interest Rate Swap Agreement)) and (b) the
aggregate
Stated Principal Balance of the OC Mortgage Loans as of the first
day of the
related Collection Period. Solely for federal income tax purposes,
the Mezzanine
Net WAC Rate shall be calculated by weighting the Stated Principal
Balances of
the OC Mortgage Loans on the basis of their related Group
Subordinate Amount and
any amounts not paid in respect of the Mezzanine Net WAC Rate on
the related
Upper-Tier REMIC Regular Interest shall be carried forward and
applied to the
aggregate amount of the related Rate Cap Carryover Amount.
Middle-Tier II Certificate Sub-Account: The sub-account of the
Certificate
Account designated by the Securities Administrator pursuant to
Section 3.09(h).
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Middle-Tier II REMIC: As defined in the Preliminary Statement, the
assets
of which consist of the Uncertificated Lower-Tier II Regular
Interests and such
amounts as shall be deemed held in the Middle-Tier II Certificate
Sub-Account.
Middle-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 5 and Group 6 Mortgage Loans
and related
REO Properties then outstanding and (ii) the Uncertificated
Middle-Tier II REMIC
Pass-Through Rate for the Class MRII-A Interest minus the Marker
Rate, divided
by (b) 12.
Middle-Tier II REMIC Overcollateralization Target Amount: 1.00% of
the
Targeted Overcollateralization Amount.
Middle-Tier II REMIC Overcollateralized Amount: With respect to any
date of
determination, (i) the aggregate Uncertificated Balances of the
Uncertificated
Middle-Tier II Regular Interests minus (ii) the aggregate of the
Uncertificated
Balances of the Class MRII-5-A-1 Interest, the Class MRII-5-A-2
Interest, the
Class MRII-6-A-1 Interest, the Class MRII-6-A-2 Interest, the Class
MRII-M-1
Interest, the Class MRII-M-2 Interest, the Class MRII-M-3 Interest,
the Class
MRII-M-4 Interest, the Class MRII-M-5 Interest, the Class MRII-M-6
Interest, the
Class MRII-M-7 Interest, the Class MRII-M-8 Interest and the Class
MRII-P
Interest, in each case as of such date of determination.
Middle-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 OC 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 Class
MRII-5-A-1 Interest,
the Class MRII-5-A-2 Interest, the Class MRII-6-A-1 Interest, the
Class
MRII-6-A-2 Interest, the Class MRII-M-1 Interest, the Class
MRII-M-2 Interest,
the Class MRII-M-3 Interest, the Class MRII-M-4 Interest, the Class
MRII-M-5
Interest, the Class MRII-M-6 Interest, the Class MRII-M-7 Interest
and the Class
MRII-M-8 Interest, and the denominator of which is the aggregate of
the
Uncertificated Balances of the Class MRII-5-A-1 Interest, the Class
MRII-5-A-2
Interest, the Class MRII-6-A-1 Interest, the Class MRII-6-A-2
Interest, the
Class MRII-M-1 Interest, the Class MRII-M-2 Interest, the Class
MRII-M-3
Interest, the Class MRII-M-4 Interest, the Class MRII-M-5 Interest,
the Class
MRII-M-6 Interest, the Class MRII-M-7 Interest, the Class MRII-M-8
Interest and
the Class MRII-ZZ Interest.
Middle-Tier REMICs: The Middle-Tier II REMIC and the Shifting
Interest
Middle-Tier REMIC.
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 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
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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, as adjusted from time to time in accordance with the
provisions of the
related Mortgage Note, which rate is (a) prior to the first Rate
Adjustment Date
for each such Mortgage Loan, the initial Mortgage Interest Rate for
such
Mortgage Loan indicated on the related Mortgage Loan Schedule and
(b) from and
after such Rate Adjustment Date, the sum of the applicable Index,
as of the Rate
Adjustment Date applicable to such Due Date, and the Gross Margin,
rounded as
set forth in such Mortgage Note, subject to the Periodic Cap and
the Rate
Ceiling applicable to such Mortgage Loan at any time during the
life of such
Mortgage Loan.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement,
dated September 29, 2006, between BANA, as seller, and the
Depositor, as
purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time
amended by the Master Servicer to reflect the addition of
Substitute Mortgage
Loans and the deletion of Defective Mortgage Loans pursuant to the
provisions of
this Agreement) transferred to the Trustee as part of the Trust
Estate and from
time to time subject to this Agreement, attached hereto as Exhibit
D-1, Exhibit
D-2, Exhibit D-3, Exhibit D-4, Exhibit D-5 and Exhibit D-6 setting
forth the
following information with respect to each Mortgage Loan: (i) the
Mortgage Loan
identifying number; (ii) a code indicating whether the Mortgaged
Property is
owner-occupied; (iii) the property type for each Mortgaged
Property; (iv) the
original months to maturity or the remaining months to maturity
from the Cut-off
Date; (v) the Loan-to-Value Ratio at origination; (vi) the Mortgage
Interest
Rate as of the Cut-off Date; (vii) the date on which the first
Monthly Payment
was due on the Mortgage Loan, and, if such date is not the Due Date
currently in
effect, such Due Date; (viii) the stated maturity date; (ix) the
amount of the
Monthly Payment as of the Cut-off Date; (x) the paid-through date;
(xi) the
original principal amount of the Mortgage Loan; (xii) the principal
balance of
the Mortgage Loan as of the close of business on the Cut-off Date,
after
application of payments of principal due on or before the Cut-off
Date,
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whether or not collected, and after deduction of any payments
collected of
scheduled principal due after the Cut-off Date; (xiii) a code
indicating the
purpose of the Mortgage Loan; (xiv) a code indicating the
documentation style;
(xv) a code indicating the initial Servicer; (xvi) the Appraised
Value; (xvii)
the first Rate Adjustment Date; (xviii) the Rate Ceiling; (xix) the
Rate Floor;
(xx) the Periodic Cap; (xxi) the Gross Margin; (xxii) the Index;
(xxiii) the
closing date of the Mortgage Loan; (xxiv) a code indicating whether
the Mortgage
Loan has a Prepayment Charge; (xxv) the Servicing Fee Rate; and
(xxvi) the LPMI
Fee Rate, if any. With respect to the Mortgage Loans in the
aggregate, the
Mortgage Loan Schedule shall set forth the following information,
as of the
Cut-off Date: (i) the number of Mortgage Loans; (ii) the current
aggregate
outstanding principal balance of the Mortgage Loans; (iii) the
weighted average
Mortgage Interest Rate of the Mortgage Loans; and (iv) the weighted
average
months to maturity of the Mortgage Loans.
Mortgage Loans: Such of the mortgage loans transferred and assigned
to the
Trustee pursuant to Section 2.01 as from time to time are held as a
part of the
Trust Estate (including any Substitute Mortgage Loans and REO
Property), the
Mortgage Loans originally so held being identified in the Mortgage
Loan
Schedule.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan,
together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which
may include Cooperative Stock or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Interest Rate: As to any Mortgage Loan and
Distribution Date,
such Mortgage Loan's Mortgage Interest Rate thereon on the first
day of the
calendar month preceding the month of such Distribution Date
reduced by the
applicable Administrative Fee Rate for such Mortgage Loan.
Net Swap Payment: With respect to any Distribution Date, any net
payment
(other than a Swap Termination Payment) payable by the Supplemental
Interest
Trust to the Swap Provider on the related Fixed Rate Payer Payment
Date (as
defined in the Interest Rate Swap Agreement).
Net Swap Receipt: With respect to any Distribution Date, any net
payment
(other than a Swap Termination Payment) made by the Swap Provider
to the
Supplemental Interest Trust on the related Floating Rate Payer
Payment Date (as
defined in the Interest Rate Swap Agreement), or any amount
withdrawn from the
Swap Account that is required under that paragraph to be treated as
a Net Swap
Receipt for purposes of determining the distributions from the
Supplemental
Interest Trust.
Net WAC: As to any Shifting Interest Loan Group and any
Distribution Date,
the weighted average of the Net Mortgage Interest Rates of the
Mortgage Loans in
such Loan Group (based on Stated Principal Balances of the Mortgage
Loans in
such Loan Group on the Due Date in the month preceding the month of
such
Distribution Date).
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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-Supported Interest Shortfalls: As to any Distribution Date, the
amount,
if any, by which the aggregate of Prepayment Interest Shortfalls
related to the
Shifting Interest Loan Groups exceeds the aggregate Compensating
Interest for
the Shifting Interest Loan Groups 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 3-A-3 Certificates and
the Class
3-A-3 Interests and any date of determination, the Class 3-A-3
Notional Amount.
With respect to the Class 4-A-3 Certificates and the Class 4-A-3
Interests and
any date of determination, the Class 4-A-3 Notional Amount. With
respect to the
Class CE Certificates and the Class CE Upper-Tier II Interest, a
notional amount
equal to the aggregate Uncertificated Balances of the
Uncertificated Middle-Tier
II Interests other than the Class MRII-P Interest.
NYCEMA: A New York Consolidation, Extension and Modification
Agreement.
OC Loan Group: Either of Loan Group 5 or Loan Group 6.
OC Mortgage Loans: The Group 5 Mortgage Loans and Group 6 Mortgage
Loans.
OC Optional Termination Date: The first Distribution Date on which
all of
the OC Mortgage Loans and all related REO Property remaining in the
Trust Estate
may be purchased pursuant to Section 10.01.
Offered Certificates: The Senior, Class B-1, Class B-2, Class B-3
and
Mezzanine Certificates.
Offered Overcollateralized Certificates: The Class 5-A-1, Class
5-A-2,
Class 6-A-1, Class 6-A-2, Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5,
Class M-6, Class M-7 and Class M-8 Certificates.
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 Index: A rate per annum that is defined to be the
average
of interbank offered rates for one-month U.S. dollar-denominated
deposits in the
London market, as
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published in The Wall Street Journal and most recently available
either (i) as
of the first Business Day in the month preceding the month of the
applicable
Rate Adjustment Date or (ii) up to the date 45 days before the
applicable Rate
Adjustment Date.
One-Year CMT Index: A rate per annum that is defined to be the
weekly
average yield on United States Treasury Securities adjusted to a
constant
maturity of one year, as made available by the Federal Reserve
Board, published
in Federal Reserve Statistical Release H.15 (519) and most recently
available up
to the date 45 days before the applicable Rate Adjustment Date.
One-Year LIBOR Index: A rate per annum that is defined to be the
average of
interbank offered rates for one-year U.S. dollar-denominated
deposits in the
London market, as published in The Wall Street Journal and most
recently
available either (i) as of the first Business Day in the month
preceding the
month of the applicable Rate Adjustment Date or (ii) up to the date
45 days
before the applicable Rate Adjustment Date.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee
if such opinion is delivered to the Trustee, or acceptable to the
Securities
Administrator if such opinion is delivered to the Securities
Administrator, who
may be counsel for the Depositor or the Master Servicer, except
that any opinion
of counsel relating to the qualification of the Trust Estate as six
separate
REMICs or compliance with the REMIC Provisions must be an opinion
of Independent
counsel.
Opteum: Opteum Financial Services, LLC, in its capacity as servicer
under
the Opteum Servicing Agreement.
Opteum Servicing Agreement: Collectively, (i) the Mortgage Loan
Sale and
Servicing Agreement, dated as of September 1, 2006, by and between
BANA, as
purchaser, and Opteum, as seller, (ii) the Memorandum of Sale,
dated September
28, 2006, by and between BANA and Opteum and (iii) the Assignment,
Assumption
and Recognition Agreement, dated September 29, 2006, by and among
BANA, the
Depositor, the Trustee, the Master Servicer and Opteum.
Original Fractional Interest: With respect to each of the following
Classes
of Class B Certificates, the corresponding percentage described
below, as of the
Closing Date:
Class B-1
2.00%
Class B-2
1.25%
Class B-3
0.80%
Class B-4
0.50%
Class B-5
0.25%
Class B-6
0.00%
Original Class B Certificate Balance: $28,951,344.00.
OTS: The Office of Thrift Supervision.
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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.
Overcollateralization Amount: As of any Distribution Date, the
excess, if
any, of (x) the aggregate Stated Principal Balance of the OC
Mortgage Loans as
of the last day of the related Collection Period over (y) the
aggregate Class
Certificate Balance of all Classes of Overcollateralized
Certificates (after
taking into account all distributions of principal on such
Distribution Date and
the increase of any Class Certificate Balance of a Class of
Overcollateralized
Certificates as a result of Recoveries related to the OC Mortgage
Loans).
Overcollateralization Deficiency: As of any Distribution Date, the
excess,
if any, of (x) the Targeted Overcollateralization Amount for such
Distribution
Date over (y) the Overcollateralization Amount for such
Distribution Date,
calculated for this purpose after taking into account the reduction
on such
Distribution Date of the Class Certificate Balances of all Classes
of
Overcollateralized Certificates resulting from the distribution of
the Principal
Distribution Amount (but not the Extra Principal Distribution
Amount) on such
Distribution Date, but prior to taking into account any Applied
Realized Loss
Amounts on such Distribution Date.
Overcollateralization Release Amount: With respect to any
Distribution Date
on or after the Stepdown Date on which a Trigger Event is not in
effect, the
lesser of (x) the Principal Remittance Amount for such Distribution
Date and (y)
the excess, if any, of (i) the Overcollateralization Amount for
such
Distribution Date, assuming that 100% of the Principal Remittance
Amount is
applied as a principal payment on the Overcollateralized
Certificates on such
Distribution Date over (ii) the Targeted Overcollateralization
Amount for such
Distribution Date. With respect to any Distribution Date on which a
Trigger
Event is in effect, the Overcollateralization Release Amount will
be zero.
Overcollateralized Accrued Certificate Interest: For any
Distribution Date
and each Class of Overcollateralized Certificates, one month's
interest accrued
during the related Interest Accrual Period at the applicable
Certificate
Interest Rate on the applicable Class Certificate Balance minus
such Class'
Interest Percentage of Relief Act Reductions related to any OC
Mortgage Loan for
such Distribution Date.
Overcollateralized Certificates: The Class 5-A-1, Class 5-A-2,
Class 6-A-1,
Class 6-A-2, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6,
Class M-7, Class M-8, Class CE and Class P Certificates.
Overcollateralized Senior Principal Distribution Amount: As of any
Distribution Date (i) before the Stepdown Date or as to which a
Trigger Event is
in effect, the Principal Distribution Amount and (ii) on or after
the Stepdown
Date and as long as a Trigger Event is not in effect, the excess of
(a) the
aggregate Class Certificate Balance of the Senior
Overcollateralized
Certificates immediately prior to such Distribution Date over (b)
the lesser of
(x) the product of (1) 86.70% and (2) the aggregate Stated
Principal Balance of
the OC Mortgage Loans as of the last day of the related Collection
Period and
(y) the amount by which the aggregate Stated Principal Balance
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of the OC Mortgage Loans as of the last day of the related
Collection Period
exceeds the product of (1) 0.35% and (2) the aggregate Cut-off Date
Pool
Principal Balances of Loan Group 5 and Loan Group 6.
Ownership Interest: As to any Certificate, any ownership or
security
interest in such Certificate, including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to each Distribution Date and any
Class of
Certificates (other than the Class CE Certificates), the per annum
rate set
forth or described in the Preliminary Statement. With respect to
each
Distribution Date and the Upper-Tier II Regular Interests (other
than the Class
Swap-IO Interest), the "Interest Rate" set forth in the Preliminary
Statement.
For federal income tax purposes, each reference to the Rate Cap in
the
applicable Pass-Through Rate shall be deemed to be a reference to
the Upper-Tier
II REMIC Net WAC Rate.
With respect to the Class CE Upper-Tier II Regular Interest and any
Distribution Date, a per annum rate equal to the percentage
equivalent of a
fraction, the numerator of which is the sum of the amounts
calculated pursuant
to clauses (A) through (O) below, and the denominator of which is
the aggregate
of the Uncertificated Balances of Middle-Tier II Regular Interest
MRII-AA,
Middle-Tier II Regular Interest MRII-5-A-1, Middle-Tier II Regular
Interest
MRII-5-A-2, Middle-Tier II Regular Interest MRII-6-A-1, Middle-Tier
II Regular
Interest MRII-6-A-2, Middle-Tier II Regular Interest MRII-M-1,
Middle-Tier II
Regular Interest MRII-M-2, Middle-Tier II Regular Interest
MRII-M-3, Middle-Tier
II Regular Interest MRII-M-4, Middle-Tier II Regular Interest
MRII-M-5,
Middle-Tier II Regular Interest MRII-M-6, Middle-Tier II Regular
Interest
MRII-M-7, Middle-Tier II Regular Interest MRII-M-8, and Middle-Tier
II Regular
Interest MRII-ZZ. For purposes of calculating the Pass-Through Rate
for the
Class CE Upper-Tier II Regular Interest, the numerator is equal to
the sum of
the following components:
(A) the Middle-Tier II REMIC Pass-Through Rate for the Class
MRII-AA Interest minus the Marker Rate, applied to an amount equal
to
the Uncertificated Balance of the Class MRII-AA Interest;
(B) the Middle-Tier II REMIC Pass-Through Rate for the Class
MRII-5-A-1 Interest minus the Marker Rate, applied to an amount
equal
to the Uncertificated Balance of the Class MRII-5-A-1 Interest;
(C) the Middle-Tier II REMIC Pass-Through Rate for the Class
MRII-5-A-2 Interest minus the Marker Rate, applied to an amount
equal
to the Uncertificated Balance of the Class MRII-5-A-2 Interest;
(D) the Middle-Tier II REMIC Pass-Through Rate for the Class
MRII-6-A-1 Interest minus the Marker Rate, applied to an amount
equal
to the Uncertificated Balance of the Class MRII-6-A-1 Interest;
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(E) the Middle-Tier II REMIC Pass-Through Rate for the Class
MRII-6-A-2 Interest minus the Marker Rate, applied to an amount
equal
to the Uncertificated Balance of the Class MRII-6-A-2 Interest;
(F) the Middle-Tier II REMIC Pass-Through Rate for the Class
MRII-M-1 Interest minus the Marker Rate, applied to an amount equal
to
the Uncertificated Balance of the Class MRII-M-1 Interest;
(G) the Middle-Tier II REMIC Pass-Through Rate for the Class
MRII-M-2 Interest minus the Marker Rate, applied to an amount equal
to
the Uncertificated Balance of the Class MRII-M-2 Interest;
(H) the Middle-Tier II REMIC Pass-Through Rate for the Class
MRII-M-3 Interest minus the Marker Rate, applied to an amount equal
to
the Uncertificated Balance of the Class MRII-M-3 Interest;
(I) the Middle-Tier II REMIC Pass-Through Rate for the Class
MRII-M-4 Interest minus the Marker Rate, applied to an amount equal
to
the Uncertificated Balance of the Class MRII-M-4 Interest;
(J) the Middle-Tier II REMIC Pass-Through Rate for the Class
MRII-M-5 Interest minus the Marker Rate, applied to an amount equal
to
the Uncertificated Balance of the Class MRII-M-5 Interest;
(K) the Middle-Tier II REMIC Pass-Through Rate for the Class
MRII-M-6 Interest minus the Marker Rate, applied to an amount equal
to
the Uncertificated Balance of the Class MRII-M-6 Interest;
(L) the Middle-Tier II REMIC Pass-Through Rate for the Class
MRII-M-7 Interest minus the Marker Rate, applied to an amount equal
to
the Uncertificated Balance of the Class MRII-M-7 Interest;
(M) the Middle-Tier II REMIC Pass-Through Rate for the Class
MRII-M-8 Interest minus the Marker Rate, applied to an amount equal
to
the Uncertificated Balance of the Class MRII-M-8 Interest;
(N) the Middle-Tier II REMIC Pass-Through Rate for the Class
MRII-ZZ Interest minus the Marker Rate, applied to an amount equal
to
the Uncertificated Balance of the Class MRII-ZZ Interest; and
(O) 100% of the Interest on the Class MRII-P Interest.
The Class Swap-IO Interest shall not have a Pass-Through Rate, but
interest
for such Class Swap-IO Interest and each Distribution Date shall be
an amount
equal to 100% of the amounts distributable to the Class MRII-IO
Interest for
such Distribution Date.
Paying Agent: As defined in Section 9.13.
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Percentage Interest: As to any Certificate (other than a Class CE
Certificate), the percentage obtained by dividing the initial
Certificate
Balance of such Certificate by the Initial Class Certificate
Balance or Initial
Notional Amount, as applicable, of the Class of which such
Certificate is a
part. With respect to a Class CE Certificate, the portion of the
Class evidenced
thereby, expressed as a percentage, as stated on the face of such
Certificate;
provided, however, that the sum of all such percentages for each
such
Certificate totals 100%.
Periodic Advance: With respect to each Servicer, shall have the
meaning
given to term "Monthly Advance" in the applicable Servicing
Agreement.
Periodic Cap: For each Mortgage Loan, the applicable limit on
adjustment of
the Mortgage Interest Rate for each Rate Adjustment Date specified
in the
applicable Mortgage Note and designated as such in the applicable
Mortgage Loan
Schedule.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the
United States, Freddie Mac, Fannie Mae or any agency or
instrumentality of
the United States when such obligations are backed by the full
faith and
credit of the United States; provided that such obligations of
Freddie Mac
or Fannie Mae shall be limited to senior debt obligations and
mortgage
participation certificates other than investments in
mortgage-backed or
mortgage participation securities with yields evidencing extreme
sensitivity to the rate of principal payments on the underlying
mortgages,
which shall not constitute Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition
thereof with
a corporation incorporated under the laws of the United States or
any state
thereof rated not lower than "P-1" by Moody's, "F1" by Fitch and
"A-1+" by
S & P;
(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an
original
maturity of not more than 90 days and, in the case of bankers'
acceptances,
shall in no event have an original maturity of more than 365 days
or a
remaining maturity of more than 30 days) denominated in United
States
dollars of any U.S. depository institution or trust company
incorporated
under the laws of the United States or any state thereof, rated not
lower
than "P-1" by Moody's, "F1" by Fitch and "A-1+" by S & P;
(iv) commercial paper (having original maturities of not more than
365
days) of any corporation incorporated under the laws of the United
States
or any state thereof which is rated not lower than "P-1" by
Moody's, "F1"
by Fitch and "A-1+" by S & P;
(v) investments in money market funds (including funds of the
Securities Administrator or its affiliates, or funds for which an
affiliate
of the Securities Administrator acts as advisor, as well as funds
for which
the Securities Administrator and its affiliates may receive
compensation)
rated "Aaa" by Moody's, "AAA" by Fitch (if
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rated by Fitch) and "AAAm G" by S&P or otherwise approved in
writing by
each Rating Agency; and
(vi) other obligations or securities that are acceptable to each
Rating Agency and, as evidenced by an Opinion of Counsel obtained
by the
Master Servicer or Securities Administrator, as the case may be,
will not
affect the qualification of the Trust Estate as six separate
REMICs;
provided, however, that no instrument shall be a Permitted
Investment if it
represents either (a) the right to receive only interest payments
with respect
to the underlying debt instrument or (b) the right to receive both
principal and
interest payments derived from obligations underlying such
instrument and the
principal and interest with respect to such instrument provide a
yield to
maturity greater than 120% of the yield to maturity at par of such
underlying
obligations.
Permitted Transferee: Any Person other than (i) the United States,
or any
State or any political subdivision thereof, or any agency or
instrumentality of
any of the foregoing, (ii) a foreign government, international
organization or
any agency or instrumentality of either of the foregoing, (iii) an
organization
which is exempt from tax imposed by Chapter 1 of the Code
(including the tax
imposed by Section 511 of the Code on unrelated business taxable
income) (except
certain farmers' cooperatives described in Code Section 521), (iv)
rural
electric and telephone cooperatives described in Code Section
1381(a)(2)(C), (v)
a Person with respect to whom the income on a Residual Certificate
is allocable
to a foreign permanent establishment or fixed base, within the
meaning of an
applicable income tax treaty, of such Person or any other U.S.
Person, and (vi)
any other Person so designated by the Depositor based on an Opinion
of Counsel
to the effect that any transfer to such Person may cause the Trust
or any other
Holder of a Residual Certificate to incur tax liability that would
not be
imposed other than on account of such transfer. The terms "United
States,"
"State" and "international organization" shall have the meanings
set forth in
Code Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
Physical Certificates: The Class 1-A-R, Class B-4, Class B-5, Class
B-6,
Class CE and Class P Certificates.
Plan: As defined in Section 6.02(e).
Pool Distribution Amount: As to any Distribution Date and Shifting
Interest
Loan Group, the excess of (a) the sum of (i) the aggregate of (A)
the interest
portion of any Monthly Payment on a Mortgage Loan in such Loan
Group (net of the
related Administrative Fees) and the principal portion of any
Monthly Payment on
a Mortgage Loan in such Loan Group due on the Due Date in the month
in which
such Distribution Date occurs and which is received prior to the
related
Determination Date and (B) all Periodic Advances made by a Servicer
(or the
Master Servicer or the Trustee, as applicable) in respect of such
Loan Group and
payments of Compensating Interest allocable to such Loan Group made
by the
applicable Servicer in respect of such Loan Group and such
Distribution Date
deposited to the Master Servicer Custodial
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Account pursuant to Section 3.09(d)(vi); (ii) all Liquidation
Proceeds (other
than Excess Proceeds) received on the Mortgage Loans in such Loan
Group during
the related Prepayment Period and deposited to the Master Servicer
Custodial
Account pursuant to Section 3.09(d)(iii); (iii) all Principal
Prepayments
received on the Mortgage Loans in such Loan Group during the
related Prepayment
Period and including any Prepayment Charges received with respect
to such
Principal Prepayments (other than any Prepayment Charges collected
by Opteum)
and deposited to the Master Servicer Custodial Account pursuant to
Section
3.09(d)(i) during such period; (iv) in connection with any Mortgage
Loans that
are Defective Mortgage Loans in such Loan Group, the aggregate of
the Purchase
Prices and Substitution Adjustment Amounts remitted on the related
Remittance
Date pursuant to Section 3.09(d)(vii); (v) any other amounts in the
Master
Servicer Custodial Account deposited therein pursuant to Section
3.09(d)(iv),
(v), (viii), (x), and (xi) in respect of such Distribution Date and
such Loan
Group; (vi) any Reimbursement Amount required to be included
pursuant to Section
5.02; over (b) any amounts permitted to be withdrawn from the
Master Servicer
Custodial Account pursuant to clauses (i) through (viii),
inclusive, of Section
3.11 in respect of such Loan Group.
Pool Principal Balance: As to any Distribution Date and any Loan
Group, the
aggregate Stated Principal Balance of all Mortgage Loans in such
Loan Group that
were Outstanding Mortgage Loans immediately following the Due Date
in the month
preceding the month in which such Distribution Date occurs.
Prepayment Charges: With respect to any Prepayment Period, any
prepayment
premium, penalty or charge collected by a Servicer from a Mortgagor
in
connection with any voluntary Principal Prepayment in Full pursuant
to the terms
of the related Mortgage Note as from time to time held as a part of
the Trust
Estate, the Prepayment Charges so held being identified in the
related Mortgage
Loan Schedule.
Prepayment Interest Excess: As to any Distribution Date and any
Mortgage
Loan serviced by Opteum that was the subject of a Principal
Prepayment in Full
during the portion of the related Prepayment Period beginning on
the first day
of the calendar month in which such Distribution Date occurs
through the
Determination Date of the calendar month in which such Distribution
Date occurs,
an amount equal to interest (to the extent received) at the
applicable Net
Mortgage Interest Rate on the amount of such Principal Prepayment
for the number
of days commencing on the first day of the calendar month in which
such
Distribution Date occurs and ending on the date on which such
prepayment is so
applied.
Prepayment Interest Shortfall: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the
related
Prepayment Period, the amount, if any, by which one month's
interest at the
related Net Mortgage Interest Rate on such Principal Prepayment
exceeds the
amount of interest paid in connection with such Principal
Prepayment.
Prepayment Period: With respect to any Distribution Date and the
Mortgage
Loans other than the Mortgage Loans serviced by Opteum and Indy
Mac, the
calendar month preceding the calendar month in which such
Distribution Date
occurs. With respect to any Distribution Date and the Mortgage
Loans serviced by
Opteum, the period commencing on the 14th day of the calendar month
preceding
the calendar month in which such Distribution Date occurs (or, in
the case of
the first Distribution Date, on the Cut-off Date) and ending on the
13th day of
the
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calendar month in which such Distribution Date occurs. With respect
to any
Distribution Date and the Mortgage Loans serviced by Indy Mac, the
related
Collection Period.
Primary Mortgage Insurance Policy: Each policy of primary mortgage
guaranty
insurance or any replacement policy therefor with respect to any
Mortgage Loan,
in each case issued by an insurer acceptable to Fannie Mae or
Freddie Mac.
Principal Amount: As to any Distribution Date and Shifting Interest
Loan
Group, the sum of (i) the sum of (a) the principal portion of each
Monthly
Payment due on each Mortgage Loan in such Loan Group on the related
Due Date,
(b) the Stated Principal Balance, as of the date of repurchase, of
(i) any
Mortgage Loan in such Loan Group repurchased by the Sponsor
pursuant to the
Mortgage Loan Purchase Agreement or a Purchase Obligation as of
such
Distribution Date, (ii) any Mortgage Loan in such Loan Group
repurchased by the
Depositor pursuant to a Purchase Obligation as of such Distribution
Date, (iii)
any Mortgage Loan in such Loan Group repurchased by a Servicer
pursuant to a
Servicing Agreement or (iv) any Mortgage Loan in such Loan Group
purchased
pursuant to Section 10.01 hereof, (c) any Substitution Adjustment
Amount in
connection with a Defective Mortgage Loan in such Loan Group
received during the
related Prepayment Period, (d) any Liquidation Proceeds allocable
to recoveries
of principal of Mortgage Loans in such Loan Group that are not yet
Liquidated
Mortgage Loans received by a Servicer during the related Prepayment
Period, (e)
with respect to each Mortgage Loan in such Loan Group 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 Mortgage Loan during such period and
(f) all
Principal Prepayments on the Mortgage Loans in such Loan Group
received by a
Servicer during the related Prepayment Period and (ii) any Recovery
related to
such Loan Group for such Distribution Date.
Principal Distribution Amount: As to any Distribution Date, the sum
of (i)
the Principal Remittance Amount minus the Overcollateralization
Release Amount,
if any, and (ii) the Extra Principal Distribution Amount, if any.
Principal Prepayment: With respect to each Mortgage Loan, any
payment or
other recovery of principal on a Mortgage Loan (other than
Liquidation Proceeds)
which is received in advance of its scheduled Due Date and is not
accompanied by
an amount of interest representing scheduled interest due on any
date or dates
in any month or months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the
entire
principal balance of a Mortgage Loan.
Principal Remittance Amount: With respect to any Distribution Date
and the
OC Mortgage Loans, to the extent of funds available therefor, the
amount equal
to (a) the sum (less amounts available for reimbursement to the
Servicers for
Advances and expenses pursuant to the applicable Servicing
Agreement and amounts
reimbursable or payable to the Master Servicer, Securities
Administrator and
Trustee pursuant to this Agreement) of: (i) each payment of
principal on an OC
Mortgage Loan due during the related Collection Period and received
by the
Servicers on or prior to the related Determination Date, and any
Advances with
respect
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thereto, (ii) all Principal Prepayments received by the applicable
Servicer
during the related Prepayment Period, (iii) Insurance Proceeds, net
Liquidation
Proceeds and Recoveries allocable to principal actually collected
by the
applicable Servicer during the related Prepayment Period, (iv) with
respect to
Defective Mortgage Loans repurchased during the related Prepayment
Period, the
portion of the Repurchase Price allocable to principal, (v) any
Substitution
Adjustment Amounts paid during the related Prepayment Period and
(vi) on the
Distribution Date on which the OC Mortgage Loans and related REO
Property are
purchased in accordance with Section 10.01 hereof, that portion of
the purchase
price therefor in respect of principal less (b) any amounts payable
to the Swap
Provider (including any Net Swap Payment and any Swap Termination
Payment owed
to the Swap Provider, other than a Defaulted Swap Termination
Payment) not
covered by the sum of the Interest Remittance Amounts for Loan
Group 5 and Loan
Group 6 for such Distribution Date.
Private Certificates: The Class B-4, Class B-5, Class B-6, Class CE
and
Class P Certificates.
Pro Rata Share: As to any Distribution Date and any Class of Class
B
Certificates, the portion of the Subordinate Principal Distribution
Amounts
allocable to such Class, equal to the sum of (i) the product of the
amounts
determined in accordance with clause (i) of the Subordinate
Principal
Distribution Amounts and a fraction, the numerator of which is the
related Class
Certificate Balance thereof and the denominator of which is the
aggregate Class
Certificate Balance of the Class B Certificates and (ii) if such
class is not a
Restricted Class, the product of the amounts determined in
accordance with
clause (ii) of the Subordinate Principal Distribution Amounts for
such
Distribution Date and a fraction, the numerator of which is the
related Class
Certificate Balance thereof and the denominator of which is the
aggregate Class
Certificate Balance of the Class B Certificates that are not
Restricted Classes.
The Pro Rata Share of a Restricted Class shall be 0% with respect
to clause (ii)
hereof.
Purchase Obligation: An obligation of the Sponsor or the Depositor
to
purchase Mortgage Loans under the circumstances and in the manner
provided in
Section 2.02 or 2.04.
Purchase Price: With respect to each Mortgage Loan that was a
Defective
Mortgage Loan repurchased on any date pursuant to Sections 2.02 or
2.04, an
amount equal to the sum of (i) the Stated Principal Balance of the
Mortgage
Loan, (ii) interest on such Stated Principal Balance at the
Mortgage Interest
Rate from the date on which interest has last been paid and
distributed through
the last day of the month in which such repurchase takes place and
(iii) any
costs and damages incurred by the Trust in connection with any
violation by such
repurchased Mortgage Loan of any predatory or abusive lending law,
less (x)
amounts received or advanced in respect of such repurchased
Mortgage Loan which
are being held in the applicable Servicer Custodial Account for
distribution in
the month of repurchase and (y) if the Person repurchasing such
Mortgage Loan is
servicing such Mortgage Loan under the related Servicing Agreement,
the
Servicing Fee for such Mortgage Loan.
Rate Adjustment Date: As to each Mortgage Loan, the Due Date on
which an
adjustment to the Mortgage Interest Rate of such Mortgage Loan
becomes effective
under the related Mortgage Note.
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Rate Cap: Each of the Group 5 Net WAC Rate, the Group 6 Net WAC
Rate and
the Mezzanine Net WAC Rate. For federal income tax purposes, the
Upper-Tier II
REMIC Net WAC Rate.
Rate Cap Carryover Amount: If on any Distribution Date, the
Overcollateralized Accrued Certificate Interest for any Offered
Overcollateralized Certificate is based on a Rate Cap, the excess
of (i) the
amount of interest such Class would have been entitled to receive
on such
Distribution Date based on the lesser of its Pass-Through Rate or
10.500% over
(ii) the amount of interest such Class received on such
Distribution Date based
on the applicable Rate Cap, together with the unpaid portion of any
such excess
from prior Distribution Dates (and interest accrued thereon at the
lesser of
then-applicable Pass-Through Rate on such Class or 10.500%). For
federal income
tax purposes, each application of the applicable Net WAC Rate shall
be an
application of the Upper-Tier II REMIC Net WAC Rate for purposes of
calculating
the related Rate Cap Carryover Amount.
Rate 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
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-H." Funds in
the Rate Cap Carryover Reserve Account shall be held in trust for
the Holders of
the Offered Overcollateralized Certificates for the uses and
purposes set forth
in this Agreement.
Rate Ceiling: The maximum per annum Mortgage Interest Rate
permitted under
the related Mortgage Note and indicated on the related Mortgage
Loan Schedule.
Rate Floor: The minimum per annum Mortgage Interest Rate permitted
under
the related Mortgage Note and indicated on the related Mortgage
Loan Schedule.
Rating Agency: Each of S&P, Moody's and Fitch. If any such
organization or
a successor is no longer in existence, "Rating Agency" shall be
such nationally
recognized statistical rating organization, or other comparable
Person, as is
designated by the Depositor, notice of which designation shall be
given to the
Trustee, the Master Servicer and the Securities Administrator.
References herein
to a given rating or rating category of a Rating Agency shall mean
such rating
category without giving effect to any modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount as
of the date of such liquidation, equal to (i) the unpaid principal
balance of
the Liquidated Mortgage Loan as of the date of such liquidation,
plus (ii)
interest at the Net Mortgage Interest Rate from the Due Date as to
which
interest was last paid or advanced (and not reimbursed) to
Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are
required to be
distributed on the Stated Principal Balance of such Liquidated
Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any,
received during
the month in which such liquidation occurred, to the extent applied
as
recoveries of interest at the Net Mortgage Interest Rate and to
principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that
has become the
subject of a Deficient Valuation, if the principal amount due under
the related
Mortgage Note has been
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reduced, the difference between the principal balance of the
Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the
principal
balance of the Mortgage Loan as reduced by the Deficient Valuation.
With respect
to each Mortgage Loan that has become the subject of a Debt Service
Reduction
and any Distribution Date, the amount, if any, by which the
principal portion of
the related Monthly Payment has been reduced.
Realized Loss Amortization Amount: Any of the Super Senior Support
Realized
Loss Amortization Amount, the Class M-1 Realized Loss Amortization
Amount, the
Class M-2 Realized Loss Amortization Amount, the Class M-3 Realized
Loss
Amortization Amount, the Class M-4 Realized Loss Amortization
Amount, the Class
M-5 Realized Loss Amortization Amount, the Class M-6 Realized Loss
Amortization
Amount, the Class M-7 Realized Loss Amortization Amount and the
Class M-8
Realized Loss Amortization Amount.
Recognition Agreement: With respect to a Cooperative Loan, the
recognition
agreement between the Cooperative and the originator of such
Cooperative Loan.
Record Date: With respect to the Shifting Interest Certificates,
the Class
CE Certificates and the Class P Certificates, the last Business Day
of the month
immediately preceding the month in which the related Distribution
Date occurs.
With respect to the Offered Overcollateralized Certificates, the
Business Day
immediately preceding each Distribution Date; provided, however, if
Definitive
Certificates are issued for any of such Certificates, the Record
Date for such
Certificates will be the last Business Day of the month preceding
such
Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Mortgage Loan.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB),
17 C.F.R. Sections 229.1100 - 229.1123, as such may be amended from
time to
time, and subject to such clarification and interpretation as have
been provided
by the Commission in the adopting release (Asset-Backed Securities,
Securities
Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005))
or by the
staff of the Commission, or as may be provided by the Commission or
its staff
from time to time.
Reimbursement Amount: As defined in Section 2.02.
Related Group: For Loan Group 1, Group 1; for Loan Group 2, Group
2; for
Loan Group 3, Group 3; for Loan Group 4, Group 4; for Loan Group 5,
Group 5; for
Loan Group 6, Group 6; for the Shifting Interest Loan Groups, Group
1, Group 2,
Group 3 and Group 4; and for the OC Loan Groups, Group 5 and Group
6.
Related Loan Group: For Group 1, Loan Group 1; for Group 2, Loan
Group 2;
for Group 3, Loan Group 3; for Group 4, Loan Group 4; for Group 5,
Loan Group 5;
for Group 6, Loan Group 6; for Group 1, Group 2, Group 3 and Group
4, the
Shifting Interest Loan Groups; and for Group 5 and Group 6, the OC
Loan Groups.
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Relevant Servicing Criteria: The Servicing Criteria applicable to
the
various parties, as set forth on Exhibit N attached hereto. For
clarification
purposes, multiple parties can have responsibility for the same
Relevant
Servicing Criteria. With respect to a Servicing Function
Participant engaged by
the Master Servicer, the Securities Administrator, the Custodian or
any
Servicer, the term "Relevant Servicing Criteria" may refer to a
portion of the
Relevant Servicing Criteria applicable to such parties.
Relief Act: The Servicemembers Civil Relief Act, as it may be
amended from
time to time.
Relief Act Reduction: With respect to any Distribution Date, for
any
Mortgage Loan as to which there has been a reduction in the amount
of interest
collectible thereon for the related Collection Period as a result
of the
application of the Relief Act or comparable state legislation, the
amount, if
any, by which (i) interest collectible on such Mortgage Loan for
such Collection
Period is less than (ii) interest accrued pursuant to the terms of
the Mortgage
Note on the same principal amount and for the same period as the
interest
collectible on such Mortgage Loan for the related Collection
Period.
REMIC: A "real estate mortgage investment conduit" within the
meaning of
Section 860D of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity
date" of the
Regular Certificates as that term is defined in Section 2.07.
REMIC Provisions: Provisions of the federal income tax law relating
to real
estate mortgage investment conduits, which appear at Section 860A
through 860G
of Subchapter M of Chapter 1 of the Code, and related provisions,
and
regulations promulgated thereunder, as the foregoing may be in
effect from time
to time, as well as provisions of applicable state laws.
Remittance Date: With respect to the Mortgage Loans other than the
Mortgage
Loans serviced by Opteum, the 18th day of each month beginning in
October 2006
(or, if such day is not a Business Day, the preceding Business
Day). With
respect to the Mortgage Loans serviced by Opteum, the 19th day of
each month
beginning in October 2006 (or, if such day is not a Business Day,
the preceding
Business Day).
REO Disposition Period: As defined in Section 3.15.
REO Proceeds: Proceeds, net of any related expenses of a Servicer
received
in respect of any REO Property (including, without limitation,
proceeds from the
rental of the related Mortgaged Property), which are received prior
to the final
liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by a Servicer servicing
the
related Mortgage Loan on behalf of the Trust through foreclosure or
deed-in-lieu
of foreclosure in connection with a defaulted Mortgage Loan.
Reportable Event: As defined in Section 3.22(d).
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Reporting Servicer: As defined in Section 3.22(c)(i).
Request for Release: The Request for Release submitted by a
Servicer to the
Custodian on behalf of the Trustee, substantially in the form
attached hereto as
Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance
policy which is required to be maintained from time to time under
this Agreement
in respect of such Mortgage Loan.
Reserve Interest Rate: As defined in Section 5.10.
Residual Certificate: The Class 1-A-R Certificate.
Responsible Officer: When used with respect to the Trustee or the
Securities Administrator, any officer of the Corporate Trust
Department of the
Trustee or the Securities Administrator, as applicable, including
any Senior
Vice President, any Vice President, any Assistant Vice President,
any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any
other officer of
the Trustee or Securities Administrator, as applicable, customarily
performing
functions similar to those performed by any of the above designated
officers and
having direct responsibility for the administration of this
Agreement.
Restricted Classes: As defined in Section 5.02(d).
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., or
any successor thereto.
Sarbanes-Oxley Certification: As defined in Section 3.22(e).
Securities Administrator: Wells Fargo Bank, N.A., and its
successors-in-interest and, if a successor securities administrator
is appointed
hereunder, such successor, as securities administrator.
Security Agreement: With respect to a Cooperative Loan, the
agreement or
mortgage creating a security interest in favor of the originator of
the
Cooperative Loan in the related Cooperative Stock.
Senior Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-R,
Class
2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 3-A-1, Class
3-A-2, Class
3-A-3, Class 3-A-4, Class 4-A-1, Class 4-A-2, Class 4-A-3, Class
4-A-4, Class
5-A-1, Class 5-A-2, Class 6-A-1 and Class 6-A-2 Certificates.
Senior Credit Support Depletion Date: The date on which the
aggregate Class
Certificate Balance of the Class B Certificates has been reduced to
zero.
Senior Enhancement Percentage: For any Distribution Date, the
percentage
obtained by dividing (x) the sum of (i) the aggregate Class
Certificate Balance
of the Mezzanine Certificates before taking into account
distributions on such
Distribution Date and (ii) the
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Overcollateralization Amount as of the prior Distribution Date by
(y) the
aggregate Stated Principal Balance of the OC Mortgage Loans as of
the last day
of the related Collection Period.
Senior Overcollateralized Certificates: The Class 5-A-1, Class
5-A-2, Class
6-A-1 and Class 6-A-2 Certificates.
Senior Percentage: With respect to any Distribution Date and
Shifting
Interest Loan Group, the percentage, carried to six places rounded
up, obtained
by dividing (i) the aggregate Class Certificate Balance of the
Senior
Certificates of the Related Group immediately prior to such
Distribution Date by
(ii) the Pool Principal Balance of such Loan Group for such
Distribution Date.
Senior Prepayment Percentage: For any Shifting Interest Loan Group
and any
Distribution Date during the seven years beginning on the first
Distribution
Date, 100%. The Senior Prepayment Percentage for any Shifting
Interest Loan
Group and any Distribution Date occurring on or after the seventh
anniversary of
the first Distribution Date will, except as provided herein, be as
follows: for
any Distribution Date in the first year thereafter, the Senior
Percentage for
such Loan Group plus 70% of the Subordinate Percentage for such
Loan Group for
such Distribution Date; for any Distribution Date in the second
year thereafter,
the Senior Percentage for such Loan Group plus 60% of the
Subordinate Percentage
for such Loan Group for such Distribution Date; for any
Distribution Date in the
third year thereafter, the Senior Percentage for such Loan Group
plus 40% of the
Subordinate Percentage for such Loan Group for such Distribution
Date; for any
Distribution Date in the fourth year thereafter, the Senior
Percentage for such
Loan Group plus 20% of the Subordinate Percentage for such Loan
Group for such
Distribution Date; and for any Distribution Date in the fifth or
later years
thereafter, the Senior Percentage for such Loan Group for such
Distribution Date
unless (i) on any of the foregoing Distribution Dates the Total
Senior
Percentage for such Distribution Date exceeds the Total Senior
Percentage
calculated as of the Closing Date, in which case the Senior
Prepayment
Percentage for each Shifting Interest Loan Group for such
Distribution Date will
once again equal 100%, (ii) on any Distribution Date before the
Distribution
Date occurring in October 2009, the Total Subordinate Percentage
for such
Distribution Date is greater than or equal to twice the Total
Subordinate
Percentage calculated as of the Closing Date, in which case the
Senior
Prepayment Percentage for each Shifting Interest Loan Group for
such
Distribution Date will equal the Senior Percentage for such Loan
Group plus 50%
of the Subordinate Percentage for such Loan Group, or (iii) on any
Distribution
Date occurring on or after the Distribution Date in October 2009,
the Total
Subordinate Percentage for such Distribution Date is greater than
or equal to
twice the Total Subordinate Percentage calculated as of the Closing
Date, in
which case the Senior Prepayment Percentage for each Shifting
Interest Loan
Group for such Distribution Date will equal the Senior Percentage
for such Loan
Group. Notwithstanding the foregoing, no decrease in the share of
the applicable
Subordinate Percentage (for calculating the applicable Senior
Prepayment
Percentage for such Loan Group) will occur and the Senior
Prepayment Percentage
for such Loan Group will be calculated without regard to clause
(ii) or (iii) in
the preceding sentence unless both of the Senior Step Down
Conditions are
satisfied.
Senior Specified Enhancement Percentage: For any date, 13.30%.
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Senior Step Down Conditions: As of any Distribution Date and any
Shifting
Interest Loan Group and as to which any decrease in the Senior
Prepayment
Percentage for such Loan Group applies, (i) the outstanding
principal balance of
all Mortgage Loans in such Loan Group (including, for this purpose,
any Mortgage
Loans in foreclosure, any REO Property and any such Mortgage Loan
for which the
Mortgagor has filed for bankruptcy after the Closing Date)
delinquent 60 days or
more (averaged over the preceding six month period), as a
percentage of the
aggregate Class Certificate Balance of the Class B in the Related
Group, is not
equal to or greater than 50% or (ii) cumulative Realized Losses
with respect to
such Mortgage Loans as of the applicable Distribution Date do not
exceed the
percentages of the related Original Class B Certificate Balance set
forth below:
PERCENTAGE OF
ORIGINAL CLASS B
DISTRIBUTION DATE OCCURRING
CERTIFICATE BALANCE
--------------------------------------
-------------------
October 2006 through September 2009
20%
October 2009 through September 2014
30%
October 2014 through September 2015
35%
October 2015 through September 2016
40%
October 2016 through September 2017
45%
October 2017 and thereafter
50%
Servicer: Any of BANA, Countrywide, GreenPoint, IndyMac, Opteum and
Wells
Fargo, each in their capacity as a servicer of the Mortgage Loans,
or any
successor servicer appointed as herein provided.
Servicer Custodial Accounts: The separate accounts created and
maintained
by each of the Servicers pursuant to the applicable Servicing
Agreement.
Servicing Advance: With respect to each Servicer, shall have the
meaning
given to the term "Servicing Advances" in the applicable Servicing
Agreement.
Servicing Agreements: Any of the BANA Servicing Agreement, the
Countrywide
Servicing Agreement, the GreenPoint Servicing Agreement, the
IndyMac Servicing
Agreement, the Opteum Servicing Agreement and the Wells Fargo
Servicing
Agreement.
Servicing Criteria: The criteria set forth in paragraph (d) of Item
1122 of
Regulation AB, as such may be amended from time to time
Servicing Fee: With respect to each Servicer, as defined in the
applicable
Servicing Agreement.
Servicing Fee Rate: With respect to each Mortgage Loan, as set
forth on the
applicable Mortgage Loan Schedule.
Servicing File: With respect to each Mortgage Loan, as defined in
the
applicable Servicing Agreement.
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Servicing Function Participant: Any Subcontractor utilized by the
Master
Servicer, the Securities Administrator or the Custodian that is
"participating
in the servicing function" within the meaning of Item 1122 of
Regulation AB.
Servicing Officer: With respect to each Servicer, as defined in the
related
Servicing Agreement.
Servicing Transfer Costs: All reasonable costs and expenses of the
Master
Servicer or the Trustee, as applicable, related to any termination
of a
Servicer, appointment of a successor Servicer or the transfer and
assumption of
servicing by the Master Servicer or the Trustee, as applicable,
with respect to
any Servicing Agreement (including, without limitation, (i) all
legal costs and
expenses and all due diligence costs and expenses associated with
an evaluation
of the potential termination of the Servicer as a result of an
event of default
by such Servicer and (ii) any costs or expenses associated with the
complete
transfer of all servicing data and the completion, correction or
manipulation of
such servicing data as may be required by the Master Servicer or
the Trustee, as
applicable, to correct any errors or insufficiencies in the
servicing data or
otherwise to enable the Master Servicer or the Trustee, as
applicable, to
service the Mortgage Loans properly and effectively).
Shifting Interest Accrued Certificate Interest: For any
Distribution Date
and each Class of Shifting Interest Certificates, one month's
interest accrued
during the related Interest Accrual Period at the applicable
Pass-Through Rate
on the applicable Class Certificate Balance or Notional Amount.
Shifting Interest Certificates: The Class 1-A-1, Class 1-A-2, Class
1-A-R,
Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 3-A-1,
Class 3-A-2,
Class 3-A-3, Class 3-A-4, Class 4-A-1, Class 4-A-2, Class 4-A-3,
Class 4-A-4,
Class B-1, Class B-2, Class B-3, Class B-3, Class B-4, Class B-5
and Class B-6
Certificates.
Shifting Interest Group: Any of Group 1, Group 2, Group 3 or Group
4.
Shifting Interest Loan Group: Any of Loan Group 1, Loan Group 2,
Loan Group
3 and Loan Group 4.
Shifting Interest Lower-Tier Certificate Sub-Account: The
sub-account of
the Certificate Account designated by the Securities Administrator
pursuant to
Section 3.09(h).
Shifting Interest Lower-Tier Distribution Amount: As defined in
Section
5.02(a) hereof.
Shifting Interest Lower-Tier REMIC: As defined in the Preliminary
Statement, the assets of which consist of the Group 1, Group 2,
Group 3 and
Group 4 Mortgage Loans, such amounts as shall be held in the
Shifting Interest
Lower-Tier Certificate Sub-Account, the insurance policies, if any,
relating to
a Group 1, Group 2, Group 3 or Group 4 Mortgage Loan and property
which secured
a Group 1, Group 2, Group 3 or Group 4 Mortgage Loan and which has
been acquired
by foreclosure or deed in lieu of foreclosure.
Shifting Interest Middle-Tier Certificate Sub-Account: The
sub-account of
the Certificate Account designated by the Securities Administrator
pursuant to
Section 3.09(h).
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Shifting Interest Middle-Tier Distribution Amount: As defined in
Section
5.02(a) hereof.
Shifting Interest Middle-Tier REMIC: As defined in the Preliminary
Statement, the assets of which consist of the Shifting Interest
Lower-Tier
Regular Interests and such amounts as shall be deemed held in the
Shifting
Interest Middle-Tier Certificate Sub-Account.
Shifting Interest Mortgage Loans: The Group 1 Mortgage Loans, Group
2
Mortgage Loans, Group 3 Mortgage Loans and Group 4 Mortgage Loans.
Shifting Interest Senior Principal Distribution Amount: As to any
Distribution Date and Shifting Interest Loan Group, the sum of (i)
the Senior
Percentage for such Loan Group of the amounts described in clauses
(i)(a)
through (d) of the definition of "Principal Amount" for such
Distribution Date
and Loan Group and (ii) the Senior Prepayment Percentage for such
Loan Group of
the amounts described in clauses (i)(e) and (f) and the amount
described in
clause (ii) of the definition of "Principal Amount" for such
Distribution Date
and Loan Group.
Shifting Interest Upper-Tier Certificate Sub-Account: The
sub-account of
the Certificate Account designated by the Securities Administrator
pursuant to
Section 3.09(h).
Shifting Interest Upper-Tier Interests: The REMIC regular interests
in the
Shifting Interest Upper-Tier REMIC as set forth and designated in
the
Preliminary Statement.
Shifting Interest Upper-Tier REMIC: As defined in the Preliminary
Statement, the assets of which consist of the Uncertificated
Shifting Interest
Middle-Tier Interests and such amounts as shall be deemed held in
the Shifting
Interest Upper-Tier Certificate Sub-Account.
Similar Law: As defined in Section 6.02(e).
Six-Month LIBOR Index: A rate per annum that is defined to be the
average
of interbank offered rates for six-month U.S. dollar-denominated
deposits in the
London market, as published in The Wall Street Journal and most
recently
available either (i) as of the first Business Day in the month
preceding the
month of the applicable Rate Adjustment Date or (ii) up to the date
45 days
before the applicable Rate Adjustment Date.
Sponsor: Bank of America, National Association, a national banking
association, or its successor in interest, as seller of the
Mortgage Loans under
the Mortgage Loan Purchase Agreement.
Stated Principal Balance: As to any Mortgage Loan and Due Date, the
unpaid
principal balance of such Mortgage Loan as of such date as
specified in the
amortization schedule at the time relating thereto (before any
adjustment to
such amortization schedule by reason of any moratorium or similar
waiver or
grace period) after giving effect to any previous partial Principal
Prepayments
and Liquidation Proceeds allocable to principal (other than with
respect to any
Liquidated Mortgage Loan) and to the payment of principal due on
such Due Date
and irrespective of any delinquency in payment by the related
Mortgagor, and
after giving effect to any Deficient Valuation.
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Stepdown Date: The earlier to occur of (i) the Distribution Date on
which
the aggregate Class Certificate Balance of the Senior
Overcollateralized
Certificates is reduced to zero and (ii) the later to occur of (x)
the
Distribution Date in October 2009 and (y) the Distribution Date on
which the
Senior Enhancement Percentage is greater than or equal to the
Senior Specified
Enhancement Percentage.
Subcontractor: Any vendor, subcontractor or other Person that is
not
responsible for the overall servicing of Mortgage Loans but
performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with
respect to
Mortgage Loans under the direction or authority of the Master
Servicer, the
Securities Administrator or the Custodian.
Subordinate Balance Ratio: As of any date of determination and the
Shifting
Interest Lower-Tier Interests, the ratio among the principal
balances of the
Class 1-LS Interest, Class 2-LS Interest, Class 3-LS Interest and
Class 4-LS
Interest equal to the ratio among the Group Subordinate Amounts of
Loan Group 1,
Loan Group 2, Loan Group 3 and Loan Group 4.
Subordinate Percentage: As of any Distribution Date and Shifting
Interest
Loan Group, 100% minus the Senior Percentage for such Loan Group
for such
Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date and
Shifting
Interest Loan Group, 100% minus the Senior Prepayment Percentage
for such Loan
Group and such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution
Date and Shifting Interest Loan Group, an amount equal to the sum
of (a) the
Subordinate Percentage for such Loan Group of the amounts described
in clauses
(i)(a) through (d) of the definition of "Principal Amount" for such
Distribution
Date and Loan Group and (b) the Subordinate Prepayment Percentage
for such Loan
Group of the amounts described in clauses (i)(e) and (f) and the
amount
described in clause (ii) of the definition of "Principal Amount"
for such
Distribution Date and Loan Group.
Subordinated Applied Realized Loss Amount: With respect to each
Distribution Date, the excess, if any, of (a) the aggregate of the
Class
Certificate Balances of the Overcollateralized Certificates (after
taking into
account the distribution of the Principal Distribution Amount on
such
Distribution Date and any increase in the Class Certificate Balance
of a Class
of Overcollateralized Certificates as a result of Recoveries) over
(b) the
aggregate Stated Principal Balance of the OC Mortgage Loans as of
the last day
of the related Collection Period.
Substitute Mortgage Loan: A Mortgage Loan substituted for a
Defective
Mortgage Loan which must, on the date of such substitution (i) have
a Stated
Principal Balance, after deduction of the principal portion of the
Monthly
Payment due in the month of substitution, not in excess of the
Stated Principal
Balance of the Defective Mortgage Loan; (ii) have a Net Mortgage
Interest Rate
not less than, and not more than 2% greater than that of the
Defective Mortgage
Loan; (iii) be of the same type as the Defective Mortgage Loan;
(iv) have a
Loan-to-Value Ratio not higher than that of the Defective Mortgage
Loan; (v)
have a credit score not less than that of the Defective Mortgage
Loan; (vi) have
a Gross Margin not less than that of the Defective Mortgage Loan;
(vii) have a
credit grade not lower in quality than that of the Defective
Mortgage Loan;
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(viii) have a remaining term to maturity not greater than (and not
more than one
(1) year less than) that of the Defective Mortgage Loan; (ix) have
the same lien
priority as the Defective Mortgage Loan; (x) have the same Index as
the
Defective Mortgage Loan; and (xi) comply with each Mortgage Loan
representation
and warranty set forth in the Mortgage Loan Purchase Agreement, the
Servicing
Agreements and this Agreement. More than one Substitute Mortgage
Loan may be
substituted for a Defective Mortgage Loan if such Substitute
Mortgage Loans meet
the foregoing attributes in the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
Super Senior Support Realized Loss Amortization Amount: As to the
Super
Senior Support Overcollateralized Certificates and as of any
Distribution Date,
the lesser of (x) the Unpaid Realized Loss Amount for the Super
Senior Support
Overcollateralized Certificates as of such Distribution Date and
(y) the excess
of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the
amounts
described in Section 5.03(c)(i)(A) and (B) hereof, in each case for
such
Distribution Date.
Supplemental Interest Trust: The trust created pursuant to Section
5.12 of
this Agreement and designated as the "Supplemental Interest Trust,"
consisting
of the Interest Rate Agreements, the Class Swap-IO Interest, the
Supplemental
Interest Trust Trustee's rights under the Interest Rate Agreements,
the Interest
Rate Floor Account, the Swap Account, the Rate Cap Carryover
Reserve Account and
the right to receive payments in respect of the Class IO
Distribution Amount.
The Supplemental Interest Trust is not an asset of any REMIC
created hereunder.
Supplemental Interest Trust Trustee: Wells Fargo Bank, N.A., or any
successor Supplemental Interest Trust Trustee appointed as herein
provided.
Swap Account: The Eligible Account or Accounts created and
maintained
pursuant to Section 5.12.
Swap LIBOR: A per annum rate equal to the floating rate payable by
the Swap
Provider under the Interest Rate Swap Agreement.
Swap Notional Amount: With respect to each Distribution Date, the
related
notional amount set forth on Schedule A of the Interest Rate Swap
Agreement.
Swap Provider: The Bank of New York.
Swap Termination Payment: Any payment payable by the Supplemental
Interest
Trust or the Swap Provider upon termination of the Interest Rate
Swap Agreement
as a result of an Event of Default (as defined in the Interest Rate
Swap
Agreement) or a Termination Event (as defined in the Interest Rate
Swap
Agreement).
Targeted Overcollateralization Amount: As of any Distribution Date
(x)
prior to the Stepdown Date, 0.35% of the aggregate Stated Principal
Balance of
the OC Mortgage Loans on the Cut-off Date and (y) on and after the
Stepdown
Date, (i) if a Trigger Event has not occurred, the greater of (A)
0.70% of the
aggregate Stated Principal Balance of the OC Mortgage Loans as
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of last day of the related Collection Period and (B) 0.35% of the
aggregate
Stated Principal Balance of the OC Mortgage Loans on the Cut-off
Date and (ii)
if a Trigger Event has occurred, the Targeted Overcollateralization
Amount for
the immediately preceding Distribution Date.
Tax Matters Person: Any person designated as "tax matters person"
in
accordance with Section 5.07 and the manner provided under Treasury
Regulation
Section 1.860F-4(d) and Treasury Regulation Section
301.6231(a)(7)-1.
Telerate Page 3750: The display page currently so designated on the
Reuters
Telerate Service (or such other page as may replace the Telerate
Page 3750 page
on that service for the purpose of displaying London interbank
offered rates of
major banks).
Total Senior Percentage: With respect to any Distribution Date, the
percentage, carried six places rounded up, obtained by dividing (x)
the
aggregate Class Certificate Balance of the Senior Certificates of
the Shifting
Interest Groups by (y) the aggregate Pool Principal Balance for all
Shifting
Interest Loan Groups with respect to such Distribution Date.
Total Subordinate Percentage: With respect to any Distribution
Date, the
percentage, carried six places rounded up, obtained by dividing (x)
the
aggregate Class Certificate Balance of the Class B Certificates by
(y) the
aggregate Pool Principal Balance for all Shifting Interest Loan
Groups with
respect to such Distribution Date.
Treasury Regulations: The final and temporary regulations
promulgated under
the Code by the U.S. Department of the Treasury.
Trigger Event: With respect to any Distribution Date, if (i) the
three-month rolling average of 60+ Day Delinquent Loans equals or
exceeds 40.00%
of the Senior Enhancement Percentage or (ii) the aggregate amount
of Realized
Losses incurred on the OC Mortgage Loans since the Cut-off Date
through the last
day of the related Collection Period (reduced by the aggregate
amount of
Recoveries related to the OC Mortgage Loans received since the
Cut-off Date
through the last day of the related Collection Period on the OC
Mortgage Loans)
divided by the aggregate Cut-off Date Pool Principal Balance for
Loan Group 5
and Loan Group 6 exceeds the applicable percentages set forth below
with respect
to such Distribution Date:
Distribution Date Occurring In
Percentage
-----------------------------------
------------------------------------------
October 2008 through September 2009
0.20% for the first month, plus an
additional 1/12th of 0.25% for each month
thereafter
October 2009 through September 2010
0.45% for the first month, plus an
additional 1/12th of 0.30% for each month
thereafter
October 2010 through June 2011
0.75% for the first month, plus an
additional 1/12th of 0.35% for each month
thereafter
July 2011 through September 2011
1.00%
October 2011 through March 2012
1.10% for the first month, plus an
additional 1/12th of 0.20% for each
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month thereafter
April 2012 through September 2012
1.20%
October 2012 and thereafter
1.25%
Trust: The trust created by this Agreement, which shall be named
the "Banc
of America Funding 2006-H Trust."
Trust Estate: The segregated pool of assets subject hereto,
constituting
the primary trust created hereby and to be administered hereunder,
with respect
to a portion of which six REMIC elections are to be made, such
entire Trust
Estate consisting of: (i) such Mortgage Loans as from time to time
are subject
to this Agreement, together with the Mortgage Files relating
thereto, and
together with all collections thereon and proceeds thereof, (ii)
any REO
Property, together with all collections thereon and proceeds
thereof, (iii) the
Trustee's rights with respect to the Mortgage Loans under all
insurance policies
required to be maintained pursuant to this Agreement and any
proceeds thereof,
(iv) the right to receive amounts, if any, payable on behalf of any
Mortgagor
from the Buy-Down Account relating to any Buy-Down Mortgage Loan,
(v) the
Depositor's rights under the Servicing Agreements and the Mortgage
Loan Purchase
Agreement (including any security interest created thereby) and
(vi) the
Servicer Custodial Accounts, the Master Servicer Custodial Account,
the
Investment Account, the Cap Carryover Reserve Account, and the
Certificate
Account and such assets that are deposited therein from time to
time and any
investments thereof, together with any and all income, proceeds and
payments
with respect thereto. The Buy-Down Account shall not be part of the
Trust
Estate.
Trustee: U.S. Bank National Association, and its
successors-in-interest
and, if a successor trustee is appointed hereunder, such successor,
as trustee.
Uncertificated Accrued Interest: With respect to each
Uncertificated
Lower-Tier II Regular Interest or Uncertificated Middle-Tier II
Regular Interest
on each Distribution Date, an amount equal to one month's interest
at the
related Uncertificated Lower-Tier II REMIC Pass-Through Rate or
Uncertificated
Middle-Tier II REMIC Pass-Through Rate on the Uncertificated
Balance or
Uncertificated Notional Amount of such Uncertificated Lower-Tier II
Regular
Interest or Uncertificated Middle-Tier II Regular Interest. With
respect to each
Upper-Tier II Regular Interest on each Distribution Date, an amount
equal to one
month's interest at such Interest Rate on the related Class
Certificate Balance,
Uncertificated Notional Amount or Notional Amount, as applicable.
In the case of
each Lower-Tier II Regular Interest, Uncertificated Middle-Tier II
Regular
Interest or Upper-Tier II Regular Interest, Uncertificated Accrued
Interest will
be reduced by any Relief Act Reductions (allocated to such
Uncertificated
Lower-Tier II Regular Interest, Uncertificated Middle-Tier II
Regular Interest
or Upper-Tier II Regular Interest based on their respective
entitlements to
interest irrespective of any Relief Act Reductions for such
Distribution Date).
With respect to each Uncertificated Shifting Interest Lower-Tier
Regular
Interest or Uncertificated Shifting Interest Middle-Tier Regular
Interest on
each Distribution Date, an amount equal to one month's interest at
the related
Uncertificated Shifting Interest Lower-Tier REMIC Pass-Through Rate
on the
Uncertificated Balance of such Uncertificated Shifting Interest
Lower-Tier
Regular Interest or Uncertificated Shifting Interest Middle-Tier
Regular
Interest. With respect to each Shifting Interest Upper-Tier Regular
Interest on
each Distribution Date, an amount equal to one month's interest at
the
Certificate Interest Rate on the related Class Certificate Balance.
In the case
of each Uncertificated Shifting Interest Lower-Tier Regular
Interest,
Uncertificated Shifting Interest Middle-Tier Regular Interest or
Shifting
Interest Upper-Tier Regular Interest, Uncertificated Accrued
Interest will be
reduced by any Non-Supported Interest Shortfalls and any Relief Act
Reductions,
allocated to such Uncertificated Shifting Interest Lower-Tier
Regular Interest,
Uncertificated Shifting Interest Middle-Tier Regular Interest or
Shifting
Interest Upper-Tier Regular Interest based on their respective
entitlements to
interest irrespective of any Non-Supported Interest Shortfalls or
Relief Act
Reductions for such Distribution Date.
Uncertificated Balance: The principal amount of any Uncertificated
Lower-Tier II Regular Interest, Uncertificated Middle-Tier II
Regular Interest
(other than the Class MRII-IO Interest)or Upper-Tier II Regular
Interest
outstanding as of any date of determination. As of the Closing
Date, the
Uncertificated Balance of each Uncertificated Lower-Tier II Regular
Interest,
Uncertificated Middle-Tier II Regular Interest (other than the
Class MRII-IO
Interest) or Upper-Tier II Regular Interest shall equal the amount
set forth in
the Preliminary Statement hereto as its initial Uncertificated
Balance. On each
Distribution Date, the Uncertificated Balance of each
Uncertificated Lower-Tier
II Regular Interest, Uncertificated Middle-Tier II Regular Interest
(other than
the Class MRII-IO Interest) or Upper-Tier II Regular Interest shall
be reduced
by all
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distributions of principal made on such Uncertificated Lower-Tier
II Regular
Interest or Uncertificated Middle-Tier II Regular Interest on such
Distribution
Date pursuant to Section 5.03 and, if and to the extent necessary
and
appropriate, shall be further reduced on such Distribution Date by
Realized
Losses as provided in Section 5.04. The Uncertificated Balance of
the Class
MRII-ZZ Interest shall be increased by interest deferrals as
provided in Section
5.03. The Uncertificated Balance of each Uncertificated Lower-Tier
II Regular
Interest or Uncertificated Middle-Tier II Regular Interest shall
never be less
than zero.
With respect to each Uncertificated Shifting Interest Lower-Tier
Regular
Interest or Uncertificated Shifting Interest Middle-Tier Regular
Interest, the
amount of such Uncertificated Shifting Interest Lower-Tier Regular
Interest or
Uncertificated Shifting Interest Middle-Tier Regular Interest
outstanding as of
any date of determination. As of the Closing Date, the
Uncertificated Balance of
each Uncertificated Shifting Interest Lower-Tier Regular Interest
or
Uncertificated Shifting Interest Middle-Tier Regular Interest shall
equal the
amount set forth in the Preliminary Statement hereto as its initial
Uncertificated Balance. On each Distribution Date, the
Uncertificated Balance of
each Uncertificated Shifting Interest Lower-Tier Regular Interest
or
Uncertificated Shifting Interest Middle-Tier Regular Interest shall
be reduced
by all distributions of principal made on such Uncertificated
Shifting Interest
Lower-Tier Regular Interest or Uncertificated Shifting Interest
Middle-Tier
Regular Interest on such Distribution Date pursuant to Section 5.02
and, if and
to the extent necessary and appropriate, shall be further reduced
on such
Distribution Date by Realized Losses as provided in Section 5.04.
The
Uncertificated Balance of each Uncertificated Shifting Interest
Lower-Tier
Regular Interest or Uncertificated Shifting Interest Middle-Tier
Regular
Interest shall never be less than zero.
Uncertificated Lower-Tier II Interests: The Uncertificated
Lower-Tier II
Regular Interests and the II-LR interest, which represents the sole
class of
residual interest in the Lower-Tier II REMIC.
Uncertificated Lower-Tier II Regular Interest: A regular interest
in the
Lower-Tier II REMIC which is held as an asset of the Middle-Tier II
REMIC and is
entitled to monthly distributions as provided in Section 5.03
hereof.
Uncertificated Lower-Tier II REMIC Pass-Through Rate: With respect
to the
Class LRII-I Interest, a per annum rate equal to the weighted
average of the Net
Mortgage Interest Rates of the OC Mortgage Loans. With respect to
each
Uncertificated Lower-Tier II Regular Interest ending with the
designation "A," a
per annum rate equal to the weighted average of the Net Mortgage
Interest Rates
of the OC Mortgage Loans multiplied by 2, subject to a maximum rate
of the Fixed
Payer Rate multiplied by 2. With respect to each Uncertificated
Lower-Tier II
Regular Interest ending with the designation "B," a per annum rate
equal to the
excess, if any, of (i) 2 multiplied by the weighted average of the
Net Mortgage
Interest Rates of the OC Mortgage Loans over (ii) the Fixed Payer
Rate
multiplied by 2 (or 0.00% if there is no such excess).
Uncertificated Middle-Tier II Interests: The Uncertificated
Middle-Tier II
Regular Interests and the II-MR interest, which represents the sole
class of
residual interest in the Middle-Tier II REMIC.
Uncertificated Middle-Tier II Regular Interest: A regular interest
in the
Middle-Tier II REMIC which is held as an asset of the Upper-Tier II
REMIC and is
entitled to monthly distributions as provided in Section 5.03
hereof. Any of the
Class MRII-5-A-1 Interest, the Class MRII-5-A-2 Interest, the Class
MRII-6-A-1
Interest, the Class MRII-6-A-2 Interest, the Class MRII-M-1
Interest, the Class
MRII-M-2 Interest, the Class MRII-M-3 Interest, the Class MRII-M-4
Interest, the
Class MRII-M-5 Interest, the Class MRII-M-6 Interest, the Class
MRII-M-7
Interest, the MRII-M-8 Interest, the Class MRII-ZZ Interest, the
Class MRII-IO
Interest and the Class MRII-P Interest are Uncertificated
Middle-Tier II Regular
Interests.
Uncertificated Middle-Tier II REMIC Pass-Through Rate: With respect
to the
Class MRII-5-A-1 Interest, the Class MRII-5-A-2 Interest, the Class
MRII-6-A-1
Interest, the Class MRII-6-A-2 Interest, the Class MRII-M-1
Interest, the Class
MRII-M-2 Interest, the Class MRII-M-3 Interest, the Class MRII-M-4
Interest, the
Class MRII-M-5 Interest, the Class MRII-M-6 Interest, the Class
MRII-M-7
Interest, the Class MRII-M-8 Interest, the Class MRII-ZZ Interest
and the Class
MRII-P Interest, a per annum rate (but not less than zero) equal to
the weighted
average of: (x) with respect to the Class LRII-I Interest and each
Uncertificated Lower-Tier II Interest ending with the designation
"B," the
weighted average of the Uncertificated Lower-Tier II REMIC
Pass-Through Rates
for such Uncertificated Lower-Tier II Regular Interests, weighted
on the basis
of the Uncertificated Balances of such Uncertificated Lower-Tier II
Regular
Interests for each such Distribution Date and (y) with respect to
Uncertificated
Lower-Tier II Interests ending with the designation "A," for each
Distribution
Date listed below, the weighted average of the rates listed below
for each such
Uncertificated Lower-Tier II Regular Interest listed below,
weighted on the
basis of the Uncertificated Balances of each such Uncertificated
Lower-Tier II
Interest for each such Distribution Date:
-68-
DISTRIBUTION
DATE
UNCERTIFICATED LOWER-TIER II INTEREST
RATE
------------
-------------------------------------
--------------------------------------------------------
1
LRII-1-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
2
LRII-2-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
3
LRII-3-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A and LRII-2-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
4
LRII-4-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-3-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
5
LRII-5-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-4-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
6
LRII-6-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-5-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
7
LRII-7-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-6-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
8
LRII-8-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-7-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
9
LRII-9-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-8-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
10
LRII-10-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-9-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
11
LRII-11-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-10-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
12
LRII-12-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-11-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
13
LRII-13-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-12-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
14
LRII-14-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
-69-
DISTRIBUTION
DATE
UNCERTIFICATED LOWER-TIER II INTEREST
RATE
------------
-------------------------------------
--------------------------------------------------------
LRII-1-A through LRII-13-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
15
LRII-15-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-14-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
16
LRII-16-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-15-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
17
LRII-17-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-16-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
18
LRII-18-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-17-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
19
LRII-19-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-18-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
20
LRII-20-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-19-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
21
LRII-21-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-20-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
22
LRII-22-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-21-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
23
LRII-23-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-22-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
24
LRII-24-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-23-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
25
LRII-25-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-24-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
26
LRII-26-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-25-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
27
LRII-27-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-26-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
-70-
DISTRIBUTION
DATE
UNCERTIFICATED LOWER-TIER II INTEREST
RATE
------------
-------------------------------------
--------------------------------------------------------
28
LRII-28-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-27-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
29
LRII-29-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-28-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
30
LRII-30-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-29-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
31
LRII-31-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-30-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
32
LRII-32-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-31-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
33
LRII-33-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-32-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
34
LRII-34-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-33-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
35
LRII-35-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-34-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
36
LRII-36-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-35-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
37
LRII-37-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-36-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
38
LRII-38-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-37-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
39
LRII-39-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-38-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
40
LRII-40-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-39-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
41
LRII-41-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
-71-
DISTRIBUTION
DATE
UNCERTIFICATED LOWER-TIER II INTEREST
RATE
------------
-------------------------------------
--------------------------------------------------------
LRII-1-A through LRII-40-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
42
LRII-42-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-41-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
43
LRII-43-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-42-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
44
LRII-44-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-43-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
45
LRII-45-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-44-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
46
LRII-46-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-45-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
47
LRII-47-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-46-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
48
LRII-48-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-47-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
49
LRII-49-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-48-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
50
LRII-50-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-49-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
51
LRII-51-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-50-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
52
LRII-52-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-51-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
53
LRII-53-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-52-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
54
LRII-54-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-53-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
-72-
DISTRIBUTION
DATE
UNCERTIFICATED LOWER-TIER II INTEREST
RATE
------------
-------------------------------------
--------------------------------------------------------
55
LRII-55-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-54-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
56
LRII-56-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-55-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
57
LRII-57-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-56-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
58
LRII-58-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-57-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
59
LRII-59-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-58-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
60
LRII-60-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-59-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
61
LRII-61-A through LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-60-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
62
LRII-62-A and LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-61-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
63
LRII-63-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRII-1-A through LRII-62-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
thereafter
LRII-1-A through LRII-63-A
Uncertificated Lower-Tier II REMIC Pass-Through Rate
With respect to the Class MRII-IO Interest and (i) the first
Distribution
Date through the 63rd Distribution Date, the excess, if any, of (x)
the weighted
average of the Uncertificated Lower-Tier II REMIC Pass-Through
Rates for
Uncertificated Lower-Tier II Interests including the designation
"A," over (y) 2
multiplied by Swap LIBOR (or 0.00% if there is no such excess) and
(ii)
thereafter, 0.00%.
Uncertificated Notional Amount: With respect to the Class MRII-IO
Interest
and each Distribution Date listed below, a notional amount equal to
the
aggregate Uncertificated Balance of the Uncertificated Lower-Tier
II Interests
ending with the designation "A" listed below:
DISTRIBUTION
DATE
UNCERTIFICATED LOWER-TIER II INTERESTS
------------
--------------------------------------
1
LRII-1-A through LRII-63-A
2
LRII-2-A through LRII-63-A
-73-
DISTRIBUTION
DATE
UNCERTIFICATED LOWER-TIER II INTERESTS
------------
--------------------------------------
3
LRII-3-A through LRII-63-A
4
LRII-4-A through LRII-63-A
5
LRII-5-A through LRII-63-A
6
LRII-6-A through LRII-63-A
7
LRII-7-A through LRII-63-A
8
LRII-8-A through LRII-63-A
9
LRII-9-A through LRII-63-A
10
LRII-10-A through LRII-63-A
11
LRII-11-A through LRII-63-A
12
LRII-12-A through LRII-63-A
13
LRII-13-A through LRII-63-A
14
LRII-14-A through LRII-63-A
15
LRII-15-A through LRII-63-A
16
LRII-16-A through LRII-63-A
17
LRII-17-A through LRII-63-A
18
LRII-18-A through LRII-63-A
19
LRII-19-A through LRII-63-A
20
LRII-20-A through LRII-63-A
21
LRII-21-A through LRII-63-A
22
LRII-22-A through LRII-63-A
23
LRII-23-A through LRII-63-A
24
LRII-24-A through LRII-63-A
25
LRII-25-A through LRII-63-A
26
LRII-26-A through LRII-63-A
27
LRII-27-A through LRII-63-A
28
LRII-28-A through LRII-63-A
29
LRII-29-A through LRII-63-A
30
LRII-30-A through LRII-63-A
31
LRII-31-A through LRII-63-A
32
LRII-32-A through LRII-63-A
33
LRII-33-A through LRII-63-A
34
LRII-34-A through LRII-63-A
35
LRII-35-A through LRII-63-A
36
LRII-36-A through LRII-63-A
37
LRII-37-A through LRII-63-A
38
LRII-38-A through LRII-63-A
39
LRII-39-A through LRII-63-A
40
LRII-40-A through LRII-63-A
41
LRII-41-A through LRII-63-A
42
LRII-42-A through LRII-63-A
43
LRII-43-A through LRII-63-A
44
LRII-44-A through LRII-63-A
45
LRII-45-A through LRII-63-A
46
LRII-46-A through LRII-63-A
47
LRII-47-A through LRII-63-A
48
LRII-48-A through LRII-63-A
49
LRII-49-A through LRII-63-A
50
LRII-50-A through LRII-63-A
51
LRII-51-A through LRII-63-A
52
LRII-52-A through LRII-63-A
53
LRII-53-A through LRII-63-A
54
LRII-54-A through LRII-63-A
55
LRII-55-A through LRII-63-A
56
LRII-56-A through LRII-63-A
57
LRII-57-A through LRII-63-A
58
LRII-58-A through LRII-63-A
59
LRII-59-A through LRII-63-A
60
LRII-60-A through LRII-63-A
61
LRII-61-A through LRII-63-A
62
LRII-62-A and LRII-63-A
-74-
DISTRIBUTION
DATE
UNCERTIFICATED LOWER-TIER II INTERESTS
------------
--------------------------------------
63
LRII-63-A
Thereafter
$0.00
With respect to the Class Swap-IO Interest and any Distribution
Date, an
amount equal to the Uncertificated Notional Amount of the Class
MRII-IO
Interest.
Uncertificated Shifting Interest Lower-Tier Interest: A regular
interest in
the Shifting Interest Lower-Tier REMIC which is held as an asset of
the Shifting
Interest Middle-Tier REMIC and is entitled to monthly distributions
as provided
in Section 5.02 hereof. Any of the Class 1-L Interest, Class 1-LS
Interest,
Class 2-L Interest, Class 2-LS Interest, Class 3-L Interest, Class
3-LS
Interest, Class 4-L Interest and Class 4-LS Interest are
Uncertificated Shifting
Interest Lower-Tier Interests.
Uncertificated Shifting Interest Lower-Tier REMIC Pass-Through
Rate: With
respect to the Class 1-L Interest and the Class 1-LS Interest, the
Net WAC for
the Group 1 Mortgage Loans. With respect to the Class 2-L Interest
and the Class
2-LS Interest, the Net WAC for the Group 2 Mortgage Loans. With
respect to the
Class 3-L Interest and the Class 3-LS Interest, the Net WAC for the
Group 3
Mortgage Loans. With respect to the Class 4-L Interest and the
Class 4-LS
Interest, the Net WAC for the Group 4 Mortgage Loans.
Uncertificated Shifting Interest Middle-Tier Interests: The
Uncertificated
Shifting Interest Middle-Tier Regular Interests and the SI-MR
interest, which
represents the sole class of residual interest in the Shifting
Interest
Middle-Tier REMIC.
Uncertificated Shifting Interest Middle-Tier Regular Interest: A
regular
interest in the Shifting Interest Middle-Tier REMIC which is held
as an asset of
the Shifting Interest Upper-Tier REMIC and is entitled to monthly
distributions
as provided in Section 5.02 hereof. Any of the Class MRI-1-A-1
Interest, Class
MRI-1-A-R Interest, Class MRI-2-A-1 Interest, Class MRI-2-A-2
Interest, Class
MRI-3-A-1 Interest, Class MRI-3-A-2 Interest, Class MRI-4-A-1
Interest, Class
MRI-4-A-2 Interest, Class MRI-B-1 Interest, Class MRI-B-2 Interest,
Class
MRI-B-3 Interest, Class MRI-B-4 Interest, Class MRI-B-5 Interest
and Class
MRI-B-6 Interest are Uncertificated Shifting Interest Middle-Tier
Regular
Interests.
Uncertificated Shifting Interest Middle-Tier REMIC Pass-Through
Rate: With
respect to the Class MRI-1-A-1 Interest and Class MRI-1-A-R
Interest, the
weighted average of the Class 1-L Interest and the Class 1-LS
Interest. With
respect to the Class MRI-2-A-1 Interest and Class MRI-2-A-2
Interest, the
weighted average of the Class 2-L Interest and the Class 2-LS
Interest. With
respect to the Class MRI-3-A-1 Interest and Class MRI-3-A-2
Interest, the
weighted average of the Class 3-L Interest and the Class 3-LS
Interest. With
respect to the Class MRI-4-A-1 Interest and Class MRI-4-A-2
Interest, the
weighted average of the Class 4-L Interest and the Class 4-LS
Interest. With
respect to the Class MRI-B-1 Interest, Class MRI-B-2 Interest,
Class MRI-B-3
Interest, Class MRI-B-4 Interest, Class MRI-B-5 Interest and Class
MRI-B-6
Interest, the weighted average of the Class 1-LS Interest, the
Class 2-LS
Interest, the Class 3-LS Interest and the Class 4-LS Interest.
Undercollateralized Amount: As defined in Section 5.02(b)(vii).
Undercollateralized Group: As defined in Section 5.02(b)(vii).
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Underwriter's Exemption: An exemption listed in footnote 1 of, and
as
amended by, Prohibited Transaction Exemption 2002-41, 67 Fed Reg
54487 (August
22, 2002) and any successor exemption.
Unpaid Realized Loss Amount: For the Class 5-A-2 Certificates,
Class 6-A-2
Certificates and any Class of Mezzanine Certificates and as to any
Distribution
Date, the excess of (x) the aggregate Applied Realized Loss Amounts
allocated to
such Class for all prior Distribution Dates over (y) the sum of (a)
the
cumulative amount of any Recoveries allocated to such Class, (b)
the aggregate
Realized Loss Amortization Amounts with respect to such Class for
all prior
Distribution Dates and (c) the cumulative amount of Unpaid Realized
Loss Amounts
reimbursed to such class for all prior Distribution Dates from the
Supplemental
Interest Trust.
Upper-Tier II Interests: The Uncertificated Upper-Tier II Regular
Interests
and the II-UR interest, which represents the sole class of residual
interest in the Upper-Tier II REMIC.
Upper-Tier II Certificate Sub-Account: The sub-account of the
Certificate
Account designated by the Securities Administrator pursuant to
Section 3.09(h).
Upper-Tier II Regular Interest: Any of the regular interests in the
Upper-Tier II REMIC listed in the Preliminary Statement, the
ownership of which
is represented, in part, by the Overcollateralized Certificates and
the Class
Swap-IO Interest.
Upper-Tier II REMIC: As defined in the Preliminary Statement, the
assets of
which consist of the Uncertificated Middle-Tier II Interests and
such amounts as
shall be deemed held in the Upper-Tier II Certificate Sub-Account.
Upper-Tier II REMIC Net WAC Rate: For federal income tax purposes,
for any
Distribution Date with respect to the Uncertificated Upper-Tier II
Regular
Interests, the ownership of which is represented by the Offered
Overcollateralized Certificates, the weighted average (adjusted for
the actual
number of days elapsed in the related Interest Accrual Period) of
the
Uncertificated Middle-Tier II Pass-Through Rate on the
Uncertificated
Middle-Tier II Regular Interests (other than the Class MRII-IO
Interest),
weighted on the basis of the Uncertificated Balance of each such
Uncertificated
Middle-Tier II Regular Interests.
U.S. Person: A citizen or resident of the United States, a
corporation or
partnership (unless, in the case of a partnership, Treasury
Regulations are
adopted that provide otherwise) created or organized in or under
the laws of the
United States, any state thereof or the District of Columbia,
including an
entity treated as a corporation or partnership for federal income
tax purposes,
an estate whose income is subject to United States federal income
tax regardless
of its source, or a trust if a court within the United States is
able to
exercise primary supervision over the administration of such trust,
and one or
more such U.S. Persons have the authority to control all
substantial decisions
of such trust (or, to the extent provided in applicable Treasury
Regulations,
certain trusts in existence on August 20, 1996 which are eligible
to elect to be
treated as U.S. Persons).
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Voting Rights: The portion of the voting rights of all of the
Certificates
which is allocated to any Certificate. As of any date of
determination, (a) 95%
of all Voting Rights shall be allocated to the Holders of the
Senior
Certificates (other than the Class 1-A-R, Class 3-A-3 and Class
4-A-3
Certificates), the Class B Certificates and the Mezzanine
Certificates in
proportion to the Certificate Balances of their respective
Certificates, (b) 1%
of all Voting Rights shall be allocated to the Holders of the Class
3-A-3
Certificates, (c) 1% of all Voting Rights shall be allocated to the
Holders of
the Class 4-A-3 Certificates, (d) 1% of all Voting Rights shall be
allocated to
the Holder of the Class 1-A-R Certificates, (e) 1% of all Voting
Rights shall be
allocated to the Holder of the Class CE Certificate and (f) 1% of
all Voting
Rights shall be allocated to the Holder of the Class P Certificate.
Wells Fargo: Wells Fargo Bank, N.A., in its capacity as Servicer
under the
Wells Fargo Servicing Agreement.
Wells Fargo Servicing Agreement: Collectively, (i) that certain
Second
Amended and Restated Master Seller's Warranties and Servicing
Agreement, dated
as of May 1, 2006, by and between BANA, as purchaser, and Wells
Fargo, as seller
and servicer, (ii) that certain Second Amended and Restated Master
Mortgage Loan
Purchase Agreement, dated as of May 1, 2006, by and between BANA,
as purchaser,
and Wells Fargo, as seller, (iii) certain Assignment and Conveyance
Agreements
(2006-W41 and 2006-W42), each dated May 25, 2006, by and between
BANA and Wells
Fargo, (iv) certain Assignment and Conveyance Agreements (2006-W49
and
2006-W50), each dated June 16, 2006, by and between BANA and Wells
Fargo, (v)
certain Assignment and Conveyance Agreements (2006-W52, 2006-W53
and 2006-W54),
each dated June 22, 2006, by and between BANA and Wells Fargo, and
(vi) certain
Assignment and Conveyance Agreements (2006-W46, 2006-W47 and
2006-W48), each
dated June 28, 2006, by and between BANA and Wells Fargo and (vii)
the
Assignment, Assumption and Recognition Agreement, dated September
29, 2006, by
and among BANA, the Depositor, the Trustee, the Master Servicer and
Wells Fargo.
Section 1.02 Interest Calculations.
All calculations of interest with respect to the Shifting Interest
Certificates and the Class CE Certificates will be made on a
360-day year
consisting of twelve (12) 30-day months. All calculations of
interest with
respect to the Offered Overcollateralized Certificates will be made
on a 360-day
year consisting of twelve (12) months, each of which has the actual
number of
days in such month. All dollar amounts calculated hereunder shall
be rounded to
the nearest penny with one-half of one penny being rounded down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery
hereof,
hereby sells, transfers, assigns, sets over and otherwise conveys
to the Trustee
on behalf of the Trust for the
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benefit of the Certificateholders, without recourse, all the right,
title and
interest of the Depositor in and to the Mortgage Loans and the
related Mortgage
Files, including all interest and principal received on or with
respect to the
Mortgage Loans (other than payments of principal and interest due
and payable on
the Mortgage Loans on or before the Cut-off Date) and the
Depositor's rights
under the BANA Servicing Agreement and under the Mortgage Loan
Purchase
Agreement, including the rights of the Depositor as assignee of the
Sponsor with
respect to the Sponsor's rights under the Servicing Agreements
(other than the
BANA Servicing Agreement). The foregoing sale, transfer, assignment
and set over
does not and is not intended to result in a creation of an
assumption by the
Trustee of any obligation of the Depositor or any other Person in
connection
with the Mortgage Loans or any agreement or instrument relating
thereto, except
as specifically set forth herein. It is agreed and understood by
the parties
hereto that it is not intended that any mortgage loan be included
in the Trust
that is a "High-Cost Home Loan" as defined in any of (i) the New
Jersey Home
Ownership Act effective November 27, 2003, (ii) the New Mexico Home
Loan
Protection Act effective January 1, 2004, (iii) the Massachusetts
Predatory Home
Loan Practices Act effective November 7, 2004 or (iv) the Indiana
Home Loan
Practices Act, effective January 1, 2005.
(b) In connection with such transfer and assignment, the Depositor
has
delivered or caused to be delivered to the Trustee, or a Custodian
on behalf of
the Trustee, for the benefit of the Certificateholders, the
following documents
or instruments with respect to each Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile
signature in the following form: "Pay to the order of U.S. Bank
National
Association, as trustee for holders of Banc of America Funding
Corporation
Mortgage Pass-Through Certificates, Series 2006-H, without
recourse," with
all necessary intervening endorsements showing a complete chain of
endorsement from the originator to the Trustee (each such
endorsement being
sufficient to transfer all right, title and interest of the party
so
endorsing, as noteholder or assignee thereof, in and to that
Mortgage Note)
and, in the case of any Mortgage Loan originated in the State of
New York
documented by a NYCEMA, the NYCEMA, the new Mortgage Note, if
applicable,
the consolidated Mortgage Note and the consolidated Mortgage;
(ii) except as provided below and other than with respect to the
Mortgage Loans purchased by the Sponsor from Wells Fargo, the
original
recorded Mortgage with evidence of a recording thereon, or if any
such
Mortgage has not been returned from the applicable recording office
or has
been lost, or if such public recording office retains the original
recorded
Mortgage, a copy of such Mortgage certified by the applicable
Servicer
(which may be part of a blanket certification) as being a true and
correct
copy of the Mortgage;
(iii) subject to the provisos at the end of this paragraph, a duly
executed Assignment of Mortgage to "U.S. Bank National Association,
as
trustee for the holders of Banc of America Funding Corporation
Mortgage
Pass-Through Certificates, Series 2006-H" (which may be included in
a
blanket assignment or assignments), together with, except as
provided below
and other than with respect to the Mortgage Loans purchased by the
Sponsor
from Wells Fargo, originals of all interim recorded assignments of
such
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mortgage or a copy of such interim assignment certified by the
applicable
Servicer (which may be part of a blanket certification) as being a
true and
complete copy of the original recorded intervening assignments of
Mortgage
(each such assignment, when duly and validly completed, to be in
recordable
form and sufficient to effect the assignment of and transfer to the
assignee thereof, under the Mortgage to which the assignment
relates);
provided that, if the related Mortgage has not been returned from
the
applicable public recording office, such Assignment of Mortgage may
exclude
the information to be provided by the recording office; and
provided,
further, if the related Mortgage has been recorded in the name of
Mortgage
Electronic Registration Systems, Inc. ("MERS") or its designee, no
Assignment of Mortgage in favor of the ---- Trustee will be
required to be
prepared or delivered and instead, the Master Servicer shall
enforce the
obligations of the applicable Servicer to take all actions as are
necessary
to cause the Trust to be shown as the owner of the related Mortgage
Loan on
the records of MERS for purposes of the system of recording
transfers of
beneficial ownership of mortgages maintained by MERS;
(iv) the originals of all assumption, modification, consolidation
or
extension agreements, if any, with evidence of recording thereon,
if any;
(v) other than with respect to the Mortgage Loans purchased by the
Sponsor from Wells Fargo, any of (A) the original or duplicate
original
mortgagee title insurance policy and all riders thereto, (B) a
title search
showing no lien (other than standard exceptions) on the Mortgaged
Property
senior to the lien of the Mortgage or (C) an opinion of counsel of
the type
customarily rendered in the applicable jurisdiction in lieu of a
title
insurance policy;
(vi) the original of any guarantee executed in connection with the
Mortgage Note;
(vii) for each Mortgage Loan, if any, which is secured by a
residential long-term lease, a copy of the lease with evidence of
recording
indicated thereon, or, if the lease is in the process of being
recorded, a
photocopy of the lease, certified by an officer of the respective
prior
owner of such Mortgage Loan or by the applicable title insurance
company,
closing/settlement/escrow agent or company or closing attorney to
be a true
and correct copy of the lease transmitted for recordation;
(viii) the original of any security agreement, chattel mortgage or
equivalent document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Cooperative Stock (other
than
with respect to any Mortgage Loan secured by Cooperative Stock
purchased by
the Sponsor from Wells Fargo), the originals of the following
documents or
instruments:
(A) The Cooperative Stock Certificate;
(B) The stock power executed in blank;
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(C) The executed Cooperative Lease;
(D) The executed Recognition Agreement;
(E) The executed assignment of Recognition Agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate UCC
financing statements required by state law, evidencing a complete
and
unbroken line from the mortgagee to the Trustee with evidence of
recording thereon (or in a form suitable for recordation).
provided, however, that on the Closing Date, with respect to item
(iii), if an
Assignment of Mortgage is required to be recorded as set forth
below, the
Depositor has delivered to the Trustee or a Custodian on behalf of
the Trustee,
as the case may be, a copy of such Assignment of Mortgage in blank
rather than
in the name of the Trustee and has caused the applicable Servicer
to retain the
completed Assignment of Mortgage for recording as described below,
unless such
Mortgage has been recorded in the name of MERS or its designee. In
addition, if
the Depositor is unable to deliver or cause the delivery of any
original
Mortgage Note due to the loss of such original Mortgage Note, the
Depositor may
deliver a copy of such Mortgage Note, together with a lost note
affidavit, and
shall thereby be deemed to have satisfied the document delivery
requirements of
this Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot
deliver (A)
the Mortgage, (B) all interim recorded assignments, (C) all
assumption,
modification, consolidation or extension agreements, if any, or (D)
the lender's
title policy, if any, (together with all riders thereto), if
applicable,
satisfying the requirements of clause (ii), (iii), (iv) or (v)
above,
respectively, concurrently with the execution and delivery hereof
because such
document or documents have not been returned from the applicable
public
recording office in the case of clause (ii), (iii) or (iv) above,
or because the
title policy, if applicable, has not been delivered to any of the
related
Servicer, the Sponsor or the Depositor, as applicable, by the
applicable title
insurer, if any, in the case of clause (v) above, the Depositor
shall promptly
deliver or cause to be delivered to the Trustee or a Custodian on
behalf of the
Trustee, as the case may be, in the case of clause (ii), (iii) or
(iv) above,
such Mortgage, such interim assignment or such assumption,
modification,
consolidation or extension agreement, as the case may be, with
evidence of
recording indicated thereon upon receipt thereof from the public
recording
office, but in no event shall any such delivery of any such
documents or
instruments be made later than one (1) year following the Closing
Date, unless,
in the case of clause (ii), (iii) or (iv) above, there has been a
continuing
delay at the applicable recording office or, in the case of clause
(v), there
has been a continuing delay at the applicable insurer and the
Depositor has
delivered an Officer's Certificate to such effect to the Trustee.
The Depositor
shall forward or cause to be forwarded to the Trustee or a
Custodian, on behalf
of the Trustee, as the case may be, (1) from time to time
additional original
documents evidencing an assumption or modification of a Mortgage
Loan and (2)
any other documents required to be delivered by the Depositor, or
the applicable
Servicer to the Trustee or a Custodian on the Trustee's behalf, as
the case may
be. In the event that the
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original Mortgage is not delivered and in connection with the
payment in full of
the related Mortgage Loan the public recording office requires the
presentation
of a "lost instruments affidavit and indemnity" or any equivalent
document,
because only a copy of the Mortgage can be delivered with the
instrumen
