EXHIBIT 4.1
================================================================================
BANC OF AMERICA MORTGAGE SECURITIES, INC.,
as
Depositor,
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Servicer,
and
WELLS FARGO BANK, N.A.,
as
Trustee
POOLING AND SERVICING AGREEMENT
Dated February 27, 2007
--------------------------------------------------------------------------------
Banc of
America Mortgage 2007-1 Trust, Mortgage Pass-Through
Certificates
Series 2007-1
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
PRELIMINARY
STATEMENT..................................................
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms............................................
Section 1.02 Interest
Calculations....................................
Section 1.03 Fiscal
Year..............................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans.............................
Section 2.02
Acceptance by the Trustee of the Mortgage Loans..........
Section 2.03
Representations and Warranties of the Servicer...........
Section 2.04
Representations and Warranties of the Depositor as
to the Mortgage Loans...................................
Section 2.05
Designation of Interests in the REMICs...................
Section 2.06
Designation of Start-up Day..............................
Section 2.07 REMIC
Certificate Maturity Date..........................
Section 2.08 Execution
and Delivery of Certificates...................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer
to Service Mortgage Loans.......................
Section 3.02
Subservicing; Enforcement of the Obligations of Servicer.
Section 3.03 Fidelity
Bond; Errors and Omissions Insurance............
Section 3.04 Access to
Certain Documentation..........................
Section 3.05
Maintenance of Primary Insurance Policy; Claims;
Collections of BPP Mortgage Loan Payments...............
Section 3.06 Rights of
the Depositor and the Trustee in Respect of
the Servicer............................................
Section 3.07 Trustee
to Act as Servicer...............................
Section 3.08
Collection of Mortgage Loan Payments; Servicer
Custodial Account; Certificate Account; Reserve Funds;
and Yield Maintenance Agreements........................
Section 3.09
Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.........................................
Section 3.10 Access to
Certain Documentation and Information
Regarding the Mortgage Loans............................
Section 3.11 Permitted
Withdrawals from the Servicer Custodial
Account and Certificate Account.........................
Section 3.12
Maintenance of Hazard Insurance..........................
Section 3.13
Enforcement of Due-On-Sale Clauses; Assumption Agreements
Section 3.14
Realization Upon Defaulted Mortgage Loans; REO Property..
Section 3.15 Trustee
to Cooperate; Release of Mortgage Files..........
Section 3.16
Documents, Records and Funds in Possession of the
Servicer to Be Held for the Trustee.....................
Section 3.17 Servicing
Compensation...................................
Section 3.18 Annual
Statement as to Compliance........................
Section 3.19
Assessments of Servicing Compliance; Registered
Public Accounting Firm Attestation Reports..............
Section 3.20
Advances.................................................
Section 3.21
Modifications, Waivers, Amendments and Consents..........
Section 3.22 Reports
to the Securities and Exchange Commission........
Section 3.23 Buy-Down
Account; Application of Buy-Down Funds..........
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01
Servicer's Certificate...................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01
Distributions............................................
Section 5.02
Priorities of Distributions..............................
Section 5.03
Allocation of Losses.....................................
Section 5.04
Statements to Certificateholders.........................
Section 5.05 Tax
Returns and Reports to Certificateholders............
Section 5.06 Tax
Matters Person.......................................
Section 5.07 Rights of
the Tax Matters Person in Respect of
the Trustee.............................................
Section 5.08 REMIC
Related Covenants..................................
Section 5.09
Determination of LIBOR...................................
Section 5.10 Grantor
Trust Administration.............................
Section 5.11
Distributions............................................
ARTICLE VI
THE CERTIFICATES
Section 6.01 The
Certificates.........................................
Section 6.02
Registration of Transfer and Exchange of Certificates....
Section 6.03 Transfer
of Exchangeable REMIC Certificates
and
Exchangeable Certificates...........................
Section 6.04 Exchanges
of Exchangeable REMIC Certificates and
Exchangeable Certificates...............................
Section 6.05
Mutilated, Destroyed, Lost or Stolen Certificates........
Section 6.06 Persons
Deemed Owners....................................
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01
Respective Liabilities of the Depositor and the Servicer.
Section 7.02 Merger or
Consolidation of the Depositor or the Servicer.
Section 7.03
Limitation on Liability of the Depositor, the
Servicer and Others.....................................
Section 7.04 Depositor
and Servicer Not to Resign.....................
Section 7.05
Assignment or Delegation of Duties by the Servicer.......
ARTICLE VIII
DEFAULT
Section 8.01 Events of
Default........................................
Section 8.02 Remedies
of Trustee......................................
Section 8.03
Directions by Certificateholders and Duties of Trustee
During Event of Default.................................
Section 8.04 Action
upon Certain Failures of the Servicer and upon
Event of Default- 129 -
Section 8.05 Trustee
to Act; Appointment of Successor.................
Section 8.06
Notification to Certificateholders.......................
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of
Trustee........................................
Section 9.02 Certain
Matters Affecting the Trustee....................
Section 9.03 Trustee
Not Liable for Certificates or Mortgage Loans....
Section 9.04 Trustee
May Own Certificates.............................
Section 9.05
Eligibility Requirements for Trustee.....................
Section 9.06
Resignation and Removal of Trustee.......................
Section 9.07 Successor
Trustee........................................
Section 9.08 Merger or
Consolidation of Trustee.......................
Section 9.09
Appointment of Co-Trustee or Separate Trustee............
Section 9.10
Authenticating Agents....................................
Section 9.11 Trustee's
Fees and Expenses..............................
Section 9.12
Appointment of Custodian.................................
Section 9.13 Paying
Agents............................................
Section 9.14
Limitation of Liability..................................
Section 9.15 Trustee
May Enforce Claims Without Possession of
Certificates............................................
Section 9.16 Suits for
Enforcement....................................
Section 9.17 Waiver of
Bond Requirement...............................
Section 9.18 Waiver of
Inventory, Accounting and Appraisal
Requirement.............................................
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or
Liquidation of All Mortgage Loans.......................
Section 10.02 Additional Termination
Requirements......................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment................................................
Section 11.02 Recordation of
Agreement.................................
Section 11.03 Limitation on Rights of
Certificateholders...............
Section 11.04 Governing
Law............................................
Section 11.05
Notices..................................................
Section 11.06 Severability of
Provisions...............................
Section 11.07 Certificates Nonassessable and Fully
Paid................
Section 11.08 Access to List of
Certificateholders.....................
Section 11.09
Recharacterization.......................................
Section 11.10
Insolvency...............................................
Section 11.11 Regulation AB Compliance; Intent of Parties;
Reasonableness..........................................
<PAGE>
EXHIBITS
Exhibit A-1-A-1 -
Form of Face of Class
1-A-1 Certificate
Exhibit A-1-A-2 -
Form of Face of Class
1-A-2 Certificate
Exhibit A-1-A-3 -
Form of Face of Class
1-A-3 Certificate
Exhibit A-1-A-4 -
Form of Face of Class
1-A-4 Certificate
Exhibit A-1-A-5 -
Form of Face of Class
1-A-5 Certificate
Exhibit A-1-A-6 -
Form of Face of Class
1-A-6 Certificate
Exhibit A-1-A-7 -
Form of Face of Class
1-A-7 Certificate
Exhibit A-1-A-8 -
Form of Face of Class
1-A-8 Certificate
Exhibit A-1-A-9 -
Form of Face of Class
1-A-9 Certificate
Exhibit A-1-A-10 -
Form of Face of Class 1-A-10 Certificate
Exhibit A-1-A-11 -
Form of Face of Class 1-A-11 Certificate
Exhibit A-1-A-12 -
Form of Face of Class 1-A-12 Certificate
Exhibit A-1-A-13 -
Form of Face of Class 1-A-13 Certificate
Exhibit A-1-A-14 -
Form of Face of Class 1-A-14 Certificate
Exhibit A-1-A-15 -
Form of Face of Class 1-A-15 Certificate
Exhibit A-1-A-16 -
Form of Face of Class 1-A-16 Certificate
Exhibit A-1-A-17 -
Form of Face of Class 1-A-17 Certificate
Exhibit A-1-A-18 -
Form of Face of Class 1-A-18 Certificate
Exhibit A-1-A-19 -
Form of Face of Class 1-A-19 Certificate
Exhibit A-1-A-20 -
Form of Face of Class 1-A-20 Certificate
Exhibit A-1-A-21 -
Form of Face of Class 1-A-21 Certificate
Exhibit A-1-A-22 -
Form of Face of Class 1-A-22 Certificate
Exhibit A-1-A-23 -
Form of Face of Class 1-A-23 Certificate
Exhibit A-1-A-24 -
Form of Face of Class 1-A-24 Certificate
Exhibit A-1-A-25 -
Form of Face of Class 1-A-25 Certificate
Exhibit A-1-A-26 -
Form of Face of Class 1-A-26 Certificate
Exhibit A-1-A-27 -
Form of Face of Class 1-A-27 Certificate
Exhibit A-1-A-28 -
Form of Face of Class 1-A-28 Certificate
Exhibit A-1-A-29 -
Form of Face of Class 1-A-29 Certificate
Exhibit A-1-A-30 -
Form of Face of Class 1-A-30 Certificate
Exhibit A-1-A-31 -
Form of Face of Class 1-A-31 Certificate
Exhibit A-1-A-32 -
Form of Face of Class 1-A-32 Certificate
Exhibit A-1-A-R -
Form of Face of Class
1-A-R Certificate
Exhibit A-1-IO -
Form of Face of Class
1-IO Certificate
Exhibit A-1-PO -
Form of Face of Class
1-PO Certificate
Exhibit A-2-A-1 -
Form of Face of Class
2-A-1 Certificate
Exhibit A-2-A-2 -
Form of Face of Class
2-A-2 Certificate
Exhibit A-2-A-3 -
Form of Face of Class
2-A-3 Certificate
Exhibit A-2-A-4 -
Form of Face of Class
2-A-4 Certificate
Exhibit A-2-A-5 -
Form of Face of Class
2-A-5 Certificate
Exhibit A-2-A-6 -
Form of Face of Class
2-A-6 Certificate
Exhibit A-2-A-7 -
Form of Face of Class
2-A-7 Certificate
Exhibit A-2-A-8 -
Form of Face of Class
2-A-8 Certificate
Exhibit A-2-A-9 -
Form of Face of Class
2-A-9 Certificate
Exhibit A-2-A-10 -
Form of Face of Class 2-A-10 Certificate
Exhibit A-2-A-11 -
Form of Face of Class 2-A-11 Certificate
Exhibit A-2-A-12 -
Form of Face of Class 2-A-12 Certificate
Exhibit A-2-A-13 -
Form of Face of Class 2-A-13 Certificate
Exhibit A-2-A-14 -
Form of Face of Class 2-A-14 Certificate
Exhibit A-2-A-15 -
Form of Face of Class 2-A-15 Certificate
Exhibit A-2-A-16 -
Form of Face of Class 2-A-16 Certificate
Exhibit A-2-A-17 -
Form of Face of Class 2-A-17 Certificate
Exhibit A-2-A-18 -
Form of Face of Class 2-A-18 Certificate
Exhibit A-2-A-19 -
Form of Face of Class 2-A-19 Certificate
Exhibit A-2-A-20 -
Form of Face of Class 2-A-20 Certificate
Exhibit A-2-A-21 -
Form of Face of Class 2-A-21 Certificate
Exhibit A-2-A-22 -
Form of Face of Class 2-A-22 Certificate
Exhibit A-2-A-23 -
Form of Face of Class 2-A-23 Certificate
Exhibit A-2-A-24 -
Form of Face of Class 2-A-24 Certificate
Exhibit A-2-A-25 -
Form of Face of Class 2-A-25 Certificate
Exhibit A-2-A-26 -
Form of Face of Class 2-A-26 Certificate
Exhibit A-2-IO -
Form of Face of Class
2-IO Certificate
Exhibit A-2-PO -
Form of Face of Class
2-PO Certificate
Exhibit B-1-B-1 -
Form of Face of Class
1-B-1 Certificate
Exhibit B-1-B-2 -
Form of Face of Class
1-B-2 Certificate
Exhibit B-1-B-3 -
Form of Face of Class
1-B-3 Certificate
Exhibit B-1-B-4 -
Form of Face of Class
1-B-4 Certificate
Exhibit B-1-B-5 -
Form of Face of Class
1-B-5 Certificate
Exhibit B-1-B-6 -
Form of Face of Class
1-B-6 Certificate
Exhibit B-1-B-7 -
Form of Face of Class
1-M Certificate
Exhibit B-2-B-1 -
Form of Face of Class
2-B-1 Certificate
Exhibit B-2-B-2 -
Form of Face of Class
2-B-2 Certificate
Exhibit B-2-B-3 -
Form of Face of Class
2-B-3 Certificate
Exhibit B-2-B-4 -
Form of Face of Class
2-B-4 Certificate
Exhibit B-2-B-5 -
Form of Face of Class
2-B-5 Certificate
Exhibit B-2-B-6 -
Form of Face of Class
2-B-6 Certificate
Exhibit B-2-B-7 -
Form of Face of Class
2-M Certificate
Exhibit C
- Form of Reverse of
all Certificates.......................
Exhibit D
- Addresses for
Requesting Mortgage Loan Schedule ..........
Exhibit E
- Request for Release
of Documents..........................
Exhibit F
- Form of
Certification of Establishment of Account.........
Exhibit G-1 -
Form of Transferor's
Certificate..........................
Exhibit G-2A - Form 1 of Transferee's
Certificate........................
Exhibit G-2B - Form 2 of Transferee's
Certificate........................
Exhibit H
- Form of Transferee
Representation Letter for ERISA
Restricted Certificates..................................
Exhibit I
- Form of Affidavit
Regarding Transfer of Residual
Certificate..............................................
Exhibit J
- Contents of
Servicing File................................
Exhibit K
- Form of Special
Servicing Agreement.......................
Exhibit L
- List of Recordation
States................................
Exhibit M
- Form of Initial
Certification of the Trustee..............
Exhibit N
- Form of Final
Certification of the Trustee................
Exhibit O
- Form of
Sarbanes-Oxley Certification......................
Exhibit P
- Form of Trustee's
Certification...........................
Exhibit Q
- Servicing
Criteria........................................
Exhibit R-1 -
Additional Form 10-D
Information .........................
Exhibit R-2 -
Additional Form 10-K
Information .........................
Exhibit R-3 -
Form 8-K Information
.....................................
Exhibit S-1 -
Class 1-A-18 Yield
Maintenance Agreement..................
Exhibit S-2 -
Class 2-A-11 Yield
Maintenance Agreement..................
Exhibit T
- Planned Balance
Schedules and Targeted Balance Schedules..
Exhibit U
Available Combinations....................................
Exhibit V
Form of Request for Exchange of Exchangeable REMIC .......
<PAGE>
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated February 27, 2007,
is
hereby executed by and among BANC OF AMERICA MORTGAGE SECURITIES,
INC., as
depositor (together with its permitted successors and assigns, the
"Depositor"),
BANK OF AMERICA, NATIONAL ASSOCIATION, as servicer (together with
its permitted
successors and assigns, the "Servicer"), and WELLS FARGO BANK,
N.A., as trustee
(together with its permitted successors and assigns, the
"Trustee").
W I T N E S S E T H T
H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the Servicer and the Trustee agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor hereby conveys
the
Trust Estate to the Trustee to create the Trust. The Trust Estate
for federal
income tax purposes will be treated as two separate real estate
mortgage
investment conduits (the "Upper-Tier REMIC" and the "Lower-Tier
REMIC,"
respectively, and each, a "REMIC"). The Senior Certificates (other
than
Exchangeable Certificates, the Class 1-A-R Certificate and the
right of the
Class 1-A-18 and Class 2-A-11 Certificates to receive amounts from
the
applicable Reserve Fund) and the Subordinate Certificates are
referred to
collectively as the "Regular Certificates" and shall constitute
"regular
interests" in the Upper-Tier REMIC. The Uncertificated Lower-Tier
Interests
shall constitute the "regular interests" in the Lower-Tier REMIC,
as detailed in
the definition of "Uncertificated Lower-Tier Interest." The Class
R-L Interest
shall constitute the "residual interest" in the Lower-Tier REMIC.
The Class R-U
Interest shall constitute the "residual interest" in the Upper-Tier
REMIC. The
Class 1-A-R Certificate shall represent ownership of the Class R-U
Interest and
the Class R-L Interest. The portion of the Trust Estate consisting
of the
Exchangeable Certificates, the Reserve Funds and the Yield
Maintenance
Agreements and the right of the Class 1-A-18 and Class 2-A-11
Certificates to
receive amounts from the applicable Reserve Fund shall not be
assets of either
REMIC created hereunder, but rather shall be assets of the Grantor
Trust. The
assets of the Grantor Trust, the Certificates and the
Uncertificated Lower-Tier
Interests will represent the entire beneficial ownership interest
in the Trust.
The "latest possible maturity date" for federal income tax purposes
of all
interests created hereby will be the REMIC Certificate Maturity
Date.
The following table sets forth characteristics of the
Certificates,
together with the minimum Denominations and integral multiples in
excess thereof
in which the Classes of Certificates shall be issuable:
<TABLE>
<CAPTION>
Initial Class
Integral
Certificate
Multiples in
Balance or
Pass-Through
Minimum
Excess of
Classes
Notional Amount
Rate
Denomination Minimum
--------------
---------------
------------ ------------
------------
<S>
<C>
<C>
<C>
<C>
Class 1-A-1
$65,124,000.00(1)
5.75%
$1,000
$1
Class 1-A-2
$2,363,000.00(1)
5.75%
$1,000
$1
Class 1-A-3
$2,811,958.00(1)
6.00%
$10,000
$1
Class 1-A-4
$252,747,000.00
6.00%
$1,000
$1
Class 1-A-5
$4,952,000.00
6.00%
$1,000
$1
Class 1-A-6
$30,207,000.00
5.75%
$1,000
$1
Class 1-A-7
$70,558,000.00
5.75%
$1,000
$1
Class 1-A-8
$2,560,000.00
5.75%
$1,000
$1
Class 1-A-9
$51,144,000.00
5.75%
$1,000
$1
Class 1-A-10
$1,855,000.00
5.75%
$1,000
$1
Class 1-A-11
$6,513,499.00
6.00% $1,000,000
$1
Class 1-A-12
$20,032,000.00(1)
5.75%
$1,000
$1
Class 1-A-13
$727,000.00(1)
5.75%
$1,000
$1
Class 1-A-14
$864,958.00(1)
6.00%
$10,000
$1
Class 1-A-15
$1,061,000.00
6.00%
$1,000
$1
Class 1-A-16
$15,000,000.00
5.625%
$1,000
$1
Class 1-A-17
$937,500.00
6.00%
$100,000
$1
Class 1-A-18 $125,000,000.00
(2)
$1,000
$1
Class 1-A-19
$4,534,000.00(1)
6.00%
$1,000
$1
Class 1-A-20 $125,000,000.00
(3) $1,000,000
$1
Class 1-A-21
$10,000.00
6.00%
$1,000
$1
Class 1-A-22
$10,000.00
6.00%
$1,000
$1
Class 1-A-23
$67,487,000.00(1)
5.75%
$1,000
$1
Class 1-A-24
$65,124,000.00(1)
6.00%
$1,000
$1
Class 1-A-25
$2,363,000.00(1)
6.00%
$1,000
$1
Class 1-A-26
$67,487,000.00(1)
6.00%
$1,000
$1
Class 1-A-27
$20,759,000.00(1)
5.75%
$1,000
$1
Class 1-A-28
$20,032,000.00(1)
6.00%
$1,000
$1
Class 1-A-29
$727,000.00(1)
6.00%
$1,000
$1
Class 1-A-30
$20,759,000.00(1)
6.00%
$1,000
$1
Class 1-A-31
$494,000.00
6.00%
$1,000
$1
Class 1-A-32
$5,261,000.00(1)
6.00%
$1,000
$1
Class 1-A-R
$100.00
6.00%
$100
N/A
Class 1-IO
$22,870,039.00
6.00%
$1,000,000
$1
Class 1-PO
$2,870,270.00
(4)
$25,000
$1
Class 2-A-1
$30,274,000.00(1)
5.75%
$1,000
$1
Class 2-A-2
$1,017,000.00(1)
5.75%
$1,000
$1
Class 2-A-3
$1,303,791.00(1)
6.00%
$10,000
$1
Class 2-A-4
$107,508,000.00
6.00%
$1,000
$1
Class 2-A-5
$50,834,000.00
5.75%
$1,000
$1
Class 2-A-6
$1,708,000.00(1)
5.75%
$1,000
$1
Class 2-A-7
$2,189,250.00(1)
6.00%
$10,000
$1
Class 2-A-8
$25,750,000.00(1)
5.75%
$1,000
$1
Class 2-A-9
$865,000.00(1)
5.75%
$1,000
$1
Class 2-A-10
$1,108,958.00(1)
6.00%
$10,000
$1
Class 2-A-11 $117,689,000.00
(5)
$1,000
$1
Class 2-A-12
$3,954,000.00(1)
6.00%
$1,000
$1
Class 2-A-13 $117,689,000.00
(6) $1,000,000
$1
Class 2-A-14
$10,000.00
6.00%
$1,000
$1
Class 2-A-15
$10,000.00
6.00%
$1,000
$1
Class 2-A-16
$31,291,000.00(1)
5.75%
$1,000
$1
Class 2-A-17
$30,274,000.00(1)
6.00%
$1,000
$1
Class 2-A-18
$1,017,000.00(1)
6.00%
$1,000
$1
Class 2-A-19
$31,291,000.00(1)
6.00%
$1,000
$1
Class 2-A-20
$26,615,000.00(1)
5.75%
$1,000
$1
Class 2-A-21
$25,750,000.00(1)
6.00%
$1,000
$1
Class 2-A-22
$865,000.00(1)
6.00%
$1,000
$1
Class 2-A-23
$26,615,000.00(1)
6.00%
$1,000
$1
Class 2-A-24 $65,000.00
6.00%
$1,000
$1
Class 2-A-25
$4,971,000.00(1)
6.00%
$1,000
$1
Class 2-A-26
$1,708,000.00(1)
6.00%
$1,000
$1
Class 2-IO
$11,716,516.00
6.00% $1,000,000
$1
Class 2-PO
$1,315,178.00
(4)
$25,000
$1
Class 1-M
$8,436,000.00
6.00%
$25,000
$1
Class 1-B-1
$6,074,000.00
6.00%
$25,000
$1
Class 1-B-2
$3,712,000.00
6.00%
$25,000
$1
Class 1-B-3
$2,024,000.00
6.00%
$25,000
$1
Class 1-B-4
$1,350,000.00
6.00%
$25,000
$1
Class 1-B-5
$1,012,000.00
6.00%
$25,000
$1
Class 1-B-6
$1,013,295.00
6.00%
$25,000
$1
Class 2-M
$4,053,000.00
6.00%
$25,000
$1
Class 2-B-1
$2,644,000.00
6.00%
$25,000
$1
Class 2-B-2
$1,938,000.00
6.00%
$25,000
$1
Class 2-B-3
$1,058,000.00
6.00%
$25,000
$1
Class 2-B-4
$705,000.00
6.00%
$25,000
$1
Class 2-B-5
$528,000.00
6.00%
$25,000
$1
Class 2-B-6
$529,538.00
6.00%
$25,000
$1
Class 1-A-31-1
$192,000
N/A
N/A
N/A
Class 1-A-31-2
$302,000
N/A
N/A
N/A
</TABLE>
--------------------------
(1) Maximum
Initial Class Certificate Balance or Maximum Initial Class
Notional
Amount.
(2) During the
initial Interest Accrual Period, interest will accrue on the
Class
1-A-18 Certificates at the rate of 5.920% per annum. During
each
Interest
Accrual Period thereafter, interest will accrue on the Class
1-A-18
Certificates at a per annum rate equal to (i) 0.600% plus (ii)
LIBOR,
subject to a minimum rate of 0.600% and a maximum rate of
6.00%.
(3) During the
initial Interest Accrual Period, interest will accrue on the
Class
1-A-20 Certificates at the rate of 0.080% per annum. During
each
Interest
Accrual Period thereafter, interest will accrue on the Class
1-A-20
Certificates at a per annum rate equal to (i) 5.400% minus (ii)
LIBOR,
subject to a minimum rate of 0.000% and a maximum rate of
5.400%.
(4) Principal
Only Certificates.
(5) During the
initial Interest Accrual Period, interest will accrue on the
Class
2-A-11 Certificates at the rate of 5.920% per annum. During
each
Interest
Accrual Period thereafter, interest will accrue on the Class
2-A-11
Certificates at a per annum rate equal to (i) 0.600% plus (ii)
LIBOR,
subject to a minimum rate of 0.600% and a maximum rate of
6.000%.
(6) During the
initial Interest Accrual Period, interest will accrue on the
Class
2-A-13 Certificates at the rate of 0.080% per annum. During
each
Interest
Accrual Period thereafter, interest will accrue on the Class
2-A-13
Certificates at a per annum rate equal to (i) 5.400% minus (ii)
LIBOR,
subject to a minimum rate of 0.000% and a maximum rate of
5.400%.
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement,
the
following words and phrases, unless the context otherwise requires,
shall have
the meanings specified in this Article:
10-K Filing Deadline: As defined in Section 3.22(c).
1933 Act: The Securities Act of 1933, as amended.
Accretion Termination Date: (a) For the Class 1-A-21
Certificates,
the earlier to occur of (A) the Distribution Date following the
Distribution
Date on which the Class Certificate Balance of the Class 1-A-18
Certificates has
been reduced to zero or (B) the Senior Credit Support Depletion
Date for Group
1, (b) for the Class 1-A-22 Certificates, the earlier to occur of
(A) the
Distribution Date following the Distribution Date on which the
Class Certificate
Balances of the Class 1-A-18 and Class 1-A-21 Certificates have
been reduced to
zero or (B) the Senior Credit Support Depletion Date for Group 1,
(c) for the
Class 2-A-14 Certificates, the earlier to occur of (A) the
Distribution Date
following the Distribution Date on which the Class Certificate
Balance of the
Class 2-A-11 Certificates has been reduced to zero or (B) the
Senior Credit
Support Depletion Date for Group 2 and (d) for the Class 2-A-15
Certificates,
the earlier to occur of (A) the Distribution Date following the
Distribution
Date on which the Class Certificate Balances of the Class 2-A-11
and Class
2-A-14 Certificates have been reduced to zero or (B) the Senior
Credit Support
Depletion Date for Group 2.
Accrued Certificate Interest: For any Distribution Date and
each
interest-bearing Class, 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.
Additional Form 10-D Information: As defined in Section
3.22(b).
Additional Form 10-K Information: As defined in Section
3.22(c).
Additional Servicer: As defined in Section 3.02(e)
Adjusted Pool Amount: With respect to any Distribution Date and
Loan
Group, the Cut-off Date Pool Principal Balance of the Mortgage
Loans in such
Loan Group minus the sum of (i) all amounts in respect of principal
received in
respect of the Mortgage Loans in such Loan Group (including,
without limitation,
amounts received as Monthly Payments, Periodic Advances, Principal
Prepayments,
Liquidation Proceeds and Substitution Adjustment Amounts) and
distributed to
Holders of the Certificates on such Distribution Date and all prior
Distribution
Dates and (ii) the principal portion of all Realized Losses (other
than Debt
Service Reductions) incurred on the Mortgage Loans in such Loan
Group from the
Cut-off Date through the end of the month preceding such
Distribution Date.
Adjusted Pool Amount (Non-PO Portion): With respect to any
Distribution Date and Loan Group, the difference between the
Adjusted Pool
Amount for such Loan Group and the Adjusted Pool Amount (PO
Portion) for such
Loan Group.
Adjusted Pool Amount (PO Portion): With respect to any
Distribution
Date and Loan Group, the sum of the amounts, calculated as follows,
with respect
to all Outstanding Mortgage Loans of such Loan Group: the product
of (i) the PO
Percentage for each such Mortgage Loan and (ii) the remainder of
(A) the Cut-off
Date Principal Balance of such Mortgage Loan minus (B) the sum of
(x) all
amounts in respect of principal received in respect of such
Mortgage Loan
(including, without limitation, amounts received as Monthly
Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and
Substitution
Adjustment Amounts) and distributed to Holders of the Certificates
of the
Related Group on such Distribution Date and all prior Distribution
Dates and (y)
the principal portion of any Realized Loss (other than a Debt
Service Reduction)
incurred on such Mortgage Loan from the Cut-off Date through the
end of the
month preceding such Distribution Date.
Advance: A Periodic Advance or a Servicing Advance.
Aggregate Denomination: As to any Exchangeable REMIC Class or
Exchangeable Class and any date of determination, the aggregate of
the
Denominations of the Outstanding Certificates of such Class on such
date.
Agreement: This Pooling and Servicing Agreement together with
all
amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date
and
Loan Group, the total of the amounts held in the Servicer Custodial
Account at
the close of business on the preceding Determination Date on
account of (i)
Principal Prepayments and Liquidation Proceeds received or made on
the Mortgage
Loans in such Loan Group in the month of such Distribution Date and
(ii)
payments which represent receipt of Monthly Payments on the
Mortgage Loans in
such Loan Group in respect of a Due Date or Due Dates subsequent to
the related
Due Date.
Ancillary Income: All prepayment premiums (if any), assumption
fees,
late payment charges and all other ancillary income and fees with
respect to the
Mortgage Loans.
Appraised Value: With respect to any Mortgaged Property, either
(i)
the lesser of (a) the appraised value determined in an appraisal
obtained by the
originator at origination of such Mortgage Loan or an automated
valuation model
or tax assessed value (if permitted by the applicable mortgage loan
program) and
(b) the sales price for such property, except that, in the case of
Mortgage
Loans the proceeds of which were used to refinance an existing
mortgage loan,
the Appraised Value of the related Mortgaged Property is the
appraised value
thereof determined either in an appraisal obtained at the time of
refinancing or
an automated valuation model or tax assessed value (if permitted by
the
applicable mortgage loan program), or (ii) the appraised value
determined in an
appraisal made at the request of a Mortgagor subsequent to
origination in order
to eliminate the Mortgagor's obligation to keep a Primary Insurance
Policy in
force.
Assignment of Mortgage: An individual assignment of the
Mortgage,
notice of transfer or equivalent instrument in recordable form,
sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property
is located
to give record notice of the sale of the Mortgage.
Authenticating Agents: As defined in Section 9.10.
Bank of America: Bank of America, National Association, a
national
banking association, or its successor in interest.
BBA: As defined in Section 5.09.
Book-Entry Certificate: Any Class of Certificates other than
the
Physical Certificates.
BPP Mortgage Loan: Any Mortgage Loan which includes a Borrowers
Protection Plan(R) addendum to the related Mortgage Note whereby
Bank of America
agrees to cancel (i) certain payments of principal and interest on
such Mortgage
Loan for up to twelve months upon the disability or involuntary
unemployment of
the Mortgagor or (ii) the outstanding principal balance of the
Mortgage Loan
upon the accidental death of the Mortgagor; provided that such
Borrowers
Protection Plan(R) has not been terminated in accordance with its
terms.
BPP Mortgage Loan Payment: With respect to any BPP Mortgage
Loan,
the Monthly Covered Amount or Total Covered Amount, if any, payable
by Bank of
America pursuant to Section 5 of the Mortgage Loan Purchase
Agreement.
Business Day: Any day other than (i) a Saturday or a Sunday or
(ii)
a day on which banking institutions in the State of North Carolina,
the State of
New York, the State of Minnesota, each state in which the servicing
offices of
the Servicer are located or each state in which the Corporate Trust
Office is
located are required or authorized by law or executive order to be
closed.
Buy-Down Account: The separate Eligible Account or Accounts
created
and maintained by the Servicer pursuant to Section 3.23.
Buy-Down Agreement: An agreement governing the application of
Buy-Down Funds with respect to a Buy-Down Mortgage Loan.
Buy-Down Funds: Money advanced by a builder, seller or other
interested party to reduce a Mortgagor's monthly payment during the
initial
years of a Buy-Down Mortgage Loan.
Buy-Down Mortgage Loan: Any Mortgage Loan in respect of which,
pursuant to a Buy-Down Agreement, the monthly interest payments
made by the
related Mortgagor will be less than the scheduled monthly interest
payments on
such Mortgage Loan, with the resulting difference in interest
payments being
provided from Buy-Down Funds.
Calculation Balance: With respect to any Class of Exchangeable
REMIC
Certificates and any date of determination, the then current Class
Certificate
Balance of such Exchangeable REMIC Certificates if such Class
Certificate
Balance had been calculated under the condition that no
Exchangeable REMIC
Certificates of such Class are ever exchanged for Exchangeable
Certificates.
Calculated Principal Distribution: As defined in Section
5.03(d).
Certificate: Any of the Banc of America Mortgage 2007-1 Trust,
Mortgage Pass-Through Certificates, Series 2007-1 that are issued
pursuant to
this Agreement.
Certificate Account: The Eligible Account created and maintained
by
the Trustee pursuant to Section 3.08(c) in the name of the Trustee
for the
benefit of the Certificateholders and designated "Wells Fargo Bank,
N.A., in
trust for registered holders of Banc of America Mortgage 2007-1
Trust, Mortgage
Pass-Through Certificates, Series 2007-1." The Certificate Account
shall be
deemed to consist of four sub-accounts; one for each Group and a
third
sub-account referred to herein as the Upper-Tier Certificate
Sub-Account and the
Exchangeable Certificate Grantor Trust Account shall be deemed to
be
sub-accounts of the Certificate Account. Funds in the Certificate
Account shall
be held in trust for the Holders of the Certificates of such Group
for the uses
and purposes set forth in this Agreement.
Certificate Balance: With respect to any Certificate at any
date,
the maximum dollar amount of principal to which the Holder thereof
is then
entitled hereunder, such amount being equal to the product of the
Percentage
Interest of such Certificate and the Class Certificate Balance of
the Class of
Certificates of which such Certificate is a part.
Certificate Custodian: Initially, Wells Fargo Bank, N.A.;
thereafter
any other Certificate Custodian acceptable to the Depository and
selected by the
Trustee.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of a Book-Entry Certificate.
With respect to
any Definitive Certificate, the Certificateholder of such
Certificate.
Certificate Register: The register maintained pursuant to
Section
6.02.
Certificate Registrar: The registrar appointed pursuant to
Section
6.02.
Certificateholder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the
purpose of
giving any consent pursuant to this Agreement, any Certificate
registered in the
name of the Depositor, the Servicer or any affiliate thereof shall
be deemed not
to be outstanding and the Percentage Interest and Voting Rights
evidenced
thereby shall not be taken into account in determining whether the
requisite
amount of Percentage Interests or Voting Rights, as the case may
be, necessary
to effect any such consent has been obtained, unless such entity is
the
registered owner of the entire Class of Certificates, provided that
the Trustee
shall not be responsible for knowing that any Certificate is
registered in the
name of such an affiliate unless one of its Responsible Officers
has actual
knowledge.
Certification: As defined in Section 3.22(c).
Class: As to the Certificates, the Class 1-A-1, Class 1-A-2,
Class
1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class
1-A-8, Class
1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13,
Class 1-A-14,
Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class
1-A-19, Class
1-A-20, Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24,
Class 1-A-25,
Class 1-A-26, Class 1-A-27, Class 1-A-28, Class 1-A-29, Class
1-A-30, Class
1-A-31, Class 1-A-32, 1-A-R Class 1-IO, Class 1-PO, Class 2-A-1,
Class 2-A-2,
Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7,
Class 2-A-8,
Class 2-A-9, Class 2-A-10, Class 2-A-11, Class 2-A-12, Class
2-A-13, Class
2-A-14, Class 2-A-15, Class 2-A-16, Class 2-A-17, Class 2-A-18,
Class 2-A-19,
Class 2-A-20, Class 2-A-21, Class 2-A-22, Class 2-A-23, Class
2-A-24, Class
2-A-25, Class 2-A-26, Class 2-IO, Class 2-PO, Class 1-M, Class
1-B-1, Class
1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5, Class 1-B-6, Class
2-M, Class
2-B-1, Class 2-B-2, Class 2-B-3, Class 2-B-4, Class 2-B-5 or Class
2-B-6
Certificates, as the case may be.
Class 1-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date for Group 1, the amount,
if any, by
which the Calculation Balance of the Class 1-A-1 Certificates would
be reduced
as a result of the allocation of any reduction pursuant to Section
5.03(b) to
such Class, without regard to the operation of Section 5.03(e).
Class 1-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support Depletion Date for Group 1,
the lesser of
(a) the Calculation 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-3 Notional Amount: As to any Distribution Date and
the
Class 1-A-3 Certificates, 4.1666661727% of the sum of the Class
Certificate
Balances of the Class 1-A-1 and Class 1-A-2 Certificates.
Class 1-A-7 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date for Group 1, the amount,
if any, by
which the Class Certificate Balance of the Class 1-A-7 Certificates
would be
reduced as a result of the allocation of any reduction pursuant to
Section
5.03(b) to such Class, without regard to the operation of Section
5.03(e).
Class 1-A-8 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support Depletion Date for Group 1,
the lesser of
(a) the Class Certificate Balance of the Class 1-A-8 Certificates
with respect
to such Distribution Date prior to any reduction for the Class
1-A-8 Loss
Allocation Amount and (b) the Class 1-A-7 Loss Amount with respect
to such
Distribution Date.
Class 1-A-9 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date for Group 1, the amount,
if any, by
which the Class Certificate Balance of the Class 1-A-9 Certificates
would be
reduced as a result of the allocation of any reduction pursuant to
Section
5.03(b) to such Class, without regard to the operation of Section
5.03(e).
Class 1-A-10 Loss Allocation Amount: With respect to any
Distribution Date after the Senior Credit Support Depletion Date
for Group 1,
the lesser of (a) the Class Certificate Balance of the Class 1-A-10
Certificates
with respect to such Distribution Date prior to any reduction for
the Class
1-A-10 Loss Allocation Amount and (b) the Class 1-A-9 Loss Amount
with respect
to such Distribution Date.
Class 1-A-11 Notional Amount: As to any Distribution Date and
the
Class 1-A-11 Certificates, 4.1666660270% of the sum of the Class
Certificate
Balances of the Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9
and Class
1-A-10 Certificates.
Class 1-A-12 Loss Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for Group 1, the
amount, if any,
by which the Calculation Balance of the Class 1-A-12 Certificates
would be
reduced as a result of the allocation of any reduction pursuant to
Section
5.03(b) to such Class, without regard to the operation of Section
5.03(e).
Class 1-A-13 Loss Allocation Amount: With respect to any
Distribution Date after the Senior Credit Support Depletion Date
for Group 1,
the lesser of (a) the Calculation Balance of the Class 1-A-13
Certificates with
respect to such Distribution Date prior to any reduction for the
Class 1-A-13
Loss Allocation Amount and (b) the Class 1-A-12 Loss Amount with
respect to such
Distribution Date.
Class 1-A-14 Notional Amount: As to any Distribution Date and
the
Class 1-A-14 Certificates, 4.1666650609% of the sum of the Class
Certificate
Balances of the Class 1-A-12 and Class 1-A-13 Certificates.
Class 1-A-17 Notional Amount: As to any Distribution Date and
the
Class 1-A-17 Certificates, 6.25% of the Class Certificate Balance
of the Class
1-A-16 Certificates.
Class 1-A-18 Loss Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for Group 1, the
amount, if any,
by which the Class Certificate Balance of the Class 1-A-18
Certificates would be
reduced as a result of the allocation of any reduction pursuant to
Section
5.03(b) to such Class, without regard to the operation of Section
5.03(e).
Class 1-A-18 Reserve Fund: The trust account created and
maintained
by the Trustee pursuant to Section 3.08(g) which shall be entitled
the "Class
1-A-18 Reserve Fund, Wells Fargo Bank, N.A., as Trustee, in trust
for registered
Holders of the Class 1-A-18 Certificates of the Banc of America
Mortgage 2007-1
Trust Mortgage Pass-Through Certificates, Series 2007-1" and which
must be an
Eligible Account. Amounts on deposit in the Class 1-A-18 Reserve
Fund shall not
be invested. The Class 1-A-18 Reserve Fund shall not be an asset of
either REMIC
formed under this Agreement.
Class 1-A-18 Yield Maintenance Agreement: The yield maintenance
agreement between the Trustee, on behalf of the Trust, and the
Counterparty,
which will be for the benefit of the Class 1-A-18 Certificates,
substantially in
the form attached hereto as Exhibit S-1. The Class 1-A-18 Yield
Maintenance
Agreement shall not be an asset of either REMIC formed under this
Agreement.
Class 1-A-18 Yield Maintenance Agreement Payment: For any
Distribution Date prior to and including the Distribution Date in
March 2013,
the amount, if any, required to be paid by the Counterparty to the
Trustee under
the Class 1-A-18 Yield Maintenance Agreement.
Class 1-A-19 Loss Allocation Amount: With respect to any
Distribution Date after the Senior Credit Support Depletion Date
for Group 1,
the lesser of (a) the Calculation Balance of the Class 1-A-19
Certificates with
respect to such Distribution Date prior to any reduction for the
Class 1-A-19
Loss Allocation Amount and (b) the Class 1-A-18 Loss Amount with
respect to such
Distribution Date.
Class 1-A-20 Notional Amount: As to any Distribution Date and
the
Class 1-A-20 Certificates, the Class Certificate Balance of the
Class 1-A-18
Certificates.
Class 1-A-21 Accrual Distribution Amount: For any Distribution
Date
and the Class 1-A-21 Certificates prior to the applicable Accretion
Termination
Date, an amount with respect to such Class equal to the sum of (i)
the amount
allocated but not currently distributable as interest to such Class
pursuant to
Section 5.02(a)(i) that is attributable to clause (i) of the
definition of
"Interest Distribution Amount," and (ii) the amount allocated but
not currently
distributable as interest to such Class pursuant to Section
5.02(a)(i) that is
attributable to clause (ii) of the definition of "Interest
Distribution Amount."
Class 1-A-22 Accrual Distribution Amount: For any Distribution
Date
and the Class 1-A-22 Certificates prior to the applicable Accretion
Termination
Date, an amount with respect to such Class equal to the sum of (i)
the amount
allocated but not currently distributable as interest to such Class
pursuant to
Section 5.02(a)(i) that is attributable to clause (i) of the
definition of
"Interest Distribution Amount," and (ii) the amount allocated but
not currently
distributable as interest to such Class pursuant to Section
5.02(a)(i) that is
attributable to clause (ii) of the definition of "Interest
Distribution Amount."
Class 1-IO Notional Amount: As to any Distribution Date and the
Class 1-IO Certificates, the product of (i) the aggregate Stated
Principal
Balance of the Group 1 Premium Mortgage Loans on the Due Date in
the month
preceding the month of such Distribution Date and (ii) a fraction,
(a) the
numerator of which is equal to the weighted average of the Net
Mortgage Interest
Rates of the Group 1 Premium Mortgage Loans (based on the Stated
Principal
Balances of the Group 1 Premium Mortgage Loans as of the Due Date
in the month
preceding the month of such Distribution Date) minus 6.000% and (b)
the
denominator of which is equal to 6.000%.
Class 2-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date for Group 2, the amount,
if any, by
which the Calculation Balance of the Class 2-A-1 Certificates would
be reduced
as a result of the allocation of any reduction pursuant to Section
5.03(b) to
such Class, without regard to the operation of Section 5.03(e).
Class 2-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support Depletion Date for Group 2,
the lesser of
(a) the Calculation Balance of the Class 2-A-2 Certificates with
respect to such
Distribution Date prior to any reduction for the Class 2-A-2 Loss
Allocation
Amount and (b) the Class 2-A-1 Loss Amount with respect to such
Distribution
Date.
Class 2-A-3
Notional Amount: As to any Distribution Date and the
Class 2-A-3 Certificates, 4.1666645361% of the sum of the Class
Certificate
Balances of the Class 2-A-1 and Class 2-A-2 Certificates.
Class 2-A-5 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date for Group 2, the amount,
if any, by
which the Class Certificate Balance of the Class 2-A-5 Certificates
would be
reduced as a result of the allocation of any reduction pursuant to
Section
5.03(b) to such Class, without regard to the operation of Section
5.03(e).
Class 2-A-6 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support Depletion Date for Group 2,
the lesser of
(a) the Calculation Balance of the Class 2-A-6 Certificates with
respect to such
Distribution Date prior to any reduction for the Class 2-A-6 Loss
Allocation
Amount and (b) the Class 2-A-5 Loss Amount with respect to such
Distribution
Date.
Class 2-A-7 Notional Amount: As to any Distribution Date and
the
Class 2-A-7 Certificates, 4.1666666667% of the sum of the Class
Certificate
Balances of the Class 2-A-5 and Class 2-A-6 Certificates.
Class 2-A-8 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date for Group 2, the amount,
if any, by
which the Calculation Balance of the Class 2-A-8 Certificates would
be reduced
as a result of the allocation of any reduction pursuant to Section
5.03(b) to
such Class, without regard to the operation of Section 5.03(e).
Class 2-A-9 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support Depletion Date for Group 2,
the lesser of
(a) the Calculation Balance of the Class 2-A-9 Certificates with
respect to such
Distribution Date prior to any reduction for the Class 2-A-9 Loss
Allocation
Amount and (b) the Class 2-A-8 Loss Amount with respect to such
Distribution
Date.
Class 2-A-10 Notional Amount: As to any Distribution Date and
the
Class 2-A-10 Certificates, 4.1666654142% of the sum of the Class
Certificate
Balances of the Class 2-A-8 and Class 2-A-9 Certificates.
Class 2-A-11 Loss Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for Group 2, the
amount, if any,
by which the Class Certificate Balance of the Class 2-A-11
Certificates would be
reduced as a result of the allocation of any reduction pursuant to
Section
5.03(b) to such Class, without regard to the operation of Section
5.03(e).
Class 2-A-11 Reserve Fund: The trust account created and
maintained
by the Trustee pursuant to Section 3.08(g) which shall be entitled
the "Class
2-A-11 Reserve Fund, Wells Fargo Bank, N.A., as Trustee, in trust
for registered
Holders of the Class 2-A-11 Certificates of the Banc of America
Mortgage 2007-1
Trust Mortgage Pass-Through Certificates, Series 2007-1" and which
must be an
Eligible Account. Amounts on deposit in the Class 2-A-11 Reserve
Fund shall not
be invested. The Class 2-A-11 Reserve Fund shall not be an asset of
either REMIC
formed under this Agreement.
Class 2-A-11 Yield Maintenance Agreement: The yield maintenance
agreement between the Trustee, on behalf of the Trust, and the
Counterparty,
which will be for the benefit of the Class 2-A-11 Certificates,
substantially in
the form attached hereto as Exhibit S-2. The Class 2-A-11 Yield
Maintenance
Agreement shall not be an asset of either REMIC formed under this
Agreement.
Class 2-A-11 Yield Maintenance Agreement Payment: For any
Distribution Date prior to and including the Distribution Date in
March 2013,
the amount, if any, required to be paid by the Counterparty to the
Trustee under
the Class 2-A-11 Yield Maintenance Agreement.
Class 2-A-12 Loss Allocation Amount: With respect to any
Distribution Date after the Senior Credit Support Depletion Date
for Group 2,
the lesser of (a) the Calculation Balance of the Class 2-A-12
Certificates with
respect to such Distribution Date prior to any reduction for the
Class 2-A-12
Loss Allocation Amount and (b) the Class 2-A-11 Loss Amount with
respect to such
Distribution Date.
Class 2-A-13 Notional Amount: As to any Distribution Date and
the
Class 2-A-13 Certificates, the Class Certificate Balance of the
Class 2-A-11
Certificates.
Class 2-A-14 Accrual Distribution Amount: For any Distribution
Date
and the Class 2-A-14 Certificates prior to the applicable Accretion
Termination
Date, an amount with respect to such Class equal to the sum of (i)
the amount
allocated but not currently distributable as interest to such Class
pursuant to
Section 5.02(a)(i) that is attributable to clause (i) of the
definition of
"Interest Distribution Amount," and (ii) the amount allocated but
not currently
distributable as interest to such Class pursuant to Section
5.02(a)(i) that is
attributable to clause (ii) of the definition of "Interest
Distribution Amount."
Class 2-A-15 Accrual Distribution Amount: For any Distribution
Date
and the Class 2-A-15 Certificates prior to the applicable Accretion
Termination
Date, an amount with respect to such Class equal to the sum of (i)
the amount
allocated but not currently distributable as interest to such Class
pursuant to
Section 5.02(a)(i) that is attributable to clause (i) of the
definition of
"Interest Distribution Amount," and (ii) the amount allocated but
not currently
distributable as interest to such Class pursuant to Section
5.02(a)(i) that is
attributable to clause (ii) of the definition of "Interest
Distribution Amount."
Class 2-IO Notional Amount: As to any Distribution Date and the
Class 2-IO Certificates, the product of (i) the aggregate Stated
Principal
Balance of the Group 2 Premium Mortgage Loans on the Due Date in
the month
preceding the month of such Distribution Date and (ii) a fraction,
(a) the
numerator of which is equal to the weighted average of the Net
Mortgage Interest
Rates of the Group 2 Premium Mortgage Loans (based on the Stated
Principal
Balances of the Group 2 Premium Mortgage Loans as of the Due Date
in the month
preceding the month of such Distribution Date) minus 6.000% and (b)
the
denominator of which is equal to 6.000%.
Class Certificate Balance: With respect to any Class (other than
the
Class 1-A-31 Certificates, the Exchangeable REMIC Certificates, the
Exchangeable
Certificates and the Interest Only Certificates) and any date of
determination,
and subject to Section 5.03(f), the Initial Class Certificate
Balance of such
Class (plus, in the case of the Class 1-A-21, Class 1-A-22, Class
2-A-14 and
Class 2-A-15 Certificates, any Class 1-A-21 Accrual Distribution
Amounts, Class
1-A-22 Accrual Distribution Amounts, Class 2-A-14 Accrual
Distribution Amounts
or Class 2-A-15 Accrual Distribution Amounts, as applicable,
previously added
thereto) or, in the case of a Class of Exchangeable REMIC
Certificates or
Exchangeable Certificates, the Aggregate Denomination minus (A) the
sum of (i)
all distributions of principal made with respect thereto (including
in the case
of any Class of Subordinate Certificates any principal otherwise
payable to such
Class of Subordinate Certificates used to pay any PO Deferred
Amounts), (ii) all
reductions in Class Certificate Balance previously allocated
thereto pursuant to
Section 5.03(b) and (iii) any reduction allocated to a Class
pursuant to Section
5.03(e) plus (B) the sum of (i) all increases in Class Certificate
Balance
previously allocated thereto pursuant to Section 5.03(b) and (ii)
any increases
allocated to a Class pursuant to Section 5.03(e). The Class 1-A-3,
Class 1-A-11,
Class 1-A-14, Class 1-A-17, Class 1-A-20, Class 1-IO, Class 2-A-3,
Class 2-A-7,
Class 2-A-10, Class 2-A-13 and Class 2-IO Certificates are Interest
Only
Certificates and have no Class Certificate Balance. The Class
Certificate
Balance of the Class 1-A-31 Certificates and any date of
determination will
equal the sum of the Component Balances of the Components.
Class Distribution Amount: As to any Distribution Date and each
Exchangeable Class, an amount equal to the sum of (i) the Interest
Distribution
Amount for such Class and (ii) the Class Principal Distribution
Amount for such
Class.
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class, the amount by which Accrued Certificate
Interest for
such Class (as reduced pursuant to Section 5.02(c)) exceeds the
amount of
interest actually distributed on such Class (or, in the case of the
Class
1-A-21, Class 1-A-22, Class 2-A-14 and Class 2-A-15 Certificates
prior to the
applicable Accretion Termination Date, the amount included in the
Class 1-A-21
Accrual Distribution Amount, Class 1-A-22 Accrual Distribution
Amount, Class
2-A-14 Accrual Distribution Amount or Class 2-A-15 Accrual
Distribution Amount,
as applicable, pursuant to clause (i) of the definition thereof,
but not
distributed as interest on the Class 1-A-21, Class 1-A-22, Class
2-A-14 and
Class 2-A-15 Certificates) on such Distribution Date pursuant to
clause (i) of
the definition of "Interest Distribution Amount."
Class Principal Distribution Amount: As to any Distribution Date
and
each Exchangeable Class, an amount as to principal equal to (i)
the
distributions of principal made in respect of the Related
Exchangeable REMIC
Classes pursuant to Section 5.02(b) multiplied by (ii) a fraction,
the numerator
of which is the Aggregate Denomination of such Exchangeable Class
and the
denominator of which is the Maximum Initial Class Certificate
Balance of such
Exchangeable Class.
Class Unpaid Interest Shortfall: As to any Distribution Date
and
each interest-bearing Class, the amount by which the aggregate
Class Interest
Shortfalls for such Class (or, in the case of the Class 1-A-21,
Class 1-A-22,
Class 2-A-14 and Class 2-A-15 Certificates prior to the applicable
Accretion
Termination Date, the amount included in the Class 1-A-21 Accrual
Distribution
Amount, Class 1-A-22 Accrual Distribution Amount, Class 2-A-14
Accrual
Distribution Amount or Class 2-A-15 Accrual Distribution Amount, as
applicable,
pursuant to clause (ii) of the definition thereof, but not
distributed as
interest on the Class 1-A-21, Class 1-A-22, Class 2-A-14 and Class
2-A-15
Certificates) 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: February 27, 2007.
Code: The Internal Revenue Code of 1986, as amended.
Combination Group: Any Exchangeable Combination or Exchangeable
REMIC Combination, as applicable.
Compensating Interest: With respect to any Distribution Date
and
Loan Group, the least of (a) the aggregate Servicing Fee for such
Distribution
Date and Loan Group (before giving effect to any reduction pursuant
to Section
3.17), (b) the Prepayment Interest Shortfall for such Distribution
Date and Loan
Group and (c) one-twelfth of 0.25% of the Pool Stated Principal
Balance of the
Loan Group.
Component: Either of the Class 1-A-31-1 or Class 1-A-31-2
Components.
Component Balance: With respect to any Component and any date
of
determination, the Initial Component Balance of such Component
minus (A) the sum
of (i) all distributions of principal made with respect thereto,
(ii) all
reductions in Component Balance previously allocated thereto
pursuant to Section
5.03(b).
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate
Trust Office: The principal corporate trust office of the
Trustee at which at any particular time its corporate trust
business with
respect to this Agreement is conducted, which office at the date of
the
execution of this instrument is located at 9062 Old Annapolis Road,
Columbia,
Maryland 21045-1951, Attention: Corporate Trust Services - BOAMS
2007-1, and for
certificate transfer purposes is located at Sixth Street and
Marquette Avenue,
Minneapolis, Minnesota 55479, Attention: Corporate Trust Services -
BOAMS
2007-1, or at such other address as the Trustee may designate from
time to time
by notice to the Certificateholders, the Depositor and the
Servicer.
Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier
Class or
Classes, as follows:
Uncertificated
Corresponding Upper-Tier
Lower-Tier Interest Class or
Classes
----------------------
----------------------------------------------
Class 1-A-L1 Interest Class 1-A-1, Class
1-A-2 and Class 1-A-3
Certificates
Class 1-A-L4 Interest Class 1-A-4, Class
1-A-5, Class 1-A-15, Class
1-A-19, Class 1-A-21, Class 1-A-22 and Class
1-A-31
Certificates
Class 1-A-L6 Interest Class 1-A-6, Class
1-A-7, Class 1-A-8, Class
1-A-9, Class 1-A-10 and Class 1-A-11
Certificates
Class 1-A-L12 Interest Class 1-A-12, Class 1-A-13
and Class 1-A-14
Certificates
Class 1-A-L16 Interest Class 1-A-16 and Class
1-A-17 Certificates
Class 1-A-L18 Interest Class 1-A-18 and Class
1-A-20 Certificates
Class 1-LIO Interest Class 1-IO
Certificates
Class 1-LPO Interest Class 1-PO
Certificates
Class 1-A-LUR Interest Class 1-A-R Certificate
Class 2-A-1, Class 2-A-2 and Class 2-A-3
Class 2-A-L1 Interest Certificates
Class 2-A-4, Class 2-A-12, Class 2-A-14, Class
Class 2-A-L4 Interest 2-A-15 and Class
2-A-24 Certificates
Class 2-A-5, Class 2-A-6 and Class 2-A-7
Class 2-A-L5 Interest Certificates
Class 2-A-8, Class 2-A-9 and Class 2-A-10
Class 2-A-L8 Interest Certificates
Class 2-A-L11 Interest Class 2-A-11 and Class
2-A-13 Certificates
Class 2-LIO Interest Class 2-IO
Certificates
Class 2-LPO Interest Class 2-PO
Certificates
Class 1-M-L1 Interest Class 1-M
Certificates
Class 1-B-L1 Interest Class 1-B-1
Certificates
Class 1-B-L2 Interest Class 1-B-2
Certificates
Class 1-B-L3 Interest Class 1-B-3
Certificates
Class 1-B-L4 Interest Class 1-B-4
Certificates
Class 1-B-L5 Interest Class 1-B-5
Certificates
Class 1-B-L6 Interest Class 1-B-6
Certificates
Class 2-M-L1 Interest Class 2-M
Certificates
Class 2-B-L1 Interest Class 2-B-1
Certificates
Class 2-B-L2 Interest Class 2-B-2
Certificates
Class 2-B-L3 Interest Class 2-B-3
Certificates
Class 2-B-L4 Interest Class 2-B-4
Certificates
Class 2-B-L5 Interest Class 2-B-5
Certificates
Class 2-B-L6 Interest Class 2-B-6
Certificates
Counterparty: Bank of America, National Association.
Custodian: Initially, the Trustee, and thereafter the Custodian,
if
any, hereafter appointed by the Trustee pursuant to Section 9.12.
The Custodian
may (but need not) be the Trustee or any Person directly or
indirectly
controlling or controlled by or under common control of either of
them. Neither
the Servicer nor the Depositor, nor any Person directly or
indirectly
controlling or controlled by or under common control with any such
Person may be
appointed Custodian.
Customary Servicing Procedures: With respect to the Servicer,
procedures (including collection procedures) that the Servicer
customarily
employs and exercises in servicing and administering mortgage loans
for its own
account and which are in accordance with accepted mortgage
servicing practices
of prudent lending institutions servicing mortgage loans of the
same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties
are located.
Cut-off Date: February 1, 2007.
Cut-off Date Pool Principal Balance: For each Loan Group, the
aggregate of the Cut-off Date Principal Balances of the Mortgage
Loans in such
Loan Group, which is $674,869,665.89 for Loan Group 1 and
$352,454,717.57 for
Loan Group 2.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid
principal balance thereof as of the close of business on the
Cut-off Date,
reduced by all installments of principal due on or prior thereto
whether or not
paid.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (i) the Monthly Payment due on
the related Due
Date under the terms of such Mortgage Loan over (ii) the amount of
the monthly
payment of principal and/or interest required to be paid with
respect to such
Due Date by the Mortgagor as established by a court of competent
jurisdiction
(pursuant to an order which has become final and nonappealable) as
a result of a
proceeding initiated by or against the related Mortgagor under the
Bankruptcy
Code, as amended from time to time (11 U.S.C.); provided that no
such excess
shall be considered a Debt Service Reduction so long as (a) the
Servicer is
pursuing an appeal of the court order giving rise to any such
modification and
(b)(1) such Mortgage Loan is not in default with respect to payment
due
thereunder in accordance with the terms of such Mortgage Loan as in
effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the
Servicer in
accordance with the terms of such Mortgage Loan as in effect on the
Cut-off
Date.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that
became
the subject of a Debt Service Reduction.
Defective Mortgage Loan: Any Mortgage Loan which is required to
be
cured, repurchased or substituted for pursuant to Section 2.02 or
2.04.
Deficient Valuation: As to any Mortgage Loan and any
Determination
Date, the excess of (i) the then outstanding indebtedness under
such Mortgage
Loan over (ii) the secured valuation thereof established by a court
of competent
jurisdiction (pursuant to an order which has become final and
nonappealable) as
a result of a proceeding initiated by or against the related
Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant
to which
such Mortgagor retained such Mortgaged Property; provided that no
such excess
shall be considered a Deficient Valuation so long as (a) the
Servicer is
pursuing an appeal of the court order giving rise to any such
modification and
(b)(1) such Mortgage Loan is not in default with respect to
payments due
thereunder in accordance with the terms of such Mortgage Loan as in
effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the
Servicer in
accordance with the terms of such Mortgage Loan as in effect on the
Cut-off
Date.
Deficient Valuation Mortgage Loan: Any Mortgage Loan that became
the
subject of a Deficient Valuation.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Denomination: The amount, if any, specified on the face of each
Certificate (other than an Interest Only Certificate) representing
the principal
portion of the Initial Class Certificate Balance or Maximum Initial
Class
Certificate Balance evidenced by such Certificate. As to any
Interest Only
Certificate, the amount specified on the face of each such
Certificate
representing the portion of the Initial Notional Amount or Maximum
Initial Class
Notional Amount evidenced by such Certificate.
Depositor: Banc of America Mortgage Securities, Inc., a
Delaware
corporation, or its successor in interest, as depositor of the
Trust Estate.
Depository: The Depository Trust Company, the nominee of which
is
Cede & Co., as the registered Holder of the Book-Entry
Certificates or any
successor thereto appointed in accordance with this Agreement. The
Depository
shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of
the Uniform Commercial Code of the State of New York.
Depository Participant: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination Date: As to any Distribution Date, the 16th day of
the
month of the related Distribution Date or, if such 16th day is not
a Business
Day, the Business Day immediately preceding such 16th day.
Discount Mortgage Loan: Any Group 1 Discount Mortgage Loan or
Group
2 Discount Mortgage Loan.
Distribution Date: The 25th day of each month beginning in
March
2007 (or, if such day is not a Business Day, the next Business
Day).
Due Date: As to any Distribution Date and each Mortgage Loan,
the
first day in the calendar month of such Distribution Date.
Eligible Account: Any of (i) an account or accounts maintained
with
(a) Bank of America, or (b) a federal or state chartered depository
institution
or trust company the short-term unsecured debt obligations of which
(or, in the
case of a depository institution or trust company that is the
principal
subsidiary of a holding company, the debt obligations of such
holding company)
have the highest short-term ratings of each Rating Agency at the
time any
amounts are held on deposit therein, or (ii) an account or accounts
in a
depository institution or trust company in which such accounts are
insured by
the FDIC (to the limits established by the FDIC) and the uninsured
deposits in
which accounts are otherwise secured such that, as evidenced by an
Opinion of
Counsel delivered to the Trustee and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such
account or a
perfected first priority security interest against any collateral
(which shall
be limited to Permitted Investments) securing such funds that is
superior to
claims of any other depositors or creditors of the depository
institution or
trust company in which such account is maintained, or (iii) a trust
account or
accounts maintained with the trust department of a federal or state
chartered
depository institution or trust company, acting in its fiduciary
capacity or
(iv) any other account acceptable to each Rating Agency. Eligible
Accounts may
bear interest and may include, if otherwise qualified under this
definition,
accounts maintained with the Trustee or Bank of America.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: Any Class 1-B-4, Class 1-B-5,
Class
1-B-6, Class 2-B-4, Class 2-B-5 or Class 2-B-6 Certificate.
Escrow Account: As defined in Section 3.09(a).
Escrow Payments: The amounts constituting taxes, assessments,
Primary Insurance Policy premiums, fire and hazard insurance
premiums and other
payments as may be required to be escrowed by the Mortgagor with
the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
Events of Default: As defined in Section 8.01.
Excess Proceeds: With respect to any Liquidated Mortgage Loan,
the
amount, if any, by which the sum of any Liquidation Proceeds of
such Mortgage
Loan received in the calendar month in which such Mortgage Loan
became a
Liquidated Mortgage Loan, net of any amounts previously reimbursed
to the
Servicer as Nonrecoverable Advance(s) with respect to such Mortgage
Loan
pursuant to Section 3.11(a)(iii), exceeds (i) the unpaid principal
balance of
such Liquidated Mortgage Loan as of the Due Date in the month in
which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued
interest at
the Mortgage Interest Rate from the Due Date as to which interest
was last paid
or for which a Periodic Advance was made (and not reimbursed) up to
the Due Date
applicable to the Distribution Date immediately following the
calendar month
during which such liquidation occurred.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Exchangeable Certificate Grantor Trust Account: The sub-account
of
the Certificate Account designated by the Trustee pursuant to
Section
5.10(b)(i).
Exchangeable Certificates: The Class 1-A-23, Class 1-A-24,
Class
1-A-25, Class 1-A-26, Class 1-A-27, Class 1-A-28, Class 1-A-29,
Class 1-A-30,
Class 1-A-32, Class 2-A-16, Class 2-A-17, Class 2-A-18, Class
2-A-19, Class
2-A-20, Class 2-A-21, Class 2-A-22, Class 2-A-23, Class 2- A-25 and
Class 2-
A-26.
Exchangeable Classes: The Classes of Exchangeable Certificates.
Exchangeable Combination: Any of the Exchangeable Combination
1,
Exchangeable Combination 2, Exchangeable Combination 3,
Exchangeable Combination
4, Exchangeable Combination 5, Exchangeable Combination 6,
Exchangeable
Combination 7, Exchangeable Combination 8, Exchangeable Combination
9,
Exchangeable Combination 10, , Exchangeable Combination 11,
Exchangeable
Combination 12, Exchangeable Combination 13, Exchangeable
Combination 14
Exchangeable Combination 15, Exchangeable Combination 16,
Exchangeable
Combination 17, Exchangeable Combination 18, Exchangeable
Combination 19 as
applicable.
Exchangeable Combination 1: The Class 1-A-23 Certificates.
Exchangeable Combination 2: The Class 1-A-24 Certificates.
Exchangeable Combination 3: The Class 1-A-25 Certificates.
Exchangeable Combination 4: The Class 1-A-26 Certificates.
Exchangeable Combination 5: The Class 1-A-27 Certificates.
Exchangeable Combination 6: The Class 1-A-28 Certificates.
Exchangeable Combination 7: The Class 1-A-29 Certificates.
Exchangeable Combination 8: The Class 1-A-30 Certificates.
Exchangeable Combination 9: The Class 1-A-32 Certificates.
Exchangeable Combination 10: The Class 2-A-16 Certificates.
Exchangeable Combination 11: The Class 2-A-17 Certificates.
Exchangeable Combination 12: The Class 2-A-18 Certificates
Exchangeable Combination 13: The Class 2-A-19 Certificates.
Exchangeable Combination 14: The Class 2-A-25 Certificates.
Exchangeable Combination 15: The Class 2-A-20 Certificates.
Exchangeable Combination 16: The Class 2-A-26 Certificates.
Exchangeable Combination 17: The Class 2-A-21 Certificates.
Exchangeable Combination 18: The Class 2-A-23 Certificates.
Exchangeable Combination19: The Class 2-A-22 Certificates.
Exchangeable REMIC Certificates: The Class 1-A-1, Class 1-A-2,
Class
1-A-3, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-19,
Class 2-A-1,
Class 2-A-2 , Class 2-A-3, Class 2-A-6, Class 2-A-7, Class 2-A-8,
Class 2-A-9,
Class 2-A-10 and Class 2-A-12 Certificates.
Exchangeable REMIC Classes: The Classes of Exchangeable REMIC
Certificates.
Exchangeable REMIC Combination: Any of the Exchangeable REMIC
Combination 1, Exchangeable REMIC Combination 2, Exchangeable REMIC
Combination
3, Exchangeable REMIC Combination 4, Exchangeable REMIC Combination
5,
Exchangeable REMIC Combination 6, Exchangeable REMIC Combination 7,
Exchangeable
REMIC Combination 8, Exchangeable REMIC Combination 9, Exchangeable
REMIC
Combination 10, Exchangeable REMIC Combination 11, Exchangeable
REMIC
Combination 12, Exchangeable REMIC Combination 13, Exchangeable
REMIC
Combination 14, Exchangeable REMIC Combination 15, Exchangeable
REMIC
Combination 16, Exchangeable REMIC Combination 17, Exchangeable
REMIC
Combination 18 and Exchangeable REMIC Combination 19 as
applicable.
Exchangeable REMIC Combination 1: The Class 1-A-1 and Class
1-A-2
Certificates.
Exchangeable REMIC Combination 2: The Class 1-A-1 and Class
1-A-3
Certificates.
Exchangeable REMIC Combination 3: The Class 1-A-2 and Class
1-A-3
Certificates.
Exchangeable REMIC Combination 4: The Class 1-A-1, Class 1-A-2
and
Class 1-A-3 Certificates.
Exchangeable REMIC Combination 5: The Class 1-A-12 and Class
1-A-13
Certificates.
Exchangeable REMIC Combination 6: The Class 1-A-12 and Class
1-A-14
Certificates.
Exchangeable REMIC Combination 7: The Class 1-A-13 and Class
1-A-14
Certificates.
Exchangeable REMIC Combination 8: The Class 1-A-12, 1-A-13 and
Class
1-A-14 Certificates.
Exchangeable REMIC Combination 9: The Class 1-A-13, Class 1-A-14
and
Class 1-A-19 Certificates.
Exchangeable REMIC Combination 10: The Class 2-A-1 and Class
2-A-2
Certificates.
Exchangeable REMIC Combination 11: The Class 2-A-1 and Class
2-A-3
Certificates.
Exchangeable REMIC Combination 12: The Class 2-A-2 and Class
2-A-3
Certificates
Exchangeable REMIC Combination 13: The Class 2-A-1, Class 2-A-2
and
Class 2-A-3 Certificates.
Exchangeable REMIC Combination 14: The Class 2-A-2, Class 2-A-3
and
Class 2-A-12 Certificates.
Exchangeable REMIC Combination 15: The Class 2-A-8 and Class
2-A-9
Certificates.
Exchangeable REMIC Combination 16: The Class 2-A-6 and Class
2-A-7
Certificates.
Exchangeable REMIC Combination 17: The Class 2-A-8 and Class
2-A-10
Certificates.
Exchangeable REMIC Combination 18: The Class 2-A-8, 2-A-9 and
Class
2-A-10 Certificates.
Exchangeable REMIC Combination 19: The Class 2-A-9 and Class
2-A-10
Certificates.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
Final Distribution Date: The Distribution Date on which the
final
distribution in respect of the Certificates will be made pursuant
to Section
10.01.
Financial Market Service: Bloomberg Financial Service and any
other
financial information provider designated by the Depositor by
written notice to
the Trustee.
FIRREA: The Financial Institutions Reform, Recovery and
Enforcement
Act of 1989, as amended.
Fitch: Fitch Ratings, or any successor thereto.
Form 8-K: As defined in Section 3.22(a).
Form 8-K Information: As defined in Section 3.22(d).
Form 10-D: As defined in Section 3.22(a).
Form 10-K: As defined in Section 3.22(a).
Fractional Interest: As defined in Section 5.02(d).
Grantor Trust: That portion of the Trust exclusive of the
REMICs
consisting of (i) the right of (a) the Class 1-A-18 Certificates to
receive
amounts from the Class 1-A-18 Reserve Fund and (b) the Class 2-A-11
Certificates
to receive amounts from the Class 2-A-11 Reserve Fund, (ii) the
Yield
Maintenance Agreements and the Reserve Funds and (iii) any
interests in the
Exchangeable REMIC Certificates beneficially owned in the form of
Exchangeable
Certificates and rights with respect thereto.
Group: Either of Group 1 or Group 2.
Group 1: The Group 1 Senior Certificates and the Group 1
Subordinate
Certificates.
Group 1 Discount Mortgage Loan: A Group 1 Mortgage Loan with a
Net
Mortgage Interest Rate as of the Cut-off Date less than 6.000% per
annum.
Group 1 Mortgage Loan: Each Mortgage Loan listed on the
Mortgage
Loan Schedule as a Group 1 Mortgage Loan.
Group 1 Premium Mortgage Loan: A Group 1 Mortgage Loan with a
Net
Mortgage Interest Rate as of the Cut-off Date equal to or greater
than 6.000%
per annum.
Group 1 Priority Amount: As to any Distribution Date, the lesser
of
(i) the aggregate Class Certificate Balance of the Class 1-A-1,
Class 1-A-2,
Class 1-A-23, Class 1-A-24, Class 1-A-25 and Class 1-A-26
Certificates and (ii)
the product of (a) the Non-PO Principal Amount for Loan Group 1,
(b) the Shift
Percentage and (c) the Group 1 Priority Percentage.
Group 1 Priority Percentage: As to any Distribution Date, (i)
the
aggregate Class Certificate Balance of the Class 1-A-1, Class
1-A-2, Class
1-A-23, Class 1-A-24, Class 1-A-25 and Class 1-A-26 Certificates
divided by (ii)
the Pool Stated Principal Balance (Non-PO Portion) for Loan Group
1.
Group 1 Senior Certificates: Class 1-A-1, Class 1-A-2, Class
1-A-3,
Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8,
Class 1-A-9,
Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class
1-A-14, Class
1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19,
Class 1-A-20,
Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class
1-A-25, Class
1-A-26, Class 1-A-27, Class 1-A-28, Class 1-A-29, Class 1-A-30,
Class 1-A-31,
Class 1-A-32, Class 1-A-R, Class 1-IO and Class 1-PO
Certificates.
Group 1 Subordinate Certificates: The Class 1-M, Class 1-B-1,
Class
1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5 and Class 1-B-6
Certificates
Group 2: The Group 2 Senior Certificates and the Group 2
Subordinate
Certificates.
Group 2 Discount Mortgage Loan: A Group 2 Mortgage Loan with a
Net
Mortgage Interest Rate as of the Cut-off Date less than 6.000% per
annum.
Group 2 Mortgage Loan: Each Mortgage Loan listed on the
Mortgage
Loan Schedule as a Group 2 Mortgage Loan.
Group 2 Premium Mortgage Loan: A Group 2 Mortgage Loan with a
Net
Mortgage Interest Rate as of the Cut-off Date equal to or greater
than 6.000%
per annum.
Group 2 Priority Amount: As to any Distribution Date, the lesser
of
(i) the aggregate Class Certificate Balance of the Class 2-A-1,
Class 2-A-2,
Class 2-A-12, Class 2-A-16, Class 2-A-17, Class 2-A-18, Class
2-A-19 and Class
2-A-25 Certificates and (ii) the product of (a) the Non-PO
Principal Amount for
Loan Group 2, (b) the Shift Percentage and (c) the Group 2 Priority
Percentage.
Group 2 Priority Percentage: As to any Distribution Date, (i)
the
aggregate Class Certificate Balance of the Class 2-A-1, Class
2-A-2, Class
2-A-12, Class 2-A-16, Class 2-A-17, Class 2-A-18, Class 2-A-19 and
Class 2-A-25
Certificates divided by (ii) the Pool Stated Principal Balance
(Non-PO Portion)
for Loan Group 2.
Group 2 Senior Certificates: Class 2-A-1, Class 2-A-2, Class
2-A-3,
Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8,
Class 2-A-9,
Class 2-A-10, Class 2-A-11, Class 2-A-12, Class 2-A-13, Class
2-A-14, Class
2-A-15, Class 2-A-16, Class 2-A-17, Class 2-A-18, Class 2-A-19,
Class 2-A-20,
Class 2-A-21, Class 2-A-22, Class 2-A-23, Class 2-A-24, Class
2-A-25, Class
2-A-26, Class 2-IO and Class 2-PO.
Group 2 Subordinate Certificates: The Class 2-M, Class 2-B-1,
Class
2-B-2, Class 2-B-3, Class 2-B-4, Class 2-B-5 and Class 2-B-6
Certificates
Holder: A Certificateholder.
Independent: When used with respect to any specified Person
means
such a Person who (i) is in fact independent of the Depositor and
the Servicer,
(ii) does not have any direct financial interest or any material
indirect
financial interest in the Depositor or the Servicer or in an
affiliate of either
of them, and (iii) is not connected with the Depositor or the
Servicer as an
officer, employee, promoter, underwriter, trustee, partner,
director or person
performing similar functions.
Initial Class Certificate Balance: As to each Class of
Certificates
(other than the Exchangeable REMIC Certificates, the Exchangeable
Certificates
and, the Class 1-A-3, Class 1-A-11, Class 1-A-14, Class 1-A-17,
Class 1-A-20,
Class 1-IO, Class 2-A-3, Class 2-A-7, Class 2-A-10, Class 2-A-13
and Class 2-IO
Certificates), the Class Certificate Balance set forth in the
Preliminary
Statement. The Class 1-A-3, Class 1-A-11, Class 1-A-14, Class
1-A-17, Class
1-A-20, Class 1-IO, Class 2-A-3, Class 2-A-7, Class 2-A-10, Class
2-A-13 and
Class 2-IO Certificates are Interest Only Certificates and have no
Initial Class
Certificate Balance.
Initial Component Balance: As to each Component, the Component
Balance set forth in the Preliminary Statement.
Initial Notional Amount: As to each Class of Interest Only
Certificates (other than the Exchangeable REMIC Certificates), the
respective
Notional Amounts set forth in the Preliminary Statement.
Insurance Policy: With respect to any Mortgage Loan included in
the
Trust Estate, any related insurance policy, including all riders
and
endorsements thereto in effect, including any replacement policy or
policies for
any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in
such Insurance
Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or
any
other insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each
interest-bearing Class of Certificates (other than the Class
1-A-18, Class
1-A-20, Class 2-A-11 and Class 2-A-13 Certificates), the period
from and
including the first day of the calendar month preceding the
calendar month of
such Distribution Date to but not including the first day of the
calendar month
of such Distribution Date. As to any Distribution Date and the
Class 1-A-18,
Class 1-A-20, Class 2-A-11 and Class 2-A-13 Certificates, the
period from and
including the 25th day of the calendar month preceding the calendar
month in
which such Distribution Date occurs and ending on the 24th day of
the calendar
month in which such Distribution Date occurs.
Interest Distribution Amount: For any Distribution Date and
each
interest-bearing Class, the sum of (i) the Accrued Certificate
Interest, subject
to reduction pursuant to Section 5.02(c) and (ii) any Class Unpaid
Interest
Shortfall for such Class.
Interest Only Certificates: Any Class of Certificates entitled
to
distributions of interest, but no distributions of principal. The
Class 1-A-3,
Class 1-A-11, Class 1-A-14, Class 1-A-17, Class 1-A-20, Class 1-IO,
Class 2-A-3,
Class 2-A-7, Class 2-A-10, Class 2-A-13 and Class 2-IO Certificates
are the only
Classes of Interest Only Certificates.
LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations for one-month U.S. Dollar
deposits, as
determined by the Trustee in accordance with Section 5.09.
LIBOR Business Day: Any Business Day on which banks are open
for
dealing in foreign currency and exchange in London, England and the
City of New
York.
LIBOR Certificates: Any of the Class 1-A-18, Class 1-A-20,
Class
2-A-11 and Class 2-A-13 Certificates.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (including any REO Property) that was
liquidated in the
calendar month preceding the month of such Distribution Date and as
to which the
Servicer has certified (in accordance with this Agreement) that it
has received
all proceeds it expects to receive in connection with the
liquidation of such
Mortgage Loan including the final disposition of an REO
Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of
defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or
otherwise or
amounts received in connection with any condemnation or partial
release of a
Mortgaged Property and any other proceeds received in connection
with an REO
Property, less the sum of related unreimbursed Servicing Fees and
Advances.
Loan Group: Either of Loan Group 1 or Loan Group 2.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any
date
of determination, the fraction, expressed as a percentage, the
numerator of
which is the outstanding principal balance of the related Mortgage
Loan at the
date of determination and the denominator of which is the Appraised
Value of the
related Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 5.02(a).
Lower-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Mortgage Loans, such amounts as
shall from time
to time be held in the Certificate Account (other than amounts held
in respect
of the Upper-Tier Certificate Sub-Account or the Exchangeable
Certificates
Grantor Trust Account), the insurance policies, if any, relating to
a Mortgage
Loan and property which secured a Mortgage Loan and which has been
acquired by
foreclosure or deed in lieu of foreclosure.
Maximum Initial Class Certificate Balance: As to each Class of
Exchangeable REMIC Certificates and Exchangeable Certificates
(other than a
Class of Interest Only Certificates), the Class Certificate Balance
set forth in
the Preliminary Statement.
Maximum Initial Class Notional Amount: As to each Class of
Exchangeable REMIC Certificates which is a Class of Interest Only
Certificates,
the Notional Amount set forth in the Preliminary Statement.
MERS: As defined in Section 2.01(b)(iii).
Monthly Covered Amount: As defined in the Mortgage Loan
Purchase
Agreement.
Monthly Payment: The scheduled monthly payment on a Mortgage
Loan
due on any Due Date allocable to principal and/or interest on such
Mortgage Loan
which, unless otherwise specified herein, shall give effect to any
related Debt
Service Reduction and any Deficient Valuation that affects the
amount of the
monthly payment due on such Mortgage Loan or the Monthly Covered
Amount
representing such scheduled monthly payment.
Moody's: Moody's Investors Service, Inc., or any successor
thereto.
Mortgage: The mortgage, deed of trust or other instrument creating
a
first lien on a Mortgaged Property securing a Mortgage Note or
creating a first
lien on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum
rate
of interest at which interest accrues on the principal balance of
such Mortgage
Loan in accordance with the terms of the related Mortgage Note.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated February 27, 2007, between Bank of America, as
seller, and the
Depositor, as purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time
to
time amended by the Servicer to reflect the addition of Substitute
Mortgage
Loans and the deletion of Defective Mortgage Loans pursuant to the
provisions of
this Agreement) transferred to the Trustee as part of the Trust
Estate and from
time to time subject to this Agreement, setting forth the following
information
with respect to each Mortgage Loan: (i) the Mortgage Loan
identifying number;
(ii) a code indicating whether the Mortgaged Property is
owner-occupied; (iii)
the property type for each Mortgaged Property; (iv) the original
months to
maturity or the remaining months to maturity from the Cut-off Date;
(v) the
Loan-to-Value Ratio at origination; (vi) the Mortgage Interest Rate
as of the
Cut-off Date; (vii) the date on which the first Monthly Payment was
due on the
Mortgage Loan, and, if such date is not the Due Date currently in
effect, such
Due Date; (viii) the stated maturity date; (ix) the amount of the
Monthly
Payment as of the Cut-off Date; (x) the paid-through date; (xi) the
original
principal amount of the Mortgage Loan; (xii) the principal balance
of the
Mortgage Loan as of the close of business on the Cut-off Date,
after application
of payments of principal due on or before the Cut-off Date, whether
or not
collected, and after deduction of any payments collected of
scheduled principal
due after the Cut-off Date; (xiii) a code indicating the purpose of
the Mortgage
Loan; (xiv) a code indicating the documentation style; (xv) the
Appraised Value;
(xvi) the closing date of such Mortgage Loan and (xvii) the Loan
Group of such
Mortgage Loan. With respect to the Mortgage Loans in the aggregate,
the Mortgage
Loan Schedule shall set forth the following information, as of the
Cut-off Date:
(i) the number of Mortgage Loans; (ii) the current aggregate
outstanding
principal balance of the Mortgage Loans; (iii) the weighted average
Mortgage
Interest Rate of the Mortgage Loans; and (iv) the weighted average
months to
maturity of the Mortgage Loans.
Mortgage Loans: Such of the mortgage loans transferred and
assigned
to the Trustee pursuant to Section 2.01 as from time to time are
held as a part
of the Trust Estate (including any Substitute Mortgage Loans and
REO Property),
the Mortgage Loans originally so held being identified in the
Mortgage Loan
Schedule.
Mortgage Note: The originally executed note or other evidence
of
indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan,
together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which may include Co-op Shares or residential long-term
leases.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Interest Rate: As to any Mortgage Loan and
Distribution
Date, such Mortgage Loan's Mortgage Interest Rate thereon on the
first day of
the month preceding the month of the related Distribution Date
reduced by (i)
the Servicing Fee Rate and (ii) the Trustee Fee Rate.
Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage), the numerator of which is the Net
Mortgage Interest
Rate as of the Cut-off Date of such Discount Mortgage Loan and the
denominator
of which is 6.000%. As to any Mortgage Loan that is not a Discount
Mortgage
Loan, 100%
Non-PO Principal Amount: As to any Distribution Date and Loan
Group,
the sum of (i) the sum of the applicable Non-PO Percentage of (a)
the principal
portion of each Monthly Payment due on each Mortgage Loan in such
Loan Group on
the related Due Date, (b) the Stated Principal Balance, as of the
date of
repurchase, of each Mortgage Loan in such Loan Group that was
repurchased by the
Depositor pursuant to this Agreement during the calendar month
preceding the
month of such Distribution Date, (c) any Substitution Adjustment
Amount in
connection with a Defective Mortgage Loan in such Loan Group
received during the
calendar month preceding the month of such Distribution Date, (d)
any
Liquidation Proceeds allocable to recoveries of principal of
Mortgage Loans in
such Loan Group that are not yet Liquidated Mortgage Loans received
during the
calendar month preceding the month of such Distribution Date, (e)
with respect
to each Mortgage Loan in such Loan Group that became a Liquidated
Mortgage Loan
during the calendar month preceding the month of such Distribution
Date, the
amount of Liquidation Proceeds (excluding Excess Proceeds)
allocable to
principal received with respect to such Mortgage Loan during the
calendar month
preceding the month of such Distribution Date and (f) all Principal
Prepayments
on the Mortgage Loans in such Loan Group received during the
calendar month
preceding the month of such Distribution Date; and (ii) the Non-PO
Recovery for
such Distribution Date.
Non-PO
Recovery: As to any Distribution Date and Loan Group, the
amount of all Recoveries received with respect to such Loan Group
during the
calendar month preceding the month of such Distribution Date less
the PO
Recovery with respect to such Loan Group for such Distribution
Date.
Non-Supported Interest Shortfalls: As to any Distribution Date
and
Loan Group, the amount, if any, by which the aggregate of
Prepayment Interest
Shortfalls for such Loan Group exceeds the Compensating Interest
for such Loan
Group for such Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made
or
proposed to be made in respect of a Mortgage Loan which has not
been previously
reimbursed and which, in the good faith judgment of the Servicer,
will not or,
in the case of a proposed Advance, would not be ultimately
recoverable from the
related Mortgagor, related Liquidation Proceeds, or other
recoveries in respect
of the related Mortgage Loan.
Notional Amount: With respect to: (i) the Class 1-A-3
Certificates
and any date of determination, the Class 1-A-3 Notional Amount,
(ii) the Class
1-A-11 Certificates and any date of determination, the Class 1-A-11
Notional
Amount, (iii) the Class 1-A-14 Certificates and any date of
determination, the
Class 1-A-14 Notional Amount, (iv) the Class 1-A-17 Certificates
and any date of
determination, the Class 1-A-17 Notional Amount, (v) the Class
1-A-20
Certificates and any date of determination, the Class 1-A-20
Notional Amount,
(vi) the Class 1-IO Certificates and any date of determination, the
Class 1-IO
Notional Amount, (vii) the Class 2-A-3 Certificates and any date
of
determination, the Class 2-A-3 Notional Amount, (viii) the Class
2-A-7
Certificates and any date of determination, the Class 2-A-7
Notional Amount,
(ix) the Class 2-A-10 Certificates and any date of determination,
the Class
2-A-10 Notional Amount, (x) the Class 2-A-13 Certificates and any
date of
determination, the Class 2-A-13 Notional Amount and (xi) the Class
2-IO
Certificates and any date of determination, the Class 2-IO Notional
Amount.
OCC: The Office of the Comptroller of the Currency.
Offered Certificates: The Senior Certificates and the Class
1-M,
Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 2-M, Class 2-B-1,
Class 2-B-2 and
Class 2-B-3 Certificates.
Officer's Certificate: A certificate signed by the Chairman of
the
Board, Vice Chairman of the Board, President or a Vice President
and by the
Treasurer, the Secretary or one of the Assistant Treasurers or
Assistant
Secretaries, or any other duly authorized officer of the Depositor
or the
Servicer, as the case may be, and delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel acceptable to
the
Trustee, who may be counsel for the Depositor or the Servicer,
except that any
opinion of counsel relating to the qualification of the Trust
Estate as two
separate REMICs or compliance with the REMIC Provisions must be an
opinion of
Independent counsel.
Original Fractional Interest: With respect to each of the
following
Classes of Subordinate Certificates, the corresponding percentage
described
below, as of the Closing Date:
Class 1-M
2.26%
Class 1-B-1 1.36%
Class 1-B-2 0.80%
Class 1-B-3 0.50%
Class 1-B-4 0.30%
Class 1-B-5 0.15%
Class 1-B-6 0.00%
Class 2-M
2.11%
Class 2-B-1 1.36%
Class 2-B-2 0.80%
Class 2-B-3 0.50%
Class 2-B-4 0.30%
Class 2-B-5 0.15%
Class 2-B-6 0.00%
Original Subordinate Class Certificate Balance: $23,621,295.00
for
the Group 1 Certificates and $11,455,538.00 for the Group 2
Subordinate
Certificates.
OTS: The Office of Thrift Supervision.
Outstanding Certificate: Any Outstanding Exchangeable
Certificate
and Outstanding Exchangeable REMIC Certificate.
Outstanding Exchangeable Certificate: Any Exchangeable
Certificate
issued hereunder; provided, however, that upon the exchange of any
Exchangeable
Certificate pursuant to Section 6.04 hereof, the Exchangeable
Certificate so
exchanged shall be deemed no longer to be an Outstanding
Exchangeable
Certificate, and each Exchangeable REMIC Certificate issued in
exchange therefor
shall be deemed to be an Outstanding Exchangeable REMIC
Certificate.
Outstanding Exchangeable REMIC Certificate: Any Exchangeable
REMIC
Certificate issued hereunder; provided, however, that upon the
exchange of any
Exchangeable REMIC Certificate pursuant to Section 6.04 hereof, the
Exchangeable
REMIC Certificate so exchanged shall be deemed no longer to be an
Outstanding
Exchangeable REMIC Certificate, and the Exchangeable Certificate
issued in
exchange therefor shall be deemed to be an Outstanding Exchangeable
Certificate.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
which
was not the subject of a Principal Prepayment in Full prior to such
Due Date,
which did not become a Liquidated Mortgage Loan prior to such Due
Date and which
was not purchased from the Trust prior to such Due Date pursuant to
Section 2.02
or 2.04.
Ownership Interest: As to any Certificate, any ownership or
security
interest in such Certificate, including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial, as owner or as pledgee.
PAC Certificates: The PAC I Certificates and PAC II
Certificates.
PAC I Certificates: The Class 1-A-6, Class 1-A-7, Class 1-A-8,
Class
1-A-9, Class 1-A-10, Class 1-A-12, Class 1-A-13, Class 1-A-15,
Class 1-A-16,
Class 1-A-19, Class 1-A-27, Class 1-A-28, Class 1-A-29, Class
1-A-30, Class
1-A-31 and Class 1-A-32 Certificates.
PAC II Certificates: The Class 2-A-4, Class 2-A-5, Class 2-A-6,
Class 2-A-8, Class 2-A-9, Class 2-A-20, Class 2-A-21, Class 2-A-22,
Class
2-A-23, Class 2-A-24 and Class 2-A-26 Certificates.
PAC Groups: The PAC I Group and PAC II Group.
PAC I Group: The PAC I Certificates.
PAC II Group: The PAC II Certificates.
PAC I Principal Amount: As to any Distribution Date and the PAC
I
Group, the amount, if any, that would reduce the aggregate Class
Certificate
Balance of the PAC I Group to the applicable balance shown in the
table set
forth in Exhibit T with respect to such Distribution Date.
PAC II Principal Amount: As to any Distribution Date and the PAC
II
Group, the amount, if any, that would reduce the aggregate Class
Certificate
Balance of the PAC II Group to the applicable balance shown in the
table set
forth in Exhibit T with respect to such Distribution Date.
Pass-Through Rate: As to each Class of interest-bearing
Certificates, the per annum rate set forth or described in the
Preliminary
Statement.
Paying Agent: As
defined in Section 9.13.
Percentage Interest: As to any Certificate (other than an
Exchangeable REMIC Certificate or Exchangeable Certificate), the
percentage
obtained by dividing the initial Certificate Balance of such
Certificate (or the
initial notional amount for a Class 1-A-11, Class 1-A-17, Class
1-A-20, Class
1-IO, Class 2-A-13 or Class 2-IO Certificate) by the Initial Class
Certificate
Balance or Initial Notional Amount, as applicable, of the Class of
which such
Certificate is a part. As to any Exchangeable REMIC Certificate or
Exchangeable
Certificate, the percentage obtained by dividing the current
Certificate Balance
of such Certificate (or the current notional amount for a Class
1-A-3, Class
1-A-14, Class 2-A-3, Class 2-A-7 or Class 2-A-10 Certificate) by
the current
Class Certificate Balance or current Notional Amount, as
applicable, of the
Class of which such Certificate is a part.
Periodic Advance: The payment required to be made by the
Servicer
with respect to any Distribution Date pursuant to Section 3.20, the
amount of
any such payment being equal to the aggregate of Monthly Payments
(net of the
Servicing Fee) on the Mortgage Loans (including any REO Property)
that were due
on the related Due Date and not received as of the close of
business on the
related Determination Date, less the aggregate amount of any such
delinquent
payments that the Servicer has determined would constitute a
Nonrecoverable
Advance if advanced.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest
by the United States, Freddie Mac, Fannie Mae or any agency or
instrumentality of the United States when such obligations are
backed by the full faith and credit of the United States;
provided
that such obligations of Freddie Mac or Fannie Mae shall be
limited
to senior debt obligations and mortgage participation
certificates
other than investments in mortgage-backed or mortgage
participation
securities with yields evidencing extreme sensitivity to the rate
of
principal payments on the underlying mortgages, which shall not
constitute Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause
(i) maturing not more than one month from the date of
acquisition
thereof with a corporation incorporated under the laws of the
United
States or any state thereof rated not lower than "P-1" by
Moody's,
"A-1" by S&P and "F-1" by Fitch;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have
an
original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity
of
more than 365 days or a remaining maturity of more than 30
days)
denominated in United States dollars of any U.S. depository
institution or trust company incorporated under the laws of the
United States or any state thereof, rated not lower than "P-1"
by
Moody's, "A-1" by S&P and "F-1" by Fitch;
(iv) commercial paper (having original maturities of not more
than 365 days) of any corporation incorporated under the laws of
the
United States or any state thereof which is rated not lower
than
"P-1" by Moody's, "A-1" by S&P and "F-1" by Fitch;
(v) investments in money market funds (including funds of the
Trustee or its affiliates, or funds for which an affiliate of
the
Trustee acts as
advisor, as well as funds for which the Trustee and
its affiliates may receive compensation) rated "Aaa" by
Moody's,
either "AAAm" or "AAAm G" by S&P and "AAA" by Fitch (if rated
by
Fitch) or otherwise approved in writing by each Rating Agency;
and
(vi) other obligations or securities that are acceptable to
each Rating Agency and, as evidenced by an Opinion of Counsel
obtained by the Servicer, will not affect the qualification of
the
Trust Estate as two separate REMICs;
provided, however, that no instrument shall be a Permitted
Investment if it
represents either (a) the right to receive only interest payments
with respect
to the underlying debt instrument or (b) the right to receive both
principal and
interest payments derived from obligations underlying such
instrument and the
principal and interest with respect to such instrument provide a
yield to
maturity greater than 120% of the yield to maturity at par of such
underlying
obligations.
Permitted Transferee: Any Person other than (i) the United
States,
or any State or any political subdivision thereof, or any agency
or
instrumentality of any of the foregoing, (ii) a foreign
government,
international organization or any agency or instrumentality of
either of the
foregoing, (iii) an organization which is exempt from tax imposed
by Chapter 1
of the Code (including the tax imposed by Section 511 of the Code
on unrelated
business taxable income) (except certain farmers' cooperatives
described in Code
Section 521), (iv) rural electric and telephone cooperatives
described in Code
Section 1381(a)(2)(C), (v) a Person with respect to whom the income
on the
Residual Certificate is allocable to a foreign permanent
establishment or fixed
base, within the meaning of an applicable income tax treaty, of
such Person or
any other Person, and (vi) any other Person so designated by the
Servicer based
on an Opinion of Counsel to the effect that any transfer to such
Person may
cause the Trust or any other Holder of the Residual Certificate to
incur tax
liability that would not be imposed other than on account of such
transfer. The
terms "United States," "State" and "international organization"
shall have the
meanings set forth in Code Section 7701 or successor
provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
Physical Certificates: The Class 1-A-R, Class 1-B-4, Class
1-B-5,
Class 1-B-6, Class 2-B-4, Class 2-B-5 and Class 2-B-6
Certificates.
Plan: As defined in Section 6.02(e).
PO Deferred Amount: As to any Distribution Date and the Class
1-PO
or Class 2-PO Certificates, the amounts by which the Class
Certificate Balance
of the Class 1-PO or 2-PO Certificates, as the case may be, will be
reduced on
such Distribution Date or has been reduced on prior Distribution
Dates as a
result of Section 5.03(b) less the sum of (a) the PO Recoveries
with respect to
the Related Loan Group for prior Distribution Dates and (b) the
amounts
distributed to the Class 1-PO or Class 2-PO Certificates, as the
case may be,
pursuant to Section 5.02(a)(iii) on prior Distribution Dates.
PO Percentage: As to any Discount Mortgage Loan, 100% minus the
Non-PO Percentage for such Mortgage Loan. As to any Mortgage Loan
that is not a
Discount Mortgage Loan, 0%.
PO Principal Amount: As to any Distribution Date and Loan Group,
the
sum of the applicable PO Percentage of (a) the principal portion of
each Monthly
Payment due on each Mortgage Loan in such Loan Group on the related
Due Date,
(b) the Stated Principal Balance, as of the date of repurchase, of
each Mortgage
Loan in such Loan Group that was repurchased by the Depositor
pursuant to this
Agreement during the calendar month preceding the month of such
Distribution
Date, (c) any Substitution Adjustment Amount in connection with any
Defective
Mortgage Loan in such Loan Group received during the calendar month
preceding
the month of such Distribution Date, (d) any Liquidation Proceeds
allocable to
recoveries of principal of Mortgage Loans in such Loan Group that
are not yet
Liquidated Mortgage Loans received during the calendar month
preceding the month
of such Distribution Date, (e) with respect to each Mortgage Loan
in such Loan
Group that became a Liquidated Mortgage Loan during the calendar
month preceding
the month of such Distribution Date, the amount of Liquidation
Proceeds
(excluding Excess Proceeds) allocable to principal received with
respect to such
Mortgage Loan during the calendar month preceding the month of such
Distribution
Date and (f) all Principal Prepayments received on the Mortgage
Loans in such
Loan Group received during the calendar month preceding the month
of such
Distribution Date.
PO Recovery: As to any Distribution Date and Loan Group, the
lesser
of (a) the PO Deferred Amount for the Class 1-PO or Class 2-PO
Certificates, as
the case may be, for such Distribution Date and (b) an amount equal
to the sum
as to each Mortgage Loan in such Loan Group as to which there has
been a
Recovery received during the calendar month preceding the month of
such
Distribution Date, of the product of (x) the PO Percentage with
respect to such
Mortgage Loan and (y) the amount of the Recovery with respect to
such Mortgage
Loan.
Pool Distribution Amount: As to any Distribution Date and Loan
Group, the excess of (a) the sum of (i) the aggregate of (A) the
interest
portion of any Monthly Payment on a Mortgage Loan in such Loan
Group (net of the
Servicing Fee) and the principal portion of any Monthly Payment on
a Mortgage
Loan in such Loan Group due on the Due Date in the month in which
such
Distribution Date occurs and which is received prior to the
related
Determination Date (or in the case of any Monthly Covered Amount,
the related
Remittance Date) and (B) all Periodic Advances and payments of
Compensating
Interest made by the Servicer in respect of such Loan Group and
Distribution
Date deposited to the Servicer Custodial Account pursuant to
Section
3.08(b)(vii); (ii) all Liquidation Proceeds received on the
Mortgage Loans in
such Loan Group during the preceding calendar month and deposited
to the
Servicer Custodial Account pursuant to Section 3.08(b)(iii); (iii)
all Principal
Prepayments (other than Total Covered Amounts) received on the
Mortgage Loans in
such Loan Group during the month preceding the month of such
Distribution Date
and deposited to the Servicer Custodial Account pursuant to Section
3.08(b)(i)
during such period and all Total Covered Amounts received and
deposited in the
Servicer Custodial Account by the related Remittance Date; (iv) in
connection
with Defective Mortgage Loans in such Loan Group, as applicable,
the aggregate
of the Repurchase Prices and Substitution Adjustment Amounts
deposited on the
related Remittance Date pursuant to Section 3.08(b)(vi); (v) any
other amounts
in the Servicer Custodial Account relating to such Loan Group
deposited therein
pursuant to Sections 3.08(b)(iv) and (v) in respect of such
Distribution Date
and such Loan Group; (vi) any Reimbursement Amount required to be
included
pursuant to Section 5.02(a); and (vii) any Non-PO Recovery with
respect to such
Distribution Date over (b) any (i) amounts permitted to be
withdrawn from the
Servicer Custodial Account pursuant to clauses (i) through (vii),
inclusive, of
Section 3.11(a) in respect of such Loan Group and (ii) amounts
permitted to be
withdrawn from the Certificate Account pursuant to clause (ii) of
Section
3.11(b) in respect of such Loan Group.
Pool Stated Principal Balance: As to any Distribution Date and
Loan
Group, the aggregate Stated Principal Balance of all Mortgage Loans
in such Loan
Group as of the Due Date in the month preceding the month in which
such
Distribution Date occurs.
Pool Stated Principal Balance (Non-PO Portion): As to any
Distribution Date and Loan Group, the sum for each Mortgage Loan in
such Loan
Group of the product of (a) the Non-PO Percentage of such Mortgage
Loan and (b)
the Stated Principal Balance of such Mortgage Loan as of the Due
Date in the
month preceding the month in which such Distribution Date
occurs.
Premium Mortgage Loan: Any Group 1 Premium Mortgage Loan or Group
2
Premium Mortgage Loan.
Prepayment Interest Shortfall: As to any Distribution Date and
each
Mortgage Loan subject to a Principal Prepayment received during the
calendar
month preceding such Distribution Date, the amount, if any, by
which one month's
interest at the related Mortgage Interest Rate (net of the
Servicing Fee) on
such Principal Prepayment exceeds the amount of interest paid in
connection with
such Principal Prepayment.
Primary Insurance Policy: Each policy of primary mortgage
guaranty
insurance or any replacement policy therefor with respect to any
Mortgage Loan,
in each case issued by an insurer acceptable to Fannie Mae or
Freddie Mac.
Principal Only Certificates: Any Class of Certificates entitled
to
distributions of principal, but to no distributions of interest.
The Class 1-PO
and Class 2-PO Certificates are the only Classes of Principal Only
Certificates.
Principal Prepayment: Any payment or other recovery of principal
on
a Mortgage Loan (other than Liquidation Proceeds) which is received
in advance
of its scheduled Due Date and is not accompanied by an amount of
interest
representing scheduled interest due on any date or dates in any
month or months
subsequent to the month of prepayment, including the principal
portion of any
Total Covered Amount.
Principal Prepayment in Full: Any Principal Prepayment of the
entire
principal balance of a Mortgage Loan.
Private Certificates: The Class 1-B-4, Class 1-B-5, Class
1-B-6,
Class 2-B-4, Class 2-B-5 and Class 2-B-6 Certificates.
Pro Rata Share: As to any Distribution Date and any Class of Group
1
Subordinate Certificates or Group 2 Subordinate Certificates, as
applicable,
that is not a Restricted Class, the portion of the Subordinate
Principal
Distribution Amounts allocable to such Class, equal to the product
of the
Subordinate Principal Distribution Amounts for the Group 1
Subordinate
Certificates or Group 2 Subordinate Certificates, as the case may
be, 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 Group 1 Subordinate Certificates or
Group 2
Subordinate Certificates, as applicable, that are not Restricted
Classes. The
Pro Rata Share of a Restricted Class shall be 0%.
Qualified Appraiser: An appraiser of a Mortgaged Property duly
appointed by the originator of the related Mortgage Loan, who had
no interest,
direct or indirect, in such Mortgaged Property or in any loan made
on the
security thereof, whose compensation is not affected by the
approval or
disapproval of the related Mortgage Loan and who met the minimum
qualifications
of Fannie Mae or Freddie Mac.
Rate Determination Date: As to any Class of LIBOR Certificates
and
each Distribution Date (other than the initial Distribution Date),
the second
LIBOR Business Day prior to the beginning of the applicable
Interest Accrual
Period for such Class and such Distribution Date.
Rating Agency: Each of Fitch, S&P and Moody's. If either
such
organization or a successor is no longer in existence, "Rating
Agency" shall be
such nationally recognized statistical rating organization, or
other comparable
Person, as is designated by the Depositor, notice of which
designation shall be
given to the Trustee. References herein to a given rating or rating
category of
a Rating Agency shall mean such rating category without giving
effect to any
modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan,
an
amount as of the date of such liquidation, equal to (i) the unpaid
principal
balance of the Liquidated Mortgage Loan as of the date of such
liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date
as to which
interest was last paid or advanced (and not reimbursed) to
Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are
required to be
distributed on the Stated Principal Balance of such Liquidated
Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any,
received during
the month in which such liquidation occurred, to the extent applied
as
recoveries of interest at the Net Mortgage Interest Rate and to
principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that
has become the
subject of a Deficient Valuation, if the principal amount due under
the related
Mortgage Note has been reduced, the difference between the
principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient
Valuation and
the principal balance of the Mortgage Loan as reduced by the
Deficient
Valuation. With respect to each Mortgage Loan that has become the
subject of a
Debt Service Reduction and any Distribution Date, the amount, if
any, by which
the principal portion of the related Monthly Payment has been
reduced.
Record Date: The last day of the month (or, if such day is not
a
Business Day, the preceding Business Day) preceding the month in
which the
related Distribution Date occurs.
Recovery: As to any Distribution Date and Loan Group, the sum of
all
amounts received during the calendar month preceding the month of
such
Distribution Date on each Mortgage Loan in such Loan Group
subsequent to such
Mortgage Loan being determined to be a Liquidated Mortgage
Loan.
Refinance Mortgage Loan: Any Mortgage Loan the proceeds of
which
were not used to purchase the related Mortgaged Property.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have been
provided by the Securities and Exchange Commission in the adopting
release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70
Fed. Reg. 1,506
(Jan. 7, 2005)) or by the staff of the Securities and Exchange
Commission, or as
may be provided by the Securities and Exchange Commission or its
staff from time
to time.
Reimbursement Amount: As defined in Section 2.04.
Related Exchangeable Class: As to any Exchangeable REMIC Class,
each
Exchangeable Class included in the related Combination Group.
Related Exchangeable REMIC Class: As to any Exchangeable Class,
each
Exchangeable REMIC Class included in the related Combination
Group.
Related Group: For Loan Group 1, Group 1 and for Loan Group 2,
Group
2.
Related Loan Group: For Group 1, Loan Group 1 and for Group 2,
Loan
Group 2.
Relevant Servicing Criteria: The Servicing Criteria applicable
to
the various parties, as set forth on Exhibit Q attached hereto.
For
clarification purposes, multiple parties can have responsibility
for the same
Relevant Servicing Criteria. With respect to a Servicing Function
Participant
engaged by the Trustee or the Servicer, the term "Relevant
Servicing Criteria"
may refer to a portion of the Relevant Servicing Criteria
applicable to the
Servicer or the Trustee.
Relief Act: The Servicemembers Civil Relief Act, as it may be
amended from time to time.
Relief Act Reduction: With respect to any Distribution Date, for
any
Mortgage Loan as to which there has been a reduction in the amount
of interest
collectible thereon for the most recently ended calendar month as a
result of
the application of the Relief Act or comparable state legislation,
the amount,
if any, by which (i) interest collectible on such Mortgage Loan for
the most
recently ended calendar month is less than (ii) interest accrued
pursuant to the
terms of the Mortgage Note on the same principal amount and for the
same period
as the interest collectible on such Mortgage Loan for the most
recently ended
calendar month.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity
date"
of the Regular Certificates as that term is defined in Section
2.07.
REMIC Provisions: Provisions of the federal income tax law
relating
to real estate mortgage investment conduits, which appear at
Section 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions,
and regulations promulgated thereunder, as the foregoing may be in
effect from
time to time, as well as provisions of applicable state laws.
Remittance Date: As to any Distribution Date, by 2:00 p.m.
Eastern
time on the Business Day immediately preceding such Distribution
Date.
REO Disposition Period: As defined in Section 3.14.
REO Proceeds: Proceeds, net of any related expenses of the
Servicer,
received in respect of any REO Property (including, without
limitation, proceeds
from the rental of the related Mortgaged Property) which are
received prior to
the final liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by the Servicer on
behalf of the Trust through foreclosure or deed-in-lieu of
foreclosure in
connection with a defaulted Mortgage Loan.
Reportable Event: As defined in Section 3.22(d).
Repurchase Price: As to any Defective Mortgage Loan repurchased
on
any date pursuant to Section 2.02 or 2.04, an amount equal to the
sum of (i) the
unpaid principal balance thereof and (ii) the unpaid accrued
interest thereon at
the applicable Mortgage Interest Rate from the Due Date to which
interest was
last paid by the Mortgagor to the first day of the month following
the month in
which such Mortgage Loan became eligible to be repurchased.
Request for Release: The Request for Release submitted by the
Servicer to the Trustee or the Custodian on behalf of the Trustee,
substantially
in the form of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy which is required to be maintained from time to
time under this
Agreement in respect of such Mortgage Loan.
Reserve Fund: Either of the Class 1-A-18 Reserve Fund or the
Class
2-A-11 Reserve Fund.
Residual Certificate: The Class 1-A-R Certificate.
Responsible Officer: When used with respect to the Trustee, any
officer of the Corporate Trust Department of the Trustee, including
any Senior
Vice President, any Vice President, any Assistant Vice President,
any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any
other officer of
the Trustee customarily performing functions similar to those
performed by any
of the above designated officers and having responsibility for
the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies,
Inc., or any successor thereto.
Seller: Bank of America, a national banking association, or its
successor in interest, as seller of the Mortgage Loans under the
Mortgage Loan
Purchase Agreement.
Senior Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8,
Class 1-A-9,
Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class
1-A-14, Class
1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19,
Class 1-A-20,
Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class
1-A-25, Class
1-A-26, Class 1-A-27, Class 1-A-28, Class 1-A-29, Class 1-A-30,
Class 1-A-31,
Class 1-A-32, Class 1-A-R, Class 1-IO, Class 1-PO, Class 2-A-1,
Class 2-A-2,
Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7,
Class 2-A-8,
Class 2-A-9, Class 2-A-10, 2-A-11, Class 2-A-12, Class 2-A-13,
Class 2-A-14,
Class 2-A-15, Class 2-A-16, Class 2-A-17, Class 2-A-18, Class
2-A-19, Class
2-A-20, Class 2-A-21, Class 2-A-22, Class 2-A-23, Class 2-A-24,
Class 2-A-25,
Class 2-A-26, Class 2-IO and Class 2-PO Certificates.
Senior Credit Support Depletion Date: As to each Group, the date
on
which the aggregate Class Certificate Balance of the Subordinate
Certificates of
such Group is reduced to zero.
Senior Non-PO Certificates: The Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class
1-A-8, Class
1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13,
Class 1-A-14,
Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class
1-A-19, Class
1-A-20, Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24,
Class 1-A-25,
Class 1-A-26, Class 1-A-27, Class 1-A-28, Class 1-A-29, Class
1-A-30, Class
1-A-31, Class 1-A-32, Class 1-A-R, Class 1-IO, Class 2-A-1, Class
2-A-2, Class
2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class
2-A-8, Class
2-A-9, Class 2-A-10, Class 2-A-11, 2-A-12, Class 2-A-13, Class
2-A-14, Class
2-A-15, Class 2-A-16, Class 2-A-17, Class 2-A-18, Class 2-A-19,
Class 2-A-20,
Class 2-A-21, Class 2-A-22, Class 2-A-23, Class 2-A-24, Class
2-A-25, Class
2-A-26 and Class 2-IO Certificates.
Senior Percentage: With respect to any Distribution Date and
Loan
Group, the percentage, carried six places rounded up, obtained by
dividing (i)
the aggregate Class Certificate Balance of the Senior Non-PO
Certificates of the
Related Group immediately prior to such Distribution Date by (ii)
the Pool
Stated Principal Balance (Non-PO Portion) of such Loan Group.
Senior Prepayment Percentage: For any Distribution Date and
Loan
Group during the five years beginning on the first Distribution
Date, 100%. The
Senior Prepayment Percentage for any Loan Group for any
Distribution Date
occurring on or after the fifth anniversary of the first
Distribution Date will,
except as provided herein, be as follows: for any Distribution Date
in the first
year thereafter, the Senior Percentage for such Loan Group 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
on any of the
foregoing Distribution Dates the Senior Percentage for such Loan
Group exceeds
the initial Senior Percentage for such Loan Group, in which case
the Senior
Prepayment Percentage for such Loan Group for such Distribution
Date will once
again equal 100%. Notwithstanding the foregoing, no decrease in the
Senior
Prepayment Percentage for such Loan Group will occur unless both of
the Senior
Step Down Conditions are satisfied.
Senior Principal Distribution Amount: As to any Distribution
Date
and Loan Group, the sum of (i) the Senior Percentage for such Loan
Group of the
applicable Non-PO Percentage of the amounts described in clauses
(i)(a) through
(d) of the definition of "Non-PO Principal Amount" for such
Distribution Date
and Loan Group and (ii) the Senior Prepayment Percentage for such
Loan Group of
(1) the applicable Non-PO Percentage of the amounts described in
clauses (i)(e)
and (f) and (2) the amount described in clause (ii) of the
definition of "Non-PO
Principal Amount" for such Distribution Date and Loan Group.
Senior Step Down Conditions: As of any Distribution Date and
Loan
Group 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 Mortgage Loan for which the Mortgagor has
filed for
bankruptcy after the Closing Date) delinquent 60 days or more
(averaged over the
preceding six month period), as a percentage of the aggregate Class
Certificate
Balance of the Subordinate Certificates of such Group is not equal
to or greater
than 50% or (ii) cumulative Realized Losses with respect to the
Mortgage Loans
in such Loan Group as of the applicable Distribution Date do not
exceed the
percentages of the Original Subordinate Class Certificate Balance
for the
related Group set forth below:
Percentage of Original
Subordinate Class
Distribution Date Occurring
Certificate Balance
-------------------------------- ----------------------
March 2012 through February 2013
30%
March 2013 through February 2014
35%
March 2014 through February 2015
40%
March 2015 through February 2016
45%
March 2016 and thereafter
50%
Servicer: Bank of America, a national banking association, or
its
successor in interest, in its capacity as servicer of the Mortgage
Loans, or any
successor servicer appointed as herein provided.
Servicer Advance Date: As to any Distribution Date, 11:30 a.m.,
Eastern time, on the Business Day immediately preceding such
Distribution Date.
Servicer Custodial Account: The separate Eligible Account or
Accounts created and maintained by the Servicer pursuant to Section
3.08(b).
Servicer Custodial Account Reinvestment Income: For each
Distribution Date, all income and gains net of any losses realized
since the
preceding Distribution Date from Permitted Investments of funds in
the Servicer
Custodial Account.
Servicer's Certificate: The monthly report required by Section
4.01.
Servicing Advances: All customary, reasonable and necessary "out
of
pocket" costs and expenses incurred in the performance by the
Servicer of its
servicing obligations, including, but not limited to (i) the
preservation,
restoration and protection of a Mortgaged Property, (ii) expenses
reimbursable
to the Servicer pursuant to Section 3.14 and any enforcement or
judicial
proceedings, including foreclosures, (iii) the management and
liquidation of any
REO Property and (iv) compliance with the obligations under Section
3.12.
Servicing Compensation: With respect to each Distribution Date,
the
sum of (i) the aggregate Servicing Fee for such Distribution Date
subject to
reduction as provided in Section 3.17, (ii) any Ancillary Income,
(iii) Excess
Proceeds for the preceding month and (iv) the Servicer Custodial
Account
Reinvestment Income for such Distribution Date.
Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB, as such may be amended from time to time,
which as of
the Closing Date are listed on Exhibit Q hereto.
Servicing Fee: With respect to each Mortgage Loan and
Distribution
Date, the amount of the fee payable to the Servicer, which shall,
for such
Distribution Date, be equal to one-twelfth of the product of the
Servicing Fee
Rate with respect to such Mortgage Loan and the Stated Principal
Balance of such
Mortgage Loan. Such fee shall be payable monthly, computed on the
basis of the
same Stated Principal Balance and period respecting which any
related interest
payment on a Mortgage Loan is computed. The Servicer's right to
receive the
Servicing Fee is limited to, and payable solely from, the interest
portion
(including recoveries with respect to interest from Liquidation
Proceeds and
other proceeds, to the extent permitted by Section 3.11) of related
Monthly
Payments collected by the Servicer, or as otherwise provided under
Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan, 0.250%
per
annum.
Servicing File: The items pertaining to a particular Mortgage
Loan
referred to in Exhibit J hereto, and any additional documents
required to be
added to the Servicing File pursuant to the Agreement.
Servicing Function Participant: Any affiliate, third party vendor
or
Subservicer engaged by the Servicer or the Trustee that is
participating in the
servicing function with respect to the Mortgage Loans, within the
meaning of
Item 1122 of Regulation AB.
Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage
Loans whose
name appears on a list of servicing officers furnished to the
Trustee by the
Servicer, as such list may from time to time be amended.
Servicing Transfer Costs: All reasonable costs and expenses
incurred
by the Trustee in connection with the transfer of servicing from a
predecessor
servicer, including, without limitation, any costs or expenses
associated with
the complete transfer of all servicing data and the completion,
correction or
manipulation of such servicing data as may be required by the
Trustee to correct
any errors or insufficiencies in the servicing data or otherwise to
enable the
Trustee to service the Mortgage Loans properly and effectively.
Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Shift
Percentage
-------------------------------- ----------------
March 2007 through February 2012
0%
March 2012 through February 2013
30%
March 2013 through February 2014
40%
March 2014 through February 2015
60%
March 2015 through February 2016
80%
March 2016 and thereafter ......
100%
Similar Law: As defined in Section 6.02(e).
Sponsor: Bank of America, National Association.
Stated Principal
Balance: As to any Mortgage Loan and date, the
unpaid principal balance of such Mortgage Loan as of the specified
Due Date or,
if not specified, as of the Due Date immediately preceding such
date as
specified in the amortization schedule at the time relating thereto
(before any
adjustment to such amortization schedule by reason of any
moratorium or similar
waiver or grace period) after giving effect to any previous partial
Principal
Prepayments and Liquidation Proceeds allocable to principal (other
than with
respect to any Liquidated Mortgage Loan) and to the payment of
principal due on
such Due Date and irrespective of any delinquency in payment by the
related
Mortgagor, and after giving effect to any Deficient Valuation.
Subordinate Certificates: The Group 1 Subordinate Certificates
and
Group 2 Subordinate Certificates.
Subordinate Percentage: As of any Distribution Date and Loan
Group,
100% minus the Senior Percentage for such Loan Group for such
Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date
and
Loan Group, 100% minus the Senior Prepayment Percentage for such
Loan Group for
such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, an amount equal to the sum of (i)
the
Subordinate Percentage for such Loan Group of the applicable Non-PO
Percentage
of the amounts described in clauses (i) (a) through (d) of the
definition of
"Non-PO Principal Amount" for such Distribution Date and Loan Group
and (ii) the
Subordinate Prepayment Percentage of (1) the applicable Non-PO
Percentage of the
amounts described in clauses (i) (e) and (f) and (2) the amount
described in
clause (ii) of the definition of "Non-PO Principal Amount" for such
Distribution
Date and Loan Group.
Subservicer: Any Person with which the Servicer has entered into
a
Subservicing Agreement and which satisfies the requirements set
forth therein.
Subservicing Agreement: Any subservicing agreement (which, in
the
event the Subservicer is an affiliate of the Servicer, need not be
in writing)
between the Servicer and any Subservicer relating to servicing
and/or
administration of certain Mortgage Loans as provided in Section
3.02.
Substitute Mortgage Loan: A Mortgage Loan substituted for a
Defective Mortgage Loan which must, on the date of such
substitution (i) have a
Stated Principal Balance, after deduction of the principal portion
of the
Monthly Payment due in the month of substitution, not in excess of,
and not more
than 10% less than, the Stated Principal Balance of the Defective
Mortgage Loan;
(ii) have a Net Mortgage Interest Rate equal to that of the
Defective Mortgage
Loan; (iii) have a Loan-to-Value Ratio not higher than that of the
Defective
Mortgage Loan; (iv) have a remaining term to maturity not greater
than (and not
more than one year less than) that of the Defective Mortgage Loan;
and (v)
comply with each Mortgage Loan representation and warranty set
forth in this
Agreement relating to the Defective Mortgage Loan. More than one
Substitute
Mortgage Loan may be substituted for a Defective Mortgage Loan if
such
Substitute Mortgage Loans meet the foregoing attributes in the
aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
Super Senior Certificates: Class 1-A-1, Class 1-A-7, Class
1-A-9,
Class 1-A-12, Class 1-A-18, Class 2-A-1, Class 2-A-5, Class 2-A-8
and Class
2-A-11 Certificates.
Super Support Senior Certificates: Class 1-A-2, Class 1-A-8,
Class
1-A-10, Class 1-A-13, Class 1-A-19, Class 2-A-2, Class 2-A-6, Class
2-A-9 and
Class 2-A-12 Certificates.
TAC Certificates: The TAC I Certificates and TAC II
Certificates.
TAC I Certificates: The Class 1-A-18 and Class 1-A-21
Certificates.
TAC II Certificates: The Class 2-A-11 and Class 2-A-14
Certificates.
TAC I Group: The PAC I Certificates and TAC I Certificates.
TAC I Group: The PAC II Certificates and TAC II Certificates.
TAC Groups: The TAC I Group and TAC II Group.
TAC I Principal Amount: As to any Distribution Date and the TAC
I
Group, the amount, if any, that would reduce the aggregate Class
Certificate
Balance of the TAC I Group to the applicable balance shown in the
table set
forth in Exhibit T with respect to such Distribution Date.
TAC II Principal Amount: As to any Distribution Date and the TAC
II
Group, the amount, if any, that would reduce the aggregate Class
Certificate
Balance of the TAC II Group to the applicable balance shown in the
table set
forth in Exhibit T with respect to such Distribution Date.
Tax Matters Person: Any person designated as "tax matters person"
in
accordance with Section 5.06 and the manner provided under Treasury
Regulation
ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.
Telerate Page 3750: As defined in Section 5.09.
Total Covered Amount: As defined in the Mortgage Loan Purchase
Agreement.
Treasury Regulations: The final and temporary regulations
promulgated under the Code by the U.S. Department of the
Treasury.
Trust: The trust created by this Agreement.
Trust Estate: The corpus of the Trust created to the extent
described herein, consisting of the Mortgage Loans, such assets as
shall from
time to time be identified as deposited in the Servicer Custodial
Account or the
Certificate Account or the Reserve Fund, in accordance with this
Agreement, REO
Property, the Primary Insurance Policies, any other Required
Insurance Policy,
the right to receive any BPP Mortgage Loan Payment, the Trustee's
rights under
the Yield Maintenance Agreements and the right to receive amounts,
if any,
payable on behalf of any Mortgagor from the Buy-Down Account
relating to any
Buy-Down Mortgage Loan. The Buy-Down Account shall not be part of
the Trust
Estate.
Trustee: Wells Fargo Bank, N.A., and any successors-in-interest
and,
if a successor trustee is appointed hereunder, such successor, as
trustee.
Trustee Fee: As to any Distribution Date and Loan Group, an
amount
equal to one-twelfth of the Trustee Fee Rate multiplied by the
aggregate Stated
Principal Balance of the Mortgage Loans in the Related Loan Group
as of the Due
Date in the month preceding the month in which such Distribution
Date occurs.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0015%
per
annum.
Uncertificated Lower-Tier Interest: A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and is
entitled to monthly distributions as provided in Section 5.02(a)
hereof. Any of
the Class 1-A-L1 Interest, Class 1-A-L4 Interest, Class 1-A-L6
Interest, Class
1-A-L12 Interest, Class 1-A-L16 Interest, Class 1-A-L18 Interest,
Class 1-A-LUR
Interest, Class 1-LIO Interest, Class 1-LPO Interest, Class 1-M-L1
Interest,
Class 1-B-L1 Interest, Class 1-B-L2 Interest, Class 1-B-L3
Interest, Class
1-B-L4 Interest, Class 1-B-L5 Interest, Class 1-B-L6 Interest,
Class 2-A-L1
Interest, Class 2-A-L4 Interest, Class 2-A-L5 Interest, Class
2-A-L8 Interest,
Class 2-A-L11 Interest, Class 2-LIO Interest, Class 2-LPO Interest,
Class 2-M-L1
Interest, Class 2-B-L1 Interest, Class 2-B-L2 Interest, Class
2-B-L3 Interest,
Class 2-B-L4 Interest, Class 2-B-L5 Interest, Class 2-B-L6 Interest
are
Uncertificated Lower-Tier Interests.
Underwriting Guidelines: The underwriting guidelines of Bank of
America.
Upper-Tier Certificate Sub-Account: The sub-account of the
Certificate Account designated by the Trustee pursuant to Section
3.08(f).
Upper-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Lower-Tier Interests
and such
amounts as shall from time to time be deemed to be held in the
Upper-Tier
Certificate Sub-Account.
U.S. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership,
Treasury
Regulations are adopted that provide otherwise) created or
organized in or under
the laws of the United States, any state thereof or the District of
Columbia,
including an entity treated as a corporation or partnership for
federal income
tax purposes, an estate whose income is subject to United States
federal income
tax regardless of its source, or a trust if a court within the
United States is
able to exercise primary supervision over the administration of
such trust, and
one or more such U.S. Persons have the authority to control all
substantial
decisions of such trust (or, to the extent provided in applicable
Treasury
Regulations, certain trusts in existence on August 20, 1996 which
are eligible
to elect to be treated as U.S. Persons).
Voting Rights: The portion of the voting rights of all of the
Certificates (other than the Exchangeable Certificates) which is
allocated to
any Certificate. As of any date of determination, (a) 1% of all
Voting Rights
shall be allocated to the Holders of the Class 1-A-3 Certificates,
(b) 1% of all
Voting Rights shall be allocated to the Holders of the Class
1-A-11
Certificates, (c) 1% of all Voting Rights shall be allocated to the
Holders of
the Class 1-A-14 Certificates, (d) 1% of all Voting Rights shall be
allocated to
the Holders of the Class 1-A-17 Certificates, (e) 1% of all Voting
Rights shall
be allocated to the Holders of the Class 1-A-20 Certificates, (f)
1% of all
Voting Rights shall be allocated to the Holders of the Class 1-IO
Certificates,
(g) 1% of all Voting Rights shall be allocated to the Holders of
the Class 2-A-3
Certificates, (h) 1% of all Voting Rights shall be allocated to the
Holders of
the Class 2-A-7 Certificates, (i) 1% of all Voting Rights shall be
allocated to
the Holders of the Class 2-A-10 Certificates, (j) 1% of all Voting
Rights shall
be allocated to the Holders of the Class 2-A-13 Certificates, (k)
1% of all
Voting Rights shall be allocated to the Holders of the Class 2-IO
Certificates,
(l) 1% of all Voting Rights shall be allocated to the Holder of the
Residual
Certificate and (m) the remaining Voting Rights shall be allocated
among Holders
of the remaining Classes of Certificates in proportion to the
Certificate
Balances of their respective Certificates on such date. As to any
Exchangeable
Certificates, in the event that all or a portion of a combination
of Classes of
Exchangeable REMIC Certificates in any Exchangeable REMIC
Combination is
exchanged for a proportionate portion of the Class of Exchangeable
Certificates
in the related Exchangeable Combination, the Class of such
Exchangeable
Certificates will be entitled to a proportionate share of the
Voting Rights
allocated to the Classes of Exchangeable REMIC Certificates in the
related
Exchangeable REMIC Combination.
Yield Maintenance Agreement: Either of the Class 1-A-18 Yield
Maintenance Agreement or the Class 2-A-11 Yield Maintenance
Agreement.
Yield Maintenance Agreement Payment: Any Class 1-A-18 Yield
Maintenance Agreement Payment or Class 2-A-11 Yield Maintenance
Agreement
Payment.
Section 1.02 Interest Calculations.All calculations of interest
will
be made on a 360-day year consisting of twelve 30-day months. All
dollar amounts
calculated hereunder shall be rounded to the nearest penny with
one-half of one
penny being rounded down.
Section 1.03 Fiscal Year. The fiscal year of the Trust will be
the
calendar year.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, hereby sells,
transfers,
assigns, sets over and otherwise conveys to the Trustee on behalf
of the Trust
for the benefit of the Certificateholders, without recourse, all
the right,
title and interest of the Depositor in and to the Mortgage Loans,
including all
interest and principal received on or with respect to the Mortgage
Loans (other
than payments of principal and interest due and payable on the
Mortgage Loans on
or before the Cut-off Date). The foregoing sale, transfer,
assignment and set
over does not and is not intended to result in a creation of an
assumption by
the Trustee of any obligation of the Depositor or any other Person
in connection
with the Mortgage Loans or any agreement or instrument relating
thereto, except
as specifically set forth herein. In addition, the Depositor,
concurrently with
the execution and delivery hereof, hereby sells, transfers,
assigns, sets over
and otherwise conveys to the Trustee on behalf of the Trust for the
benefit of
the Certificateholders, without recourse, the Depositor's rights to
receive any
BPP Mortgage Loan Payment. It is agreed and understood by the
parties hereto
that it is not intended that any mortgage loan be included in the
Trust that is
a "High-Cost Home Loan" as defined in any of (i) the New Jersey
Home Ownership
Act effective November 27, 2003, (ii) the New Mexico Home Loan
Protection Act
effective January 1, 2004, (iii) the Massachusetts Predatory Home
Loan Practices
Act effective November 7, 2004 or (iv) the Indiana Home Loan
Practices Act,
effective January 1, 2005.
(b) In connection with such transfer and assignment, the
Depositor
shall deliver or cause to be delivered to the Trustee, for the
benefit of the
Certificateholders, the following documents or instruments with
respect to each
Mortgage Loan so assigned:
(i) the
original Mortgage Note, endorsed by manual or facsimile
signature
in the following form: "Pay to the order of Wells Fargo Bank, N.A.,
as trustee
for the holders of the Banc of America Mortgage Securities, Inc.
Mortgage
Pass-Through Certificates, Series 2007-1, without recourse," with
all necessary
intervening endorsements showing a complete chain of endorsement
from the
originator to the Trustee (each such endorsement being sufficient
to transfer
all right, title and interest of the party so endorsing, as
noteholder or
assignee thereof, in and to that Mortgage Note);
(ii)
except as provided below, the original recorded Mortgage with
evidence of a recording thereon, or if any such Mortgage has not
been returned
from the applicable recording office or has been lost, or if such
public
recording office retains the original recorded Mortgage, a copy of
such Mortgage
certified by the Depositor as being a true and correct copy of the
Mortgage;
(iii)
subject to the provisos at the end of this paragraph, a duly
executed Assignment of Mortgage to "Wells Fargo Bank, N.A., as
trustee for the
holders of the Banc of America Mortgage Securities, Inc. Mortgage
Pass-Through
Certificates, Series 2007-1," (which may be included in a blanket
assignment or
assignments), together with, except as provided below, originals of
all interim
recorded assignments of such mortgage or a copy of such interim
assignment
certified by the Depositor as being a true and complete copy of the
original
recorded intervening assignments of Mortgage (each such assignment,
when duly
and validly completed, to be in recordable form and sufficient to
effect the
assignment of and transfer to the assignee thereof, under the
Mortgage to which
the assignment relates); provided that, if the related Mortgage has
not been
returned from the applicable public recording office, such
Assignment of
Mortgage may exclude the information to be provided by the
recording office; and
provided, further, if the related Mortgage has been recorded in the
name of
Mortgage Electronic Registration Systems, Inc. ("MERS") or its
designee, no
Assignment of Mortgage in favor of the Trustee will be required to
be prepared
or delivered and instead, the Servicer shall take all actions as
are necessary
to cause the Trust to be shown as the owner of the related Mortgage
Loan on the
records of MERS for purposes of the system of recording transfers
of beneficial
ownership of mortgages maintained by MERS;
(iv) the
originals of all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon,
if any;
(v) any of
(A) the original or duplicate original mortgagee title
insurance policy and all riders thereto, (B) a title search showing
no lien
(other than standard exceptions of the type described in Section
2.04 (viii)) on
the Mortgaged Property senior to the lien of the Mortgage or (C) an
opinion of
counsel of the type customarily rendered in the applicable
jurisdiction in lieu
of a title insurance policy;
(vi) the
original of any guarantee executed in connection with the
Mortgage Note;
(vii) for
each Mortgage Loan, if any, which is secured by a residential
long-term lease, a copy of the lease with evidence of recording
indicated
thereon, or, if the lease is in the process of being recorded, a
photocopy of
the lease, certified by an officer of the respective prior owner of
such
Mortgage Loan or by the applicable title insurance company,
closing/settlement/escrow agent or company or closing attorney to
be a true and
correct copy of the lease transmitted for recordation;
(viii) the
original of any security agreement, chattel mortgage or
equivalent document executed in connection with the Mortgage;
and
(ix) for
each Mortgage Loan secured by Co-op Shares, the originals of
the
following documents or instruments:
(A) The stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of recognition agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording
thereon; and
(G) Executed UCC-3 financing statements or other appropriate
UCC
financing
statements required by state law, evidencing a complete and
unbroken
line from the mortgagee to the Trustee with evidence of
recording
thereon
(or in a form suitable for recordation).
provided, however, that on the Closing Date, with respect to item
(iii), the
Depositor has delivered to the Trustee a copy of such Assignment of
Mortgage in
blank and has caused the Servicer to retain the completed
Assignment of Mortgage
for recording as described below, unless such Mortgage has been
recorded in the
name of MERS or its designee. In addition, if the Depositor is
unable to deliver
or cause the delivery of any original Mortgage Note due to the loss
of such
original Mortgage Note, the Depositor may deliver a copy of such
Mortgage Note,
together with a lost note affidavit, and shall thereby be deemed to
have
satisfied the document delivery requirements of this Section
2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim recorded assignments, (C)
all
assumption, modification, consolidation or extension agreements, if
any, or (D)
the lender's title policy, if any, (together with all riders
thereto) satisfying
the requirements of clause (ii), (iii), (iv) or (v) above,
respectively,
concurrently with the execution and delivery hereof because such
document or
documents have not been returned from the applicable public
recording office in
the case of clause (ii), (iii) or (iv) above, or because the title
policy, if
any, has not been delivered to either the Servicer or the Depositor
by the
applicable title insurer in the case of clause (v) above, the
Depositor shall
promptly deliver or cause to be delivered to the Trustee or the
Custodian on
behalf of the Trustee, in the case of clause (ii), (iii) or (iv)
above, such
Mortgage, such interim assignment or such assumption,
modification,
consolidation or extension agreement, as the case may be, with
evidence of
recording indicated thereon upon receipt thereof from the public
recording
office, but in no event shall any such delivery of any such
documents or
instruments be made later than one year following the Closing Date,
unless, in
the case of clause (ii), (iii) or (iv) above, there has been a
continuing delay
at the applicable recording office or, in the case of clause (v),
there has been
a continuing delay at the applicable insurer and the Depositor has
delivered the
Officer's Certificate to such effect to the Trustee. The Depositor
shall forward
or cause to be forwarded to the Trustee (1) from time to time
additional
original documents evidencing an assumption or modification of a
Mortgage Loan
and (2) any other documents required to be delivered by the
Depositor or the
Servicer to the Trustee or the Custodian on the Trustee's behalf.
In the event
that the original Mortgage is not delivered and in connection with
the payment
in full of the related Mortgage Loan the public recording office
requires the
presentation of a "lost instruments affidavit and indemnity" or any
equivalent
document, because only a copy of the Mortgage can be delivered with
the
instrument of satisfaction or reconveyance, the Servicer shall
prepare, execute
and deliver or cause to be prepared, executed and delivered, on
behalf of the
Trust, such a document to the public recording office.
As
promptly as practicable subsequent to such transfer and
assignment, and in any event, within 30 days thereafter, the
Servicer shall
(except for any Mortgage which has been recorded in the name of
MERS or its
designee) (I) cause each Assignment of Mortgage to be in proper
form for
recording in the appropriate public office for real property
records within 30
days of the Closing Date and (II) at the Depositor's expense, cause
to be
delivered for recording in the appropriate public office for real
property
records the Assignments of the Mortgages to the Trustee, except
that, with
respect to any Assignment of a Mortgage as to which the Servicer
has not
received the information required to prepare such assignment in
recordable form,
the Servicer's obligation to do so and to deliver the same for such
recording
shall be as soon as practicable after receipt of such information
and in any
event within 30 days after the receipt thereof and, no recording of
an
Assignment of Mortgage will be required in a state if either (i)
the Depositor
furnishes to the Trustee an unqualified Opinion of Counsel
reasonably acceptable
to the Trustee to the effect that recordation of such assignment is
not
necessary under applicable state law to preserve the Trustee's
interest in the
related Mortgage Loan against the claim of any subsequent
transferee of such
Mortgage Loan or any successor to, or creditor of, the Depositor or
the
originator of such Mortgage Loan or (ii) the recordation of an
Assignment of
Mortgage in such state is not required by either Rating Agency in
order to
obtain the initial ratings on the Certificates on the Closing Date.
Set forth on
Exhibit L attached hereto is a list of all states where recordation
is required
by either Rating Agency to obtain the initial ratings of the
Certificates. The
Trustee may rely and shall be protected in relying upon the
information
contained in such Exhibit L.
In the case of Mortgage Loans that have been prepaid in full as
of
the Closing Date, the Depositor, in lieu of delivering the above
documents to
the Trustee, or the Custodian on the Trustee's behalf, will cause
the Servicer
to deposit in the Servicer Custodial Account the portion of such
payment that is
required to be deposited in the Servicer Custodial Account pursuant
to Section
3.08.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
Subject to the provisions of the following paragraph, the Trustee
declares that
it, or the Custodian as its agent, will hold the documents referred
to in
Section 2.01 and the other documents delivered to it constituting
the Mortgage
Files, and that it will hold such other assets as are included in
the Trust
Estate, in trust for the exclusive use and benefit of all present
and future
Certificateholders. Upon execution and delivery of this document,
the Trustee
shall deliver or cause the Custodian to deliver to the Depositor,
the Trustee
and the Servicer a certification in the form of Exhibit M hereto
(the "Initial
Certification") to the effect that, except as may be specified in a
list of
exceptions attached thereto, it has received the original Mortgage
Note relating
to each of the Mortgage Loans listed on the Mortgage Loan
Schedule.
Within 90 days after the execution and delivery of this
Agreement,
the Trustee shall review, or cause the Custodian to review, the
Mortgage Files
in its possession, and shall deliver to the Depositor, the Trustee
and the
Servicer a certification in the form of Exhibit N hereto (the
"Final
Certification") to the effect that, as to each Mortgage Loan listed
in the
Mortgage Loan Schedule, except as may be specified in a list of
exceptions
attached to such Final Certification, such Mortgage File contains
all of the
items required to be delivered pursuant to Section 2.01(b).
If, in the course of such review, the Trustee or the Custodian
finds
any document constituting a part of a Mortgage File which does not
meet the
requirements of Section 2.01 or is omitted from such Mortgage File,
the Trustee
shall promptly so notify the Servicer and the Depositor, or shall
cause the
Custodian to promptly so notify the Servicer and the Depositor. In
performing
any such review, the Trustee or the Custodian may conclusively rely
on the
purported genuineness of any such document and any signature
thereon. It is
understood that the scope of the Trustee's or the Custodian's
review of the
Mortgage Files is limited solely to confirming that the documents
listed in
Section 2.01 have been received and further confirming that any and
all
documents delivered pursuant to Section 2.01 appear on their face
to have been
executed and relate to the Mortgage Loans identified in the
Mortgage Loan
Schedule based solely upon the review of items (i) and (xi) in the
definition of
Mortgage Loan Schedule. Neither the Trustee nor the Custodian shall
have any
responsibility for determining whether any document is valid and
binding,
whether the text of any assignment or endorsement is in proper or
recordable
form, whether any document has been recorded in accordance with the
requirements
of any applicable jurisdiction, or whether a blanket assignment is
permitted in
any applicable jurisdiction. The Depositor hereby covenants and
agrees that it
will promptly correct or cure such defect within 90 days from the
date it was so
notified of such defect and, if the Depositor does not correct or
cure such
defect within such period, the Depositor will either (a) substitute
for the
related Mortgage Loan a Substitute Mortgage Loan, which
substitution shall be
accomplished in the manner and subject to the conditions set forth
below or (b)
purchase such Mortgage Loan from the Trustee at the Repurchase
Price for such
Mortgage Loan; provided, however, that in no event shall such a
substitution
occur more than two years from the Closing Date; provided, further,
that such
substitution or repurchase shall occur within 90 days of when such
defect was
discovered if such defect will cause the Mortgage Loan not to be a
"qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code.
With respect to each Substitute Mortgage Loan the Depositor
shall
deliver to the Trustee, for the benefit of the Certificateholders,
the Mortgage
Note, the Mortgage, the related Assignment of Mortgage (except for
any Mortgage
which has been recorded in the name of MERS or its designee), and
such other
documents and agreements as are otherwise required by Section 2.01,
with the
Mortgage Note endorsed and the Mortgage assigned as required by
Section 2.01. No
substitution is permitted to be made in any calendar month after
the
Determination Date for such month. Monthly Payments due with
respect to any such
Substitute Mortgage Loan in the month of substitution shall not be
part of the
Trust Estate and will be retained by the Depositor. For the month
of
substitution, distributions to Certificateholders will include the
Monthly
Payment due for such month on any Defective Mortgage Loan for which
the
Depositor has substituted a Substitute Mortgage Loan.
The Servicer shall amend the Mortgage Loan Schedule for the
benefit
of the Certificateholders to reflect the removal of each Mortgage
Loan that has
become a Defective Mortgage Loan and the substitution of the
Substitute Mortgage
Loan or Loans and the Servicer shall deliver the amended Mortgage
Loan Schedule
to the Trustee and the Custodian. Upon such substitution, each
Substitute
Mortgage Loan shall be subject to the terms of this Agreement in
all respects,
and the Depositor shall be deemed to have made to the Trustee with
respect to
such Substitute Mortgage Loan, as of the date of substitution,
the
representations and warranties made pursuant to Section 2.04. Upon
any such
substitution and the deposit to the Servicer Custodial Account of
any required
Substitution Adjustment Amount (as described in the next paragraph)
and receipt
of a Request for Release, the Trustee shall release, or shall
direct the
Custodian to release, the Mortgage File relating to such Defective
Mortgage Loan
to the Depositor and shall execute and deliver at the Depositor's
direction such
instruments of transfer or assignment prepared by the Depositor, in
each case
without recourse, as shall be necessary to vest title in the
Depositor, or its
designee, to the Trustee's interest in any Defective Mortgage Loan
substituted
for pursuant to this Section 2.02.
For any month in which the Depositor substitutes one or more
Substitute Mortgage Loans for one or more Defective Mortgage Loans,
the amount
(if any) by which the aggregate principal balance of all such
Substitute
Mortgage Loans in a Loan Group as of the date of substitution is
less than the
aggregate Stated Principal Balance of all such Defective Mortgage
Loans in such
Loan Group (after application of the principal portion of the
Monthly Payments
due in the month of substitution) (the "Substitution Adjustment
Amount" for such
Loan Group) plus an amount equal to the aggregate of any
unreimbursed Advances
with respect to such Defective Mortgage Loans shall be deposited
into the
Servicer Custodial Account by the Depositor on or before the
Remittance Date for
the Distribution Date in the month succeeding the calendar month
during which
the related Mortgage Loan is required to be purchased or replaced
hereunder.
The Trustee shall retain or shall cause the Custodian to retain
possession and custody of each Mortgage File in accordance with and
subject to
the terms and conditions set forth herein. The Servicer shall
promptly deliver
to the Trustee, upon the execution or, in the case of documents
requiring
recording, receipt thereof, the originals of such other documents
or instruments
constituting the Mortgage File as come into the Servicer's
possession from time
to time.
It is understood and agreed that the obligation of the Depositor
to
substitute for or to purchase any Mortgage Loan which does not meet
the
requirements of Section 2.01 shall constitute the sole remedy
respecting such
defect available to the Trustee and any Certificateholder against
the Depositor.
The Trustee or the Custodian, on behalf of the Trustee, shall
be
under no duty or obligation (i) to inspect, review or examine any
such
documents, instruments, certificates or other papers to determine
that they are
genuine, enforceable, or appropriate for the represented purpose or
that they
are other than what they purport to be on their face or (ii) to
determine
whether any Mortgage File should include any of the documents
specified in
Section 2.01(b)(iv), (vi), (vii), (viii) and (ix). In connection
with making the
certifications required hereunder, to the extent a title search or
opinion of
counsel has been provided in lieu of a title policy for any
Mortgage Loan, the
Trustee shall only be responsible for confirming that a title
search or opinion
of counsel has been provided for such Mortgage Loan and shall not
be deemed to
have certified that the content of such title search or opinion of
counsel is
sufficient to meet the requirements of Section 2.01(b)(v).
Section 2.03 Representations and Warranties of the Servicer.
The
Servicer hereby makes the following representations and warranties
to the
Depositor and the Trustee, as of the Closing Date:
(i) The Servicer is a national banking association duly
organized,
validly
existing, and in good standing under the federal laws of the
United
States of America and has all licenses necessary to carry on
its
business
as now being conducted and is licensed, qualified and in good
standing
in each of the states where a Mortgaged Property is located if
the laws
of such state require licensing or qualification in order to
conduct
business of the type conducted by the Servicer. The Servicer
has
power and
authority to execute and deliver this Agreement and to perform
in
accordance herewith; the execution, delivery and performance of
this
Agreement
(including all instruments of transfer to be delivered pursuant
to this
Agreement) by the Servicer and the consummation of the
transactions contemplated hereby have been duly and validly
authorized.
This
Agreement, assuming due authorization, execution and delivery by
the
other
parties hereto, evidences the valid, binding and enforceable
obligation
of the Servicer, subject to applicable law except as
enforceability may be limited by (A) bankruptcy, insolvency,
liquidation,
receivership, moratorium, reorganization or other similar laws
affecting
the
enforcement of creditors' rights generally or creditors of
national
banks and
(B) general principles of equity, whether enforcement is sought
in a
proceeding in equity or at law. All requisite corporate action
has
been taken
by the Servicer to make this Agreement valid and binding upon
the
Servicer in accordance with its terms.
(ii) No consent, approval, authorization or order is required
for
the
transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory
authority
having
jurisdiction over the Servicer is required or, if required,
such
consent,
approval, authorization or order has been or will, prior to the
Closing
Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement
are in the ordinary course of business of the Servicer and will
not result
in the breach of any term or provision of the charter or
by-laws of
the Servicer or result in the breach of any term or provision
of, or
conflict with or constitute a default under or result in the
acceleration of any obligation under, any agreement, indenture or
loan or
credit
agreement or other instrument to which the Servicer or its
property
is
subject, or result in the violation of any law, rule,
regulation,
order,
judgment or decree to which the Servicer or its property is
subject.
(iv) There is no action, suit, proceeding or investigation
pending
or, to the
best knowledge of the Servicer, threatened against the Servicer
which,
either individually or in the aggregate, would result in any
material
adverse change in the business, operations, financial
condition,
properties
or assets of the Servicer, or in any material impairment of the
right or
ability of the Servicer to carry on its business substantially
as
now
conducted or which would draw into question the validity of
this
Agreement
or the Mortgage Loans or of any action taken or to be taken in
connection
with the obligations of the Servicer contemplated herein, or
which
would materially impair the ability of the Servicer to perform
under
the terms
of this Agreement.
The representations and warranties made pursuant to this
Section
2.03 shall survive delivery of the respective Mortgage Files to the
Trustee for
the benefit of the Certificateholders. Upon discovery by any of the
Depositor,
the Servicer or the Trustee of a breach of any of the
representations or
warranties set forth in this Section 2.03, the party discovering
such breach
shall give prompt written notice to the other parties.
Section 2.04 Representations and Warranties of the Depositor as
to
the Mortgage Loans. The Depositor hereby represents and warrants to
the Trustee
with respect to the Mortgage Loans or each Mortgage Loan, as the
case may be, as
of the date hereof or such other date set forth herein that as of
the Closing
Date:
(i) The information set forth in the Mortgage Loan Schedule is
true
and
correct in all material respects.
(ii) There are no delinquent taxes, ground rents, governmental
assessments, insurance premiums, leasehold payments, including
assessments
payable in
future installments or other outstanding charges affecting the
lien
priority of the related Mortgaged Property.
(iii) The terms of the Mortgage Note and the Mortgage have not
been
impaired,
waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office
if
necessary
to maintain the lien priority of the Mortgage, and which have
been
delivered to the Trustee; the substance of any such waiver,
alteration
or modification has been approved by the insurer under the
Primary
Insurance Policy, if any, the title insurer, to the extent
required
by the related policy, and is reflected on the Mortgage Loan
Schedule.
No instrument of waiver, alteration or modification has been
executed, and no
Mortgagor has been released, in whole or in part, except
in
connection with an assumption agreement approved by the insurer
under
the
Primary Insurance Policy, if any, the title insurer, to the
extent
required
by the policy, and which assumption agreement has been
delivered
to the
Trustee.
(iv) The Mortgage Note and the Mortgage are not subject to any
right
of
rescission, set-off, counterclaim or defense, including the defense
of
usury, nor
will the operation of any of the terms of the Mortgage Note and
the
Mortgage, or the exercise of any right thereunder, render either
the
Mortgage
Note or the Mortgage unenforceable, in whole or in part, or
subject to
any right of rescission, set-off, counterclaim or defense,
including
the defense of usury and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto.
(v) All buildings upon the Mortgaged Property are insured by an
insurer
generally acceptable to prudent mortgage lending institutions
against
loss by fire, hazards of extended coverage and such other
hazards
as are
customary in the area the Mortgaged Property is located,
pursuant
to
insurance policies conforming to the requirements of Customary
Servicing
Procedures and this Agreement. All such insurance policies
contain a
standard mortgagee clause naming the originator of the Mortgage
Loan, its
successors and assigns as mortgagee and all premiums thereon
have been
paid. If the Mortgaged Property is in an area identified on a
flood
hazard map or flood insurance rate map issued by the Federal
Emergency
Management Agency as having special flood hazards (and such
flood
insurance has been made available), a flood insurance policy
meeting
the
requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the
requirements of
Fannie Mae
or Freddie Mac. The Mortgage obligates the Mortgagor thereunder
to
maintain all such insurance at the Mortgagor's cost and expense,
and on
the
Mortgagor's failure to do so, authorizes the holder of the Mortgage
to
maintain
such insurance at Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor.
(vi) Any and all requirements of any federal, state or local
law
including,
without limitation, usury, truth in lending, real estate
settlement
procedures, consumer credit protections, all applicable
predatory
and abusive lending laws, equal credit opportunity or
disclosure
laws
applicable to the origination and servicing of Mortgage Loan
have
been
complied with.
(vii) The
Mortgage has not been satisfied, canceled, subordinated or
rescinded,
in whole or in part (other than as to Principal Prepayments in
full which
may have been received prior to the Closing Date), and the
Mortgaged
Property has not been released from the lien of the Mortgage,
in
whole or
in part, nor has any instrument been executed that would effect
any such
satisfaction, cancellation, subordination, rescission or
release.
(viii) The Mortgage is a valid, existing and enforceable first
lien
on the
Mortgaged Property, including all improvements on the Mortgaged
Property
subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions
and
restrictions, rights of way, easements and other matters of the
public
record as
of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in the lender's
title
insurance
policy delivered to the originator of the Mortgage Loan and
which do
not adversely affect the Appraised Value of the Mortgaged
Property,
(C) if the Mortgaged Property consists of Co-op Shares, any
lien
for
amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents
or
maintenance expenses secured by the real property owned by the
cooperative
housing
corporation, and (D) other matters to which like properties are
commonly
subject which do not materially interfere with the benefits of
the
security intended to be provided by the Mortgage or the use,
enjoyment,
value or marketability of the related Mortgaged Property. Any
security
agreement, chattel mortgage or equivalent document related to
and
delivered
in connection with the Mortgage Loan establishes and creates a
valid,
existing and enforceable first lien and first priority security
interest
on the property described therein and the Depositor has the
full
right to
sell and assign the same to the Trustee.
(ix) The Mortgage Note and the related Mortgage are genuine and
each
is the
legal, valid and binding obligation of the maker thereof,
enforceable in
accordance with its terms except as enforceability may be
limited by
(A) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or other similar laws affecting the
enforcement
of the
rights of creditors and (B) general principles of equity,
whether
enforcement is sought in a proceeding in equity or at law.
(x) All parties to the Mortgage Note and the Mortgage had legal
capacity
to enter into the Mortgage Loan and to execute and deliver the
Mortgage
Note and the Mortgage, and the Mortgage Note and the Mortgage
have been
duly and properly executed by such parties.
(xi) The proceeds of the Mortgage Loan have been fully disbursed
to
or for the
account of the Mortgagor and there is no obligation for the
Mortgagee
to advance additional funds thereunder and any and all
requirements as to completion of any on-site or off-site
improvements and
as to
disbursements of any escrow funds therefor have been complied
with.
All costs,
fees and expenses incurred in making or closing the Mortgage
Loan and
the recording of the Mortgage have been paid, and the Mortgagor
is not
entitled to any refund of any amounts paid or due to the
Mortgagee
pursuant
to the Mortgage Note or Mortgage.
(xii) To the best of the Depositor's knowledge, all parties
which
have had
any interest in the Mortgage Loan, whether as mortgagee,
assignee,
pledgee or otherwise, are (or, during the period in which they
held and
disposed of such interest, were) in compliance with any and all
applicable
"doing business" and licensing requirements of the laws of the
state
wherein the Mortgaged Property is located.
(xiii) (A) The Mortgage Loan is covered by an ALTA lender's
title
insurance
policy, acceptable to Fannie Mae or Freddie Mac, issued by a
title
insurer acceptable to Fannie Mae or Freddie Mac and qualified to
do
business
in the jurisdiction where the Mortgaged Property is located,
insuring
(subject to the exceptions contained in (viii)(A) and (B)
above)
the
Seller, its successors and assigns as to the first priority lien
of
the
Mortgage in the original principal amount of the Mortgage Loan, (B)
a
title
search has been done showing no lien (other than the exceptions
contained
in (viii)(A) and (B) above) on the related Mortgaged Property
senior to
the lien of the Mortgage or (C) in the case of any Mortgage
Loan
secured by
a Mortgaged Property located in a jurisdiction where such
policies
are generally not available, an opinion of counsel of the type
customarily rendered in such jurisdiction in lieu of title
insurance is
instead
received. For each Mortgage Loan covered by a title insurance
policy (x)
the Depositor is the sole insured of such lender's title
insurance
policy, and such lender's title insurance policy is in full
force and
effect and will be in full force and effect upon the
consummation of the transactions contemplated by this Agreement and
(y) no
claims
have been made under such lender's title insurance policy, and
the
Depositor
has not done, by act or omission, anything which would impair
the
coverage of such lender's title insurance policy.
(xiv) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and
no event
which,
with the passage of time or with notice and the expiration of
any
grace or
cure period, would constitute a default, breach, violation or
event of
acceleration, and the Seller has not waived any default,
breach,
violation
or event of acceleration.
(xv) As of the date of origination of the Mortgage Loan, there
had
been no
mechanics' or similar liens or claims filed for work, labor or
material
(and no rights are outstanding that under law could give rise
to
such lien)
affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related
Mortgage.
(xvi) All improvements which were considered in determining the
Appraised
Value of the related Mortgaged Property lay wholly within the
boundaries
and building restriction lines of the Mortgaged Property, and
no
improvements on adjoining properties encroach upon the
Mortgaged
Property.
(xvii) The Mortgage Loan was originated by a savings and loan
association, savings bank, commercial bank, credit union,
insurance
company,
or similar institution which is supervised and examined by a
federal or
state authority, or by a mortgagee approved by the Secretary of
Housing and
Urban Development pursuant to sections 203 and 211 of the
National
Housing Act.
(xviii) Principal payments on the Mortgage Loan commenced no
more
than sixty
days after the proceeds of the Mortgaged Loan were disbursed.
The
Mortgage Loans are 20 to 30-year fixed rate mortgage loans having
an
original
term to maturity of not more than 30 years, with interest
payable
in arrears
on the first day of the month. Each Mortgage Note requires a
monthly
payment which is sufficient to fully amortize the original
principal
balance over the original term thereof and to pay interest at
the
related Mortgage Interest Rate. The Mortgage Note does not
permit
negative
amortization.
(xix) There is no proceeding pending or, to the Depositor's
knowledge,
threatened for the total or partial condemnation of the
Mortgaged
Property. The Mortgaged Property is in good repair and is
undamaged
by waste, fire, earthquake or earth movement, windstorm, flood,
tornado or
other casualty, so as to affect adversely the value of the
Mortgaged
Property as security for the Mortgage Loan or the use for which
the
premises were intended.
(xx) The Mortgage and related Mortgage Note contain customary
and
enforceable provisions such as to render the rights and remedies of
the
holder
thereof adequate for the realization against the Mortgaged
Property
of the
benefits of the security provided thereby, including (A) in the
case of a
Mortgage designated as a deed of trust, by trustee's sale, and
(B)
otherwise by judicial foreclosure. To the best of the
Depositor's
knowledge,
following the date of origination of the Mortgage Loan, the
Mortgaged Property has
not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for
protection
under
applicable bankruptcy laws. There is no homestead or other
exemption
or right
available to the Mortgagor or any other person which would
interfere
with the right to sell the Mortgaged Property at a trustee's
sale or
the right to foreclose the Mortgage.
(xxi) Other than any Borrowers Protection Plan(R) addendum to
the
Mortgage
Note of a BPP Mortgage Loan, the Mortgage Note and Mortgage are
on forms
acceptable to Fannie Mae or Freddie Mac.
(xxii) The Mortgage Note is not and has not been secured by any
collateral
except the lien of the corresponding Mortgage on the Mortgaged
Property
and the security interest of any applicable security agreement
or
chattel
mortgage referred to in (viii) above.
(xxiii) Each appraisal of the related Mortgaged Property, is in
a
form
acceptable to Fannie Mae or Freddie Mac and such appraisal
complies
with the
requirements of FIRREA, and was made and signed, prior to the
approval
of the Mortgage Loan application, by a Qualified Appraiser.
(xxiv) In the event the Mortgage constitutes a deed of trust, a
trustee,
duly qualified under applicable law to serve as such, has been
properly
designated and currently so serves, and no fees or expenses are
or will
become payable by the Trustee to the trustee under the deed of
trust,
except in connection with a trustee's sale after default by the
Mortgagor.
(xxv) No Mortgage Loan is a graduated payment mortgage loan, no
Mortgage
Loan has a shared appreciation or other contingent interest
feature,
and no more than 0.003% and 0.005% (by Cut-off Date Principal
Balance)
of the Group 1 and Group 2 Mortgage Loans, respectively, are
Buy-Down
Mortgage Loans.
(xxvi) The Mortgagor has received all disclosure materials
required
by
applicable law with respect to the making of mortgage loans of the
same
type as
the Mortgage Loan and rescission materials required by
applicable
law if the
Mortgage Loan is a Refinance Mortgage Loan.
(xxvii) Each Primary
Insurance Policy to which any Mortgage Loan is
subject
will be issued by an insurer acceptable to Fannie Mae or
Freddie
Mac, which
insures that portion of the Mortgage Loan in excess of the
portion of
the Appraised Value of the Mortgaged Property required by
Fannie
Mae. All provisions of such Primary Insurance Policy have been
and
are being
complied with, such policy is in full force and effect, and all
premiums
due thereunder have been paid. Any Mortgage subject to any such
Primary
Insurance Policy obligates the Mortgagor thereunder to maintain
such
insurance and to pay all premiums and charges in connection
therewith
at least
until Loan-to-Value Ratio of such Mortgage Loan is reduced to
less than
80%. The Mortgage Interest Rate for the Mortgage Loan does not
include
any such insurance premium.
(xxviii) To the best of the Depositor's knowledge as of the date
of
origination of the Mortgage Loan, (A) the Mortgaged Property is
lawfully
occupied
under applicable law, (B) all inspections, licenses and
certificates required to be made or issued with respect to all
occupied
portions
of the Mortgaged Property and, with respect to the use and
occupancy of the
same, including but not limited to certificates of
occupancy,
have been made or obtained from the appropriate authorities and
(C) no
improvement located on or part of the Mortgaged Property is in
violation
of any zoning law or regulation.
(xxix) The Assignment of Mortgage (except with respect to any
Mortgage
that has been recorded in the name of MERS or its designee) is
in
recordable
form and is acceptable for recording under the laws of the
jurisdiction in
which the Mortgaged Property is located.
(xxx) All payments required to be made prior to the Cut-off Date
for
such
Mortgage Loan under the terms of the Mortgage Note have been made
and
no
Mortgage Loan has been more than 30 days delinquent more than twice
in
the twelve
month period immediately prior to the Cut-off Date.
(xxxi) With respect to each Mortgage Loan, the Depositor or
Servicer
is in
possession of a complete Mortgage File except for the documents
which have
been delivered to the Trustee or which have been submitted for
recording
and not yet returned.
(xxxii) Immediately prior to the transfer and assignment
contemplated herein, the Depositor was the sole owner and holder of
the
Mortgage
Loans. The Mortgage Loans were not assigned or pledged by the
Depositor
and the Depositor had good and marketable title thereto, and
the
Depositor
had full right to transfer and sell the Mortgage Loans to the
Trustee
free and clear of any encumbrance, participation interest,
lien,
equity,
pledge, claim or security interest and had full right and
authority
subject to no interest or participation in, or agreement with
any other
party to sell or otherwise transfer the Mortgage Loans.
(xxxiii) Any future advances made prior to the Cut-off Date
have
been
consolidated with the outstanding principal amount secured by
the
Mortgage,
and the secured principal amount, as consolidated, bears a
single
interest rate and single repayment term. The lien of the
Mortgage
securing
the consolidated principal amount is expressly insured as
having
first lien
priority by a title insurance policy, an endorsement to the
policy
insuring the mortgagee's consolidated interest or by other
title
evidence
acceptable to Fannie Mae and Freddie Mac. The consolidated
principal
amount does not exceed the original principal amount of the
Mortgage
Loan.
(xxxiv) The Mortgage Loan was underwritten in accordance with
the
applicable
Underwriting Guidelines in effect at the time of origination
with
exceptions thereto exercised in a reasonable manner.
(xxxv) If the Mortgage Loan is secured by a long-term
residential
lease, (1)
the lessor under the lease holds a fee simple interest in the
land; (2)
the terms of such lease expressly permit the mortgaging of the
leasehold
estate, the assignment of the lease without the lessor's
consent
and the
acquisition by the holder of the Mortgage of the rights of the
lessee
upon foreclosure or assignment in lieu of foreclosure or
provide
the holder
of the Mortgage with substantially similar protections; (3) the
terms of
such lease do not (a) allow the termination thereof upon the
lessee's
default without the holder of the Mortgage being entitled to
receive
written notice of, and opportunity to cure, such default, (b)
allow the
termination of the lease in the event of damage or destruction
as long as
the Mortgage is in existence, (c) prohibit the holder of the
Mortgage
from being insured (or receiving proceeds of insurance) under
the
hazard
insurance policy or policies relating to the Mortgaged Property
or
(d) permit
any increase in the rent other than pre-established increases
set forth
in the lease; (4) the original term of such lease is not less
than 15
years; (5) the term of such lease does not terminate earlier
than
five years
after the maturity date of the Mortgage Note; and (6) the
Mortgaged
Property is located in a jurisdiction in which the use of
leasehold
estates in transferring ownership in residential properties is
a
widely accepted
practice.
(xxxvi) No more than 0.003% and 0.007% (by Cut-off Date
Principal
Balance)
of the Group 1 and Group 2 Mortgage Loans, respectively, are
secured by
long-term residential leases.
(xxxvii) The Mortgaged Property is located in the state
identified
in the
Mortgage Loan Schedule and consists of a parcel of real
property
with a
detached single family residence erected thereon, or a two- to
four-family dwelling, or an individual condominium unit, or an
individual
unit in a
planned unit development, or, in the case of Mortgage Loans
secured by
Co-op Shares, leases or occupancy agreements; provided,
however,
that any condominium project or planned unit development
generally
conforms with the applicable Underwriting Guidelines regarding
such
dwellings, and no residence or dwelling is a mobile home or a
manufactured dwelling.
(xxxviii) The Depositor used no adverse selection procedures in
selecting
the Mortgage Loan for inclusion in the Trust Estate.
(xxxix) Each Mortgage Loan is a "qualified mortgage" within the
meaning of
Section 860G(a)(3) of the Code.
(xl) With respect to each Mortgage where a lost note affidavit
has
been
delivered to the Trustee in place of the related Mortgage Note,
the
related
Mortgage Note is no longer in existence.
(xli) No Mortgage Loan is a "high cost" loan as defined under
any
federal,
state or local law applicable to such Mortgage Loan at the time
of its
origination.
(xlii) No Mortgage Loan is a High Cost Loan or Covered Loan, as
applicable
(as such terms are defined in the then-current S&P's
LEVELS(R)
Glossary
which is now Version 5.7, Appendix E) and no Mortgage Loan
originated
on or after October 1, 2002 through March 6, 2003 is governed
by the
Georgia Fair Lending Act.
(xliii) No Mortgage Loan is subject to the provisions of the
Home
Ownership and Equity
Protection Act of 1994, as amended.
Notwithstanding the foregoing, no representations or warranties
are
made by the Depositor as to the environmental condition of any
Mortgaged
Property; the absence, presence or effect of hazardous wastes or
hazardous
substances on any Mortgaged Property; any casualty resulting from
the presence
or effect of hazardous wastes or hazardous substances on, near or
emanating from
any Mortgaged Property; the impact on Certificateholders of any
environmental
condition or presence of any hazardous substance on or near any
Mortgaged
Property; or the compliance of any Mortgaged Property with any
environmental
laws, nor is any agent, Person or entity otherwise affiliated with
the Depositor
authorized or able to make any such representation, warranty or
assumption of
liability relative to any Mortgaged Property. In addition, no
representations or
warranties are made by the Depositor with respect to the absence or
effect of
fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and
warranties
set forth in this Section 2.04 shall survive delivery of the
respective Mortgage
Files to the Trustee or the Custodian and shall inure to the
benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement
or assignment.
Upon discovery by any of the Depositor, the Servicer, the Trustee
or
the Custodian that any of the representations and warranties set
forth in this
Section 2.04 is not accurate (referred to herein as a "breach") and
that such
breach materially and adversely affects the interests of the
Certificateholders
in the related Mortgage Loan, the party discovering such breach
shall give
prompt written notice to the other parties (any Custodian being so
obligated
under a custodial agreement); provided that any such breach that
causes the
Mortgage Loan not to be a "qualified mortgage" within the meaning
of Section
860G(a)(3) of the Code shall be deemed to materially and adversely
affect the
interests of the Certificateholders. Within 90 days of its
discovery or its
receipt of notice of any such breach, the Depositor shall cure such
breach in
all material respects or shall either (i) repurchase the Mortgage
Loan or any
property acquired in respect thereof from the Trustee at a price
equal to the
Repurchase Price or (ii) if within two years of the Closing Date,
substitute for
such Mortgage Loan in the manner described in Section 2.02;
provided that if the
breach would cause the Mortgage Loan to be other than a "qualified
mortgage" as
defined in Section 860G(a)(3) of the Code, any such repurchase or
substitution
must occur within 90 days from the date the breach was discovered.
In addition
to the foregoing, if a breach of the representation set forth in
clause (vi) or
(xlii) of this Section 2.04 occurs as a result of a violation of an
applicable
predatory or abusive lending law, the Depositor shall reimburse the
Trust for
all costs or damages incurred by the Trust as a result of the
violation of such
law (such amount, the "Reimbursement Amount"). The Repurchase Price
of any
repurchase described in this paragraph, the Substitution Adjustment
Amount, if
any, and any Reimbursement Amount shall be deposited in the
Servicer Custodial
Account. It is understood and agreed that, except with respect to
the second
preceding sentence, the obligation of the Depositor to repurchase
or substitute
for any Mortgage Loan or Mortgaged Property as to which such a
breach has
occurred and is continuing shall constitute the sole remedy
respecting such
breach available to Certificateholders, or to the Trustee on behalf
of
Certificateholders, and such obligation shall survive until
termination of the
Trust hereunder.
Section 2.05 Designation of Interests in the REMICs. The
Depositor
hereby designates the Classes of Senior Certificates (other than
the
Exchangeable Certificates and the Class 1-A-R Certificate and other
than the
right of the Class 1-A-18 and Class 2-A-11 Certificates to receive
the Yield
Maintenance Agreement Payments) and the Classes of Subordinate
Certificates as
"regular interests" and the Class R-U Interest as the single class
of "residual
interest" in the Upper-Tier REMIC for the purposes of Code Sections
860G(a)(1)
and 860G(a)(2), respectively. The Depositor hereby further
designates the Class
1-A-L1 Interest, Class 1-A-L4 Interest, Class 1-A-L6 Interest,
Class 1-A-L12
Interest, Class 1-A-L16 Interest, Class 1-A-L18 Interest, Class
1-A-LUR
Interest, Class 1-LIO Interest, Class 1-LPO Interest, Class 1-M-L1
Interest,
Class 1-B-L1 Interest, Class 1-B-L2 Interest, Class 1-B-L3
Interest, Class
1-B-L4 Interest, Class 1-B-L5 Interest, Class 1-B-L6 Interest,
Class 2-A-L1
Interest, Class 2-A-L4 Interest, Class 2-A-L5 Interest, Class
2-A-L8 Interest,
Class 2-A-L11 Interest, Class 2-LIO Interest, Class 2-LPO Interest,
Class 2-M-L1
Interest, Class 2-B-L1 Interest, Class 2-B-L2 Interest, Class
2-B-L3 Interest,
Class 2-B-L4 Interest, Class 2-B-L5 Interest and Class 2-B-L6
Interest as
classes of "regular interests" and the Class R-L Interest as the
single class of
"residual interest" in the Lower-Tier REMIC for the purposes of
Code Sections
860G(a)(1) and 860G(a)(2), respectively.
Section 2.06 Designation of Start-up Day. The Closing Date is
hereby
designated as the "start-up day" of each of the Upper-Tier REMIC
and Lower-Tier
REMIC within the meaning of Section 860G(a)(9) of the Code.
Section 2.07 REMIC Certificate Maturity Date. Solely for purposes
of
satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations,
the "latest
possible maturity date" of the regular interests in the Upper-Tier
REMIC and
Lower-Tier REMIC is March 25, 2037.
Section 2.08 Execution and Delivery of Certificates. The Trustee
(i)
acknowledges the issuance of and hereby declares that it holds
the
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier
REMIC and the
Certificateholders and (ii) has executed and delivered to or upon
the order of
the Depositor, in exchange for the Mortgage Loans and
Uncertificated Lower-Tier
Interests, together with all other assets included in the
definition of "Trust
Estate," receipt of which is hereby acknowledged, Certificates
(other than the
Exchangeable Certificates) in authorized denominations which,
together with the
Uncertificated Lower-Tier Interests, evidence ownership of the
entire Trust
Estate.
In addition, the Trustee shall, from time to time as requested
by
beneficial owners of Exchangeable REMIC Certificates or
Exchangeable
Certificates pursuant to Section 5.10(b), exchange Exchangeable
REMIC
Certificates for Exchangeable Certificates and vice versa.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans. For and on
behalf
of the Certificateholders, the Servicer shall service and
administer the
Mortgage Loans, all in accordance with the terms of this Agreement,
Customary
Servicing Procedures, applicable law and the terms of the Mortgage
Notes and
Mortgages. In connection with such servicing and administration,
the Servicer
shall have full power and authority, acting alone and/or through
Subservicers as
provided in Section 3.02, to do or cause to be done any and all
things that it
may deem necessary or desirable in connection with such servicing
and
administration including, but not limited to, the power and
authority, subject
to the terms hereof, (a) to execute and deliver, on behalf of
the
Certificateholders and the Trustee, customary consents or waivers
and other
instruments and documents, (b) to consent, with respect to the
Mortgage Loans it
services, to transfers of any Mortgaged Property and assumptions of
the Mortgage
Notes and related Mortgages (but only in the manner provided in
this Agreement),
(c) to collect any Insurance Proceeds and other Liquidation
Proceeds relating to
the Mortgage Loans it services, and (d) to effectuate foreclosure
or other
conversion of the ownership of the Mortgaged Property securing any
Mortgage Loan
it services. The Servicer shall represent and protect the interests
of the Trust
in the same manner as it protects its own interests in mortgage
loans in its own
portfolio in any claim, proceeding or litigation regarding a
Mortgage Loan and
shall not make or permit any modification, waiver or amendment of
any term of
any Mortgage Loan, except as provided pursuant to Section 3.21.
Without limiting
the generality of the foregoing, the Servicer, in its own name or
in the name of
any Subservicer or the Depositor and the Trustee, is hereby
authorized and
empowered by the Depositor and the Trustee, when the Servicer or
any
Subservicer, as the case may be, believes it appropriate in its
reasonable
judgment, to execute and deliver, on behalf of the Trustee, the
Depositor, the
Certificateholders or any of them, any and all instruments or
agreements of
satisfaction, cancellation, default, assumption, modification,
discharge,
partial or full release, and all other comparable instruments and
agreements,
with respect to the Mortgage Loans it services, and with respect to
the related
Mortgaged Properties held for the benefit of the
Certificateholders. To the
extent that the Servicer is not permitted to execute and deliver
such documents
pursuant to the preceding sentence, the Servicer shall prepare and
deliver to
the Depositor and/or the Trustee such documents requiring execution
and delivery
by either or both of them as are necessary or appropriate to enable
the Servicer
to service and administer the Mortgage Loans it services. Upon
receipt of such
documents, the Depositor and/or the Trustee, upon the direction of
the Servicer,
shall promptly execute such documents and deliver them to the
Servicer.
Alternatively, upon the request of the Servicer, the Trustee shall
execute and
deliver to the Servicer any additional powers of attorney and other
documents
prepared by the Servicer that are reasonably necessary or
appropriate to enable
the Servicer to carry out its servicing and administrative duties
under this
Agreement.
In accordance with the standards of the preceding paragraph,
the
Servicer shall advance or cause to be advanced funds as necessary
for the
purpose of effecting the payment of taxes and assessments on the
Mortgaged
Properties relating to the Mortgage Loans it services, which
Servicing Advances
shall be reimbursable in the first instance from related
collections from the
Mortgagors pursuant to Section 3.09, and further as provided in
Section 3.11.
The costs incurred by the Servicer, if any, in effecting the timely
payments of
taxes and assessments on the Mortgaged Properties and related
insurance premiums
shall not, for the purpose of calculating monthly distributions to
the
Certificateholders, be added to the Stated Principal Balances of
the related
Mortgage Loans, notwithstanding that the terms of such Mortgage
Loans so permit.
The relationship of the Servicer (and of any successor to the
Servicer as servicer under this Agreement) to the Trustee under
this Agreement
is intended by the parties to be that of an independent contractor
and not that
of a joint venturer, partner or agent.
Section 3.02 Subservicing; Enforcement of the Obligations of
Servicer. (a) The Servicer may arrange for the subservicing of any
Mortgage Loan
it services by a Subservicer pursuant to a Subservicing Agreement;
provided,
however, that such subservicing arrangement and the terms of the
related
Subservicing Agreement must provide for the servicing of such
Mortgage Loan in a
manner consistent with the servicing arrangements contemplated
hereunder.
Notwithstanding the provisions of any Subservicing Agreement, any
of the
provisions of this Agreement relating to agreements or arrangements
between the
Servicer and a Subservicer or reference to actions taken through a
Subservicer
or otherwise, the Servicer shall remain obligated and liable to the
Depositor,
the Trustee and the Certificateholders for the servicing and
administration of
the Mortgage Loans it services in accordance with the provisions of
this
Agreement without diminution of such obligation or liability by
virtue of such
Subservicing Agreements or arrangements or by virtue of
indemnification from the
Subservicer and to the same extent and under the same terms and
conditions as if
the Servicer alone were servicing and administering those Mortgage
Loans. All
actions of each Subservicer performed pursuant to the related
Subservicing
Agreement shall be performed as agent of the Servicer with the same
force and
effect as if performed directly by the Servicer.
(b) For purposes of this Agreement, the Servicer shall be deemed
to
have received any collections, recoveries or payments with respect
to the
Mortgage Loans it services that are received by a Subservicer
regardless of
whether such payments are remitted by the Subservicer to the
Servicer.
(c) As part of its servicing activities hereunder, the Servicer,
for
the benefit of the Trustee and the Certificateholders, shall use
its best
reasonable efforts to enforce the obligations of each Subservicer
engaged by the
Servicer under the related Subservicing Agreement, to the extent
that the
non-performance of any such obligation would have a material and
adverse effect
on a Mortgage Loan. Such enforcement, including, without
limitation, the legal
prosecution of claims, termination of Subservicing Agreements and
the pursuit of
other appropriate remedies, shall be in such form and carried out
to such an
extent and at such time as the Servicer, in its good faith business
judgment,
would require were it the owner of the related Mortgage Loans. The
Servicer
shall pay the costs of such enforcement at its own expense, and
shall be
reimbursed therefor only (i) from a general recovery resulting from
such
enforcement to the extent, if any, that such recovery exceeds all
amounts due in
respect of the related Mortgage Loan or (ii) from a specific
recovery of costs,
expenses or attorneys fees against the party against whom such
enforcement is
directed.
(d) Any Subservicing Agreement entered into by the Servicer
shall
provide that it may be assumed or terminated by the Trustee, if the
Trustee has
assumed the duties of the Servicer, or any successor Servicer, at
the Trustee's
or successor Servicer's option, as applicable, without cost or
obligation to the
assuming or terminating party or the Trust Estate, upon the
assumption by such
party of the obligations of the Servicer pursuant to Section
8.05.
(e) Notwithstanding the foregoing, to the extent the Servicer
engages any affiliate or third party vendor, including any
Subservicer, in
connection with the performance of any of its duties under this
Agreement, the
Servicer shall immediately notify the Depositor in writing of such
engagement.
To the extent the Depositor notifies the Servicer and the Trustee
that it has
determined that any such affiliate, third party vendor or
Subservicer is a
Servicing Function Participant, the Servicer shall cause such
Servicing Function
Participant to prepare a separate assessment and attestation
report, as
contemplated by Section 3.19 of this Agreement and deliver such
report to the
Trustee as set forth in Section 3.22 of this Agreement. In
addition, to the
extent the Depositor notifies the Servicer and the Trustee that it
has
determined that any such Servicing Function Participant would be a
"servicer"
within the meaning of Item 1101 of Regulation AB and meets the
criteria in Item
1108(a)(2)(i), (ii) or (iii) of Regulation AB (an "Additional
Servicer"), the
Servicer shall cause such Additional Servicer to prepare a separate
compliance
statement as contemplated by Section 3.18 of this Agreement and
deliver such
statement to the Trustee as set forth in Section 3.22 of this
Agreement. In
addition, if the Depositor determines any such Servicing Function
Participant
would be a "servicer" within the meaning of Item 1101 of Regulation
AB, the
Servicer shall cause such Servicing Function Participant to provide
the
Depositor and the Trustee the information required by Section
1108(b) and
1108(c) of Regulation AB within two Business Days following such
engagement. To
the extent the Servicer terminates any such Servicing Function
Participant that
the Depositor has determined is a "servicer" within the meaning of
Item 1101 of
Regulation AB, the Servicer shall provide the Depositor and the
Trustee the
information required to enable the Trustee to accurately and timely
report such
event under Item 6.02 of Form 8-K (if the Trust's Exchange Act
reporting
requirements have not been suspended pursuant to Section 15(d) of
the Exchange
Act as set forth in 3.22(g)).
Section 3.03 Fidelity Bond; Errors and Omissions Insurance. The
Servicer shall maintain, at its own expense, a blanket fidelity
bond and an
errors and omissions insurance policy, with broad coverage on all
officers,
employees or other persons acting in any capacity requiring such
persons to
handle funds, money, documents or papers relating to the Mortgage
Loans it
services. These policies must insure the Servicer against losses
resulting from
dishonest or fraudulent acts committed by the Servicer's personnel,
any
employees of outside firms that provide data processing services
for the
Servicer, and temporary contract employees or student interns. Such
fidelity
bond shall also protect and insure the Servicer against losses in
connection
with the release or satisfaction of a Mortgage Loan without having
obtained
payment in full of the indebtedness secured thereby. No provision
of this
Section 3.03 requiring such fidelity bond and errors and omissions
insurance
shall diminish or relieve the Servicer from its duties and
obligations as set
forth in this Agreement. The minimum coverage under any such bond
and insurance
policy shall be at least equal to the corresponding amounts
required by Fannie
Mae in the Fannie Mae Servicing Guide or by Freddie Mac in the
Freddie Mac
Sellers' & Servicers' Guide, as amended or restated from time
to time, or in an
amount as may be permitted to the Servicer by express waiver of
Fannie Mae or
Freddie Mac.
Section 3.04 Access to Certain Documentation. The Servicer
shall
provide to the OCC, the OTS, the FDIC and to comparable regulatory
authorities
supervising Holders of Certificates and the examiners and
supervisory agents of
the OCC, the OTS, the FDIC and such other authorities, access to
the
documentation required by applicable regulations of the OCC, the
OTS, the FDIC
and such other authorities with respect to the Mortgage Loans. Such
access shall
be afforded upon reasonable and prior written request and during
normal business
hours at the offices designated by the Servicer; provided that the
Servicer
shall be entitled to be reimbursed by each such Certificateholder
for actual
expenses incurred by the Servicer in providing such reports and
access. Nothing
in this Section 3.04 shall limit the obligation of the Servicer to
observe any
applicable law and the failure of the Servicer to provide access as
provided in
this Section 3.04 as a result of such obligation shall not
constitute a breach
of this Section 3.04.
Section 3.05 Maintenance of Primary Insurance Policy; Claims;
Collections of BPP Mortgage Loan Payments. (a) With respect to each
Mortgage
Loan with a Loan-to-Value Ratio in excess of 80% or such other
Loan-to-Value
Ratio as may be required by law that was originated with a Primary
Insurance
Policy, the Servicer shall, without any cost to the Trust Estate,
maintain or
cause the Mortgagor to maintain in full force and effect a Primary
Insurance
Policy insuring that portion of the Mortgage Loan in excess of a
percentage in
conformity with Fannie Mae requirements. The Servicer shall pay or
shall cause
the Mortgagor to pay the premium thereon on a timely basis, at
least until the
Loan-to-Value Ratio of such Mortgage Loan is reduced to 80% or such
other
Loan-to-Value Ratio as may be required by law. If such Primary
Insurance Policy
is terminated, the Servicer shall obtain from another insurer a
comparable
replacement policy, with a total coverage equal to the remaining
coverage of
such terminated Primary Insurance Policy. If the insurer shall
cease to be an
insurer acceptable to Fannie Mae or Freddie Mac, the Servicer shall
notify the
Trustee in writing, it being understood that the Servicer shall not
have any
responsibility or liability for any failure to recover under the
Primary
Insurance Policy for such reason. If the Servicer determines that
recoveries
under the Primary Insurance Policy are jeopardized by the financial
condition of
the insurer, the Servicer shall obtain from another insurer which
meets the
requirements of this Section 3.05 a replacement insurance policy.
The Servicer
shall not take any action that would result in noncoverage under
any applicable
Primary Insurance Policy of any loss that, but for the actions of
the Servicer,
would have been covered thereunder. In connection with any
assumption or
substitution agreement entered into or to be entered into pursuant
to Section
3.13, the Servicer shall promptly notify the insurer under the
related Primary
Insurance Policy, if any, of such assumption or substitution of
liability in
accordance with the terms of such Primary Insurance Policy and
shall take all
actions which may be required by such insurer as a condition to the
continuation
of coverage under such Primary Insurance Policy. If such Primary
Insurance
Policy is terminated as a result of such assumption or substitution
of
liability, the Servicer shall obtain a replacement Primary
Insurance Policy as
provided above.
In connection with its activities as servicer, the Servicer
agrees
to prepare and present, on behalf of itself, the Trustee and
the
Certificateholders, claims to the insurer under any Primary
Insurance Policy in
a timely fashion in accordance with the terms of such Primary
Insurance Policy
and, in this regard, to take such action as shall be necessary to
permit
recovery under any Primary Insurance Policy respecting a defaulted
Mortgage
Loan. Pursuant to Section 3.09(a), any amounts collected by the
Servicer under
any Primary Insurance Policy shall be deposited in the related
Escrow Account,
subject to withdrawal pursuant to Section 3.09(b).
The Servicer will comply with all provisions of applicable state
and
federal law relating to the cancellation of, or collection of
premiums with
respect to, Primary Mortgage Insurance, including, but not limited
to, the
provisions of the Homeowners Protection Act of 1998, and all
regulations
promulgated thereunder, as amended from time to time.
(b) The Servicer shall take all actions necessary to collect,
on
behalf of the Trust, any BPP Mortgage Loan Payments required to be
made to the
Trust pursuant to the Mortgage Loan Purchase Agreement.
Section 3.06 Rights of the Depositor and the Trustee in Respect
of
the Servicer. The Depositor may, but is not obligated to, enforce
the
obligations of the Servicer hereunder and may, but is not obligated
to, perform,
or cause a designee to perform, any defaulted obligation of the
Servicer
hereunder and in connection with any such defaulted obligation to
exercise the
related rights of the Servicer hereunder; provided that the
Servicer shall not
be relieved of any of its obligations hereunder by virtue of such
performance by
the Depositor or its designee. Neither the Trustee nor the
Depositor shall have
any responsibility or liability for any action or failure to act by
the Servicer
nor shall the Trustee or the Depositor be obligated to supervise
the performance
of the Servicer hereunder or otherwise.
Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a
Subservicer
in its capacity as such shall be deemed to be between the
Subservicer and the
Servicer alone, and the Trustee and Certificateholders shall not be
deemed
parties thereto and shall have no claims, rights, obligations,
duties or
liabilities with respect to the Subservicer except as set forth in
Section 3.07.
The Servicer shall be solely liable for all fees owed by it to any
Subservicer,
irrespective of whether the Servicer's compensation pursuant to
this Agreement
is sufficient to pay such fees.
Section 3.07 Trustee to Act as Servicer. If the Servicer shall
for
any reason no longer be the Servicer hereunder (including by reason
of an Event
of Default), the Trustee shall within 90 days of such time, assume,
if it so
elects, or shall appoint a successor Servicer to assume, all of the
rights and
obligations of the Servicer hereunder arising thereafter (except
that the
Trustee shall not be (a) liable for losses of the Servicer pursuant
to Section
3.12 or any acts or omissions of the predecessor Servicer
hereunder, (b)
obligated to make Advances if it is prohibited from doing so by
applicable law
or (c) deemed to have made any representations and warranties of
the Servicer
hereunder). Any such assumption shall be subject to Sections 7.02
and 8.05. If
the Servicer shall for any reason no longer be the Servicer
(including by reason
of any Event of Default), the Trustee or the successor Servicer may
elect to
succeed to any rights and obligations of the Servicer under each
Subservicing
Agreement or may terminate each Subservicing Agreement. If it has
elected to
assume the Subservicing Agreement, the Trustee or the successor
Servicer shall
be deemed to have assumed all of the Servicer's interest therein
and to have
replaced the Servicer as a party to any Subservicing Agreement
entered into by
the Servicer as contemplated by Section 3.02 to the same extent as
if the
Subservicing Agreement had been assigned to the assuming party
except that the
Servicer shall not be relieved of any liability or obligations
under any such
Subservicing Agreement.
The Servicer that is no longer the Servicer hereunder shall,
upon
request of the Trustee, but at the expense of such predecessor
Servicer, deliver
to the assuming party all documents and records relating to each
Subservicing
Agreement or substitute servicing agreement and the Mortgage Loans
then being
serviced thereunder and an accounting of amounts collected or held
by it and
otherwise use its best efforts to effect the orderly and efficient
transfer of
such substitute Subservicing Agreement to the assuming party. The
Trustee shall
be entitled to be reimbursed from the predecessor Servicer (or the
Trust if the
predecessor Servicer is unable to fulfill its obligations
hereunder) for all
Servicing Transfer Costs.
Section 3.08 Collection of Mortgage Loan Payments; Servicer
Custodial Account; Certificate Account; Reserve Funds; and Yield
Maintenance
Agreements. (a) Continuously from the date hereof until the
principal and
interest on all Mortgage Loans are paid in full, the Servicer will
proceed
diligently, in accordance with this Agreement, to collect all
payments due under
each of the Mortgage Loans it services when the same shall become
due and
payable. Further, the Servicer will in accordance with all
applicable law and
Customary Servicing Procedures ascertain and estimate taxes,
assessments, fire
and hazard insurance premiums, mortgage insurance premiums and all
other charges
with respect to the Mortgage Loans it services that, as provided in
any
Mortgage, will become due and payable to the end that the
installments payable
by the Mortgagors will be sufficient to pay such charges as and
when they become
due and payable. Consistent with the foregoing, the Servicer may in
its
discretion (i) waive any late payment charge or any prepayment
charge or penalty
interest in connection with the prepayment of a Mortgage Loan it
services and
(ii) extend the due dates for payments due on a Mortgage Note for a
period not
greater than 120 days; provided, however, that the Servicer cannot
extend the
maturity of any such Mortgage Loan past the date on which the final
payment is
due on the latest maturing Mortgage Loan as of the Cut-off Date. In
the event of
any such arrangement, the Servicer shall make Periodic Advances on
the related
Mortgage Loan in accordance with the provisions of Section 3.20
during the
scheduled period in accordance with the amortization schedule of
such Mortgage
Loan without modification thereof by reason of such arrangements.
The Servicer
shall not be required to institute or join in litigation with
respect to
collection of any payment (whether under a Mortgage, Mortgage Note
or otherwise
or against any public or governmental authority with respect to a
taking or
condemnation) if it reasonably believes that enforcing the
provision of the
Mortgage or other instrument pursuant to which such payment is
required is
prohibited by applicable law.
(b) The Servicer shall establish and maintain the Servicer
Custodial
Account. The Servicer shall deposit or cause to be deposited into
the Servicer
Custodial Account, all on a daily basis within one Business Day of
receipt,
except as otherwise specifically provided herein, the following
payments and
collections remitted by Subservicers or received by the Servicer in
respect of
the Mortgage Loans subsequent to the Cut-off Date (other than in
respect of
principal and interest due on the Mortgage Loans on or before the
Cut-off Date)
and the following amounts required to be deposited hereunder with
respect to the
Mortgage Loans it services:
(i) all payments on account of principal of the Mortgage Loans,
including
Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans,
net
of the
Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds,
other
than
Insurance Proceeds to be (1) applied to the restoration or repair
of
the
Mortgaged Property, (2) released to the Mortgagor in accordance
with
Customary
Servicing Procedures or (3) required to be deposited to an
Escrow
Account pursuant to Section 3.09(a), and other than any Excess
Proceeds
and (B) any Insurance Proceeds released from an Escrow Account
pursuant
to Section 3.09(b)(iv);
(iv) any amount required to be deposited by the Servicer pursuant
to
Section
3.08(d) in connection with any losses on Permitted Investments
with
respect to the Servicer Custodial Account;
(v) any amounts required to be deposited by the Servicer pursuant
to
Section
3.14;
(vi) all Repurchase Prices, all Substitution Adjustment Amounts
and
all
Reimbursement Amounts, to the extent received by the Servicer;
(vii) Periodic Advances made by the Servicer pursuant to
Section
3.20 and
any Compensating Interest;
(viii) any Recoveries;
(ix) any Buy-Down Funds required to be deposited pursuant to
Section
3.23;
and
(x) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to the Servicer
Custodial
Account by the Servicer shall be exclusive it being understood and
agreed that,
without limiting the generality of the foregoing, Ancillary Income
need not be
deposited by the Servicer. If the Servicer shall deposit in the
Servicer
Custodial Account any amount not required to be deposited, it may
at any time
withdraw or direct the institution maintaining the Servicer
Custodial Account to
withdraw such amount from the Servicer Custodial Account, any
provision herein
to the contrary notwithstanding. The Servicer Custodial Account may
contain
funds that belong to one or more trust funds created for mortgage
pass-through
certificates of other series and may contain other funds respecting
payments on
mortgage loans belonging to the Servicer or serviced by the
Servicer on behalf
of others; provided that such commingling of funds shall not be
permitted at any
time during which Fitch's senior long-term unsecured debt rating of
Bank of
America is below "A." Notwithstanding such commingling of funds,
the Servicer
shall keep records that accurately reflect the funds on deposit in
the Servicer
Custodial Account that have been identified by it as being
attributable to the
Mortgage Loans it services. The Servicer shall maintain adequate
records with
respect to all withdrawals made pursuant to this Section 3.08. All
funds
required to be deposited in the Servicer Custodial Account shall be
held in
trust for the Certificateholders until withdrawn in accordance with
Section
3.11.
(c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Certificate Account, which shall be deemed
to consist of
three sub-accounts. The Trustee shall, promptly upon receipt,
deposit in the
Certificate Account and retain therein the following:
(i) the aggregate amount remitted by the Servicer to the
Trustee
pursuant
to Section 3.11(a)(viii);
(ii) any amount paid by the Trustee pursuant to Section 3.08(d)
in
connection
with any losses on Permitted Investments with respect to the
Certificate Account; and
(iii) any other amounts deposited hereunder which are required to
be
deposited
in the Certificate Account.
If the Servicer shall remit any amount not required to be
remitted,
it may at any time direct the Trustee to withdraw such amount from
the
Certificate Account, any provision herein to the contrary
notwithstanding. Such
direction may be accomplished by delivering an Officer's
Certificate to the
Trustee which describes the amounts deposited in error in the
Certificate
Account. All funds required to be deposited in the Certificate
Account shall be
held by the Trustee in trust for the Certificateholders until
disbursed in
accordance with this Agreement or withdrawn in accordance with
Section 3.11. In
no event shall the Trustee incur liability for withdrawals from the
Certificate
Account at the direction of the Servicer.
(d) Each institution at which the Servicer Custodial Account or
the
Certificate Account is maintained shall invest the funds therein as
directed in
writing by the Servicer, in the case of the Servicer Custodial
Account, or the
Trustee, in the case of the Certificate Account, in Permitted
Investments, which
shall mature not later than (i) in the case of the Servicer
Custodial Account,
the Business Day next preceding the related Remittance Date (except
that if such
Permitted Investment is an obligation of the institution that
maintains such
account, then such Permitted Investment shall mature not later than
such
Remittance Date) and (ii) in the case of the Certificate Account,
the Business
Day next preceding the Distribution Date (except that if such
Permitted
Investment is an obligation of the institution that maintains such
account, then
such Permitted Investment shall mature not later than such
Distribution Date)
and, in each case, shall not be sold or disposed of prior to its
maturity. All
such Permitted Investments shall be made in the name of the
Trustee, for the
benefit of the Certificateholders. All Servicer Custodial Account
Reinvestment
Income shall be for the benefit of the Servicer as part of its
Servicing
Compensation and shall be retained by it monthly as provided
herein. All income
or gain (net of any losses) realized from any such investment of
funds on
deposit in the Certificate Account shall be for the benefit of the
Trustee as
additional compensation and shall be retained by it monthly as
provided herein.
The amount of any losses realized in the Servicer Custodial Account
or the
Certificate Account incurred in any such account in respect of any
such
investments shall promptly be deposited by the Servicer in the
Servicer
Custodial Account or by the Trustee in the Certificate Account, as
applicable.
(e) The Servicer shall give notice to the Trustee of any
proposed
change of the location of the Servicer Custodial Account maintained
by the
Servicer not later than 30 days and not more than 45 days prior to
any change
thereof. The Trustee shall give notice to the Servicer, each Rating
Agency and
the Depositor of any proposed change of the location of the
Certificate Account
not later than 30 days after and not more than 45 days prior to any
change
thereof. The creation of the Servicer Custodial Account shall be
evidenced by a
certification substantially in the form of Exhibit F hereto. A copy
of such
certification shall be furnished to the Trustee.
(f) The Trustee shall designate the Upper-Tier Certificate
Sub-Account as a sub-account of the Certificate Account. On each
Distribution
Date (other than the Final Distribution Date, if such Final
Distribution Date is
in connection with a purchase of the assets of the Trust Estate by
the
Depositor), the Trustee shall, from funds available on deposit in
the
Certificate Account, be deemed to deposit into the Upper-Tier
Certificate
Sub-Account, the Lower-Tier Distribution Amount.
(g) (i) The Trustee shall establish and maintain the Class
1-A-18
Reserve Fund and the Class 2-A-11 Reserve Fund, held in trust for
the benefit of
the Holders of the Class 1-A-18 and Class 2-A-11 Certificates,
respectively. The
Trustee shall deposit in the applicable Reserve Fund on the date
received by it
the related Yield Maintenance Agreement Payment, if any, received
from the
Counterparty for the related Distribution Date. Funds on deposit in
the Reserve
Funds shall remain uninvested. On each Distribution Date, the
Trustee shall
withdraw from the applicable Reserve Fund the related Yield
Maintenance
Agreement Payment, if any, received in respect of such Distribution
Date and
shall distribute such amount to the Class 1-A-18 or Class 2-A-11
Certificates,
as the case may be.
(ii) The Trustee shall account for the Reserve Funds and the
Yield
Maintenance Agreements and the rights with respect thereto as
assets of
the
Grantor Trust and not as assets of either REMIC created pursuant
to
this
Agreement. The beneficial owners of the Class 1-A-18 Yield
Maintenance Agreement and the Class 1-A-18 Reserve Fund are the
Holders of
the Class
1-A-18 Certificates and the beneficial owners of the Class
2-A-11
Yield Maintenance Agreement and the Class 2-A-11 Reserve Fund
are
the
Holders of the Class 2-A-11 Certificates.
(iii) Any amounts in the applicable Reserve Fund paid by the
Trustee
pursuant
to this Section 3.08(g) to the Class 1-A-18 and Class 2-A-11
Certificates shall be accounted for by the Trustee as amounts paid
to the
Class
1-A-18 and Class 2-A-11 Certificates, respectively, from the
Grantor
Trust. In
addition, the Trustee shall account for the right of the Class
1-A-18 and
Class 2-A-11 Certificates to receive amounts from the
applicable
Reserve Fund as rights in limited recourse interest rate cap
contracts
written by the Counterparty in favor of the Class 1-A-18 and
Class
2-A-11 Certificates.
(h) For federal tax return and information reporting purposes,
the
right of the Holders of the Class 1-A-18 and Class 2-A-11
Certificates to
receive payments under the applicable Yield Maintenance Agreement
shall be
assigned a value of zero as of the Closing Date.
(i) For so long as the Trustee is required to file any report
with
the Securities and Exchange Commission pursuant to Section 3.22,
the Sponsor
shall furnish to the Trustee, on each Distribution Date, the
"significance
estimate" of each Yield Maintenance Agreement calculated in
accordance with Item
1115 of Regulation AB as of such Distribution Date.
Section 3.09 Collection of Taxes, Assessments and Similar
Items;
Escrow Accounts. (a) To the extent required by the related Mortgage
Note and not
violative of current law, the Servicer shall segregate and hold all
funds
collected and received pursuant to each Mortgage Loan which
constitute Escrow
Payments in trust separate and apart from any of its own funds and
general
assets and for such purpose shall establish and maintain one or
more escrow
accounts (collectively, the "Escrow Account"), titled "Bank of
America, National
Association, in trust for registered holders of Banc of America
Mortgage 2007-1
Trust, Mortgage Pass-Through Certificates, Series 2007-1 and
various
Mortgagors." The Escrow Account shall be established with a
commercial bank, a
savings bank or a savings and loan association that meets the
guidelines set
forth by Fannie Mae or Freddie Mac as an eligible institution for
escrow
accounts and which is a member of the Automated Clearing House. In
any case, the
Escrow Account shall be insured by the FDIC to the fullest extent
permitted by
law. The Servicer shall deposit in the appropriate Escrow Account
on a daily
basis, and retain therein: (i) all Escrow Payments collected on
account of the
Mortgage Loans, (ii) all amounts representing proceeds of any
hazard insurance
policy which are to be applied to the restoration or repair of any
related
Mortgaged Property and (iii) all amounts representing proceeds of
any Primary
Insurance Policy. Nothing herein shall require the Servicer to
compel a
Mortgagor to establish an Escrow Account in violation of applicable
law.
(b) Withdrawals of amounts so collected from the Escrow Accounts
may
be made by the Servicer only (i) to effect timely payment of taxes,
assessments,
mortgage insurance premiums, fire and hazard insurance premiums,
condominium or
PUD association dues, or comparable items constituting Escrow
Payments for the
related Mortgage, (ii) to reimburse the Servicer out of related
Escrow Payments
made with respect to a Mortgage Loan for any Servicing Advance made
by the
Servicer pursuant to Section 3.09(c) with respect to such Mortgage
Loan, (iii)
to refund to any Mortgagor any sums determined to be overages, (iv)
for transfer
to the Servicer Custodial Account upon default of a Mortgagor or in
accordance
with the terms of the related Mortgage Loan and if permitted by
applicable law,
(v) for application to restore or repair the Mortgaged Property,
(vi) to pay to
the Mortgagor, to the extent required by law, any interest paid on
the funds
deposited in the Escrow Account, (vii) to pay to itself any
interest earned on
funds deposited in the Escrow Account (and not required to be paid
to the
Mortgagor), (viii) to the extent permitted under the terms of the
related
Mortgage Note and applicable law, to pay late fees with respect to
any Monthly
Payment which is received after the applicable grace period, (ix)
to withdraw
suspense payments that are deposited into the Escrow Account, (x)
to withdraw
any amounts inadvertently deposited in the Escrow Account or (xi)
to clear and
terminate the Escrow Account upon the termination of this Agreement
in
accordance with Section 10.01. Any Escrow Account shall not be a
part of the
Trust Estate.
(c) With respect to each Mortgage Loan, the Servicer shall
maintain
accurate records reflecting the status of taxes, assessments and
other charges
which are or may become a lien upon the Mortgaged Property and the
status of
Primary Insurance Policy premiums and fire and hazard insurance
coverage. The
Servicer shall obtain, from time to time, all bills for the payment
of such
charges (including renewal premiums) and shall effect payment
thereof prior to
the applicable penalty or termination date and at a time
appropriate for
securing maximum discounts allowable, employing for such purpose
deposits of the
Mortgagor in the Escrow Account, if any, which shall have been
estimated and
accumulated by the Servicer in amounts sufficient for such
purposes, as allowed
under the terms of the Mortgage. To the extent that a Mortgage does
not provide
for Escrow Payments, the Servicer shall determine that any such
payments are
made by the Mortgagor. The Servicer assumes full responsibility for
the timely
payment of all such bills and shall effect timely payments of all
such bills
irrespective of each Mortgagor's faithful performance in the
payment of same or
the making of the Escrow Payments. The Servicer shall advance any
such payments
that are not timely paid, but the Servicer shall be required so to
advance only
to the extent that such Servicing Advances, in the good faith
judgment of the
Servicer, will be recoverable by the Servicer out of Insurance
Proceeds,
Liquidation Proceeds or otherwise.
Section 3.10 Access to Certain Documentation and Information
Regarding the Mortgage Loans. The Servicer shall afford the Trustee
reasonable
access to all records and documentation regarding the Mortgage
Loans and all
accounts, insurance information and other matters relating to this
Agreement,
such access being afforded without charge, but only upon reasonable
request and
during normal business hours at the office designated by the
Servicer.
Section 3.11 Permitted Withdrawals from the Servicer Custodial
Account and Certificate Account. (a) The Servicer may from time to
time make
withdrawals from the Servicer Custodial Account, for the following
purposes:
(i) to pay to the Servicer (to the extent not previously
retained),
the
Servicing Compensation to which it is entitled pursuant to
Section
3.17;
(ii) to reimburse the Servicer for unreimbursed Advances made by
it,
such right
of reimbursement pursuant to this clause (ii) being limited to
amounts
received on the Mortgage Loan(s) (including amounts received in
respect of
BPP Mortgage Loan Payments for such Mortgage Loan) in respect
of which
any such Advance was made;
(iii) to reimburse the Servicer for any Nonrecoverable Advance
previously
made, such right of reimbursement pursuant to this clause (iii)
being
limited to amounts received on the Mortgage Loans in the same
Loan
Group as
the Mortgage Loan(s) in respect of which such Nonrecoverable
Advance
was made;
(iv) to reimburse the Servicer for Insured Expenses from the
related
Insurance
Proceeds;
(v) to pay to the purchaser, with respect to each Mortgage Loan
or
REO
Property that has been purchased pursuant to Section 2.02 or 2.04,
all
amounts
received thereon after the date of such purchase;
(vi) to reimburse the Servicer or the Depositor for expenses
incurred
by any of them and reimbursable pursuant to Section 7.03;
(vii) to withdraw any amount deposited in the Servicer
Custodial
Account
and not required to be deposited therein;
(viii) on or prior to the Remittance Date, to withdraw an
amount
equal to
the related Pool Distribution Amount for such Distribution
Date,
to the
extent on deposit, and remit such amount in immediately
available
funds to
the Trustee for deposit in the Certificate Account; and
(ix) to clear and terminate the Servicer Custodial Account upon
termination of this Agreement pursuant to Section 10.01.
The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying
any
withdrawal from the Servicer Custodial Account pursuant to clauses
(i), (ii),
(iv) and (v). The Servicer shall keep and maintain such separate
accounting for
each Loan Group. Prior to making any withdrawal from the Servicer
Custodial
Account pursuant to clause (iii), the Servicer shall deliver to the
Trustee an
Officer's Certificate of a Servicing Officer indicating the amount
of any
previous Advance determined by the Servicer to be a Nonrecoverable
Advance and
identifying the related Mortgage Loan(s) and their respective
portions of such
Nonrecoverable Advance. The Servicer shall notify the Depositor and
the Trustee
of the amount, purpose and party paid pursuant to clause (vi)
above.
(b) The Trustee shall be deemed to withdraw funds from the
applicable Certificate Account sub-accounts for distributions
to
Certificateholders in the manner specified in this Agreement. In
addition, the
Trustee may from time to time make withdrawals from the Certificate
Account for
the following purposes:
(i) to pay to itself the Trustee Fee;
(ii) to pay to itself as additional compensation earnings on or
investment
income with respect to funds in the Certificate Account and any
other
amounts (other than the Trustee Fee) due to it under this
Agreement
for the
related Distribution Date;
(iii) to withdraw and return to the Servicer any amount deposited
in
the
Certificate Account and not required to be deposited therein;
and
(iv) to clear and terminate the Certificate Account upon
termination
of this
Agreement pursuant to Section 10.01.
The Trustee shall notify the Depositor and the Servicer of the
amount and purpose of any payments made pursuant to clause (ii)
above (other
than any earnings or investment income with respect to funds in the
Certificate
Account).
(c) On each Distribution Date, funds on deposit in the
Certificate
Account and deemed to be on deposit in the Upper-Tier Certificate
Sub-Account
shall be used to make payments on the Regular Certificates and the
Class 1-A-R
Certificate (in respect of the Class R-U Interest) as provided in
Sections 5.01
and 5.02. The Certificate Account shall be cleared and terminated
upon
termination of this Agreement pursuant to Section 10.01.
Section 3.12 Maintenance of Hazard Insurance. The Servicer
shall
cause to be maintained for each Mortgage Loan, fire and hazard
insurance with
extended coverage customary in the area where the Mortgaged
Property is located
in an amount which is at least equal to the lesser of (a) the full
insurable
value of the Mortgaged Property or (b) the greater of (i) the
outstanding
principal balance owing on the Mortgage Loan and (ii) an amount
such that the
proceeds of such insurance shall be sufficient to avoid the
application to the
Mortgagor or loss payee of any coinsurance clause under the policy.
If the
Mortgaged Property is in an area identified in the Federal Register
by the
Federal Emergency Management Agency as having special flood hazards
(and such
flood insurance has been made available) the Servicer will cause to
be
maintained a flood insurance policy meeting the requirements of the
current
guidelines of the Federal Insurance Administration and the
requirements of
Fannie Mae or Freddie Mac. The Servicer shall also maintain on REO
Property,
fire and hazard insurance with extended coverage in an amount which
is at least
equal to the maximum insurable value of the improvements which are
a part of
such property, liability insurance and, to the extent required,
flood insurance
in an amount required above. Any amounts collected by the Servicer
under any
such policies (other than amounts to be deposited in an Escrow
Account and
applied to the restoration or repair of the property subject to the
related
Mortgage or property acquired in liquidation of the Mortgage Loan,
or to be
released to the Mortgagor in accordance with Customary Servicing
Procedures)
shall be deposited in the Servicer Custodial Account, subject to
withdrawal
pursuant to Section 3.11(a). It is understood and agreed that no
earthquake or
other additional insurance need be required by the Servicer of any
Mortgagor or
maintained on REO Property, other than pursuant to such applicable
laws and
regulations as shall at any time be in force and as shall require
such
additional insurance. All policies required hereunder shall be
endorsed with
standard mortgagee clauses with loss payable to the Servicer, and
shall provide
for at least 30 days' prior written notice of any cancellation,
reduction in
amount or material change in coverage to the Servicer.
The hazard insurance policies for each Mortgage Loan secured by
a
unit in a condominium development or planned unit development shall
be
maintained with respect to such Mortgage Loan and the related
development in a
manner which is consistent with Fannie Mae requirements.
Notwithstanding the foregoing, the Servicer may maintain a
blanket
policy insuring against hazard losses on all of the Mortgaged
Properties
relating to the Mortgage Loans in lieu of maintaining the required
hazard
insurance policies for each Mortgage Loan and may maintain a
blanket policy
insuring against special flood hazards in lieu of maintaining any
required flood
insurance. Any such blanket policies shall (A) be consistent with
prudent
industry standards, (B) name the Servicer as loss payee, (C)
provide coverage in
an amount equal to the aggregate unpaid principal balance on the
related
Mortgage Loans without co-insurance, and (D) otherwise comply with
the
requirements of this Section 3.12. Any such blanket policy may
contain a
deductible clause; provided that if any Mortgaged Property is not
covered by a
separate policy otherwise complying with this Section 3.12 and a
loss occurs
with respect to such Mortgaged Property which loss would have been
covered by
such a policy, the Servicer shall deposit in the Servicer Custodial
Account the
difference, if any, between the amount that would have been payable
under a
separate policy complying with this Section 3.12 and the amount
paid under such
blanket policy.
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption
Agreements. (a) Except as otherwise provided in this Section 3.13,
when any
Mortgaged Property subject to a Mortgage has been conveyed by the
Mortgagor, the
Servicer shall use reasonable efforts, to the extent that it has
actual
knowledge of such conveyance, to enforce any due-on-sale clause
contained in any
Mortgage Note or Mortgage, to the extent permitted under applicable
law and
governmental regulations, but only to the extent that such
enforcement will not
adversely affect or jeopardize coverage under any Required
Insurance Policy.
Notwithstanding the foregoing, the Servicer is not required to
exercise such
rights with respect to a Mortgage Loan if the Person to whom the
related
Mortgaged Property has been conveyed or is proposed to be conveyed
satisfies the
terms and conditions contained in the Mortgage Note and Mortgage
related thereto
and the consent of the mortgagee under such Mortgage Note or
Mortgage is not
otherwise required under such Mortgage Note or Mortgage as a
condition to such
transfer. If (i) the Servicer is prohibited by law from enforcing
any such
due-on-sale clause, (ii) coverage under any Required Insurance
Policy would be
adversely affected, (iii) the Mortgage Note does not include a
due-on-sale
clause or (iv) nonenforcement is otherwise permitted hereunder, the
Servicer is
authorized, subject to Section 3.13(b), to take or enter into an
assumption and
modification agreement from or with the Person to whom such
Mortgaged Property
has been or is about to be conveyed, pursuant to which such Person
becomes
liable under the Mortgage Note and, unless prohibited by applicable
state law,
the Mortgagor remains liable thereon; provided that the Mortgage
Loan shall
continue to be covered (if so covered before the Servicer enters
such agreement)
by the applicable Required Insurance Policies. The Servicer,
subject to Section
3.13(b), is also authorized with the prior approval of the insurers
under any
Required Insurance Policies to enter into a substitution of
liability agreement
with such Person, pursuant to which the original Mortgagor is
released from
liability and such Person is substituted as Mortgagor and becomes
liable under
the Mortgage Note. Notwithstanding the foregoing, the Servicer
shall not be
deemed to be in default under this Section 3.13 by reason of any
transfer or
assumption which the Servicer reasonably believes it is restricted
by law from
preventing, for any reason whatsoever.
(b) Subject to the Servicer's duty to enforce any due-on-sale
clause
to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged
Property has been conveyed to a Person by a Mortgagor, and such
Person is to
enter into an assumption agreement or modification agreement or
supplement to
the Mortgage Note or Mortgage or if an instrument of release is
required
releasing the Mortgagor from liability on the Mortgage Loan, the
Servicer shall
prepare and execute the assumption agreement with the Person to
whom the
Mortgaged Property is to be conveyed and such modification
agreement or
supplement to the Mortgage Note or Mortgage or other instruments as
are
reasonable or necessary to carry out the terms of the Mortgage Note
or Mortgage
or otherwise to comply with any applicable laws regarding
assumptions or the
transfer of the Mortgaged Property to such Person. In connection
with any such
assumption, no material term of the Mortgage Note may be changed.
In addition,
the substitute Mortgagor and the Mortgaged Property must be
acceptable to the
Servicer in accordance with its underwriting standards as then in
effect.
Together with each such substitution, assumption or other agreement
or
instrument, the Servicer shall execute an Officer's Certificate
signed by a
Servicing Officer stating that the requirements of this subsection
have been
met. The Servicer shall notify the Trustee that any such
substitution or
assumption agreement has been completed by forwarding to the
Trustee (or at the
direction of the Trustee, the Custodian) the Officer's Certificate
described in
the previous sentence and the original of such substitution or
assumption
agreement, which in the case of the original shall be added to the
related
Mortgage File and shall, for all purposes, be considered a part of
such Mortgage
File to the same extent as all other documents and instruments
constituting a
part thereof. Any fee collected by the Servicer for entering into
an assumption
or substitution of liability agreement may be retained by the
Servicer as
additional Servicing Compensation.
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO
Property. Subject to Section 3.21, the Servicer shall use
reasonable efforts to
foreclose upon or otherwise comparably convert the ownership of
Mortgaged
Properties securing such of the Mortgage Loans as come into and
continue in
default and as to which no satisfactory arrangements can be made
for collection
of delinquent payments. In connection with such foreclosure or
other conversion,
the Servicer shall follow Customary Servicing Procedures and shall
meet the
requirements of the insurer under any Required Insurance Policy;
provided,
however, that the Servicer may enter into a special servicing
agreement with an
unaffiliated Holder of 100% Percentage Interest of a Class of Group
1
Subordinate Certificates, a Class of Group 2 Subordinate
Certificates or a
holder of a class of securities representing interests in the Group
1
Subordinate Certificates or Group 2 Subordinate Certificates alone
or together
with other subordinated mortgage pass-through certificates. Such
agreement shall
be substantially in the form attached hereto as Exhibit K or
subject to each
Rating Agency's acknowledgment that the ratings of the Certificates
in effect
immediately prior to the entering into such agreement would not be
qualified,
downgraded or withdrawn and the Certificates would not be placed on
credit
review status (except for possible upgrading) as a result of such
agreement. Any
such agreement may contain provisions whereby such holder may
instruct the
Servicer to commence or delay foreclosure proceedings with respect
to delinquent
Mortgage Loans and will contain provisions for the deposit of cash
by the holder
that would be available for distribution to Certificateholders if
Liquidation
Proceeds are less than they otherwise may have been had the
Servicer acted in
accordance with its normal procedures. Notwithstanding the
foregoing, the
Servicer shall not be required to expend its own funds in
connection with any
foreclosure or towards the restoration of any Mortgaged Property
unless it shall
determine (i) that such restoration and/or foreclosure will
increase the
proceeds of liquidation of the Mortgage Loan after reimbursement to
itself of
such expenses and (ii) that such expenses will be recoverable to it
through
proceeds of the liquidation of the Mortgage Loan (respecting which
it shall have
priority for purposes of withdrawals from the Servicer Custodial
Account). Any
such expenditures shall constitute Servicing Advances for purposes
of this
Agreement.
With respect to any REO Property, the deed or certificate of
sale
shall be taken in the name of the Trustee for the benefit of
the
Certificateholders, or its nominee, on behalf of the
Certificateholders. The
Trustee's name shall be placed on the title to such REO Property
solely as the
Trustee hereunder and not in its individual capacity. The Servicer
shall ensure
that the title to such REO Property references this Agreement and
the Trustee's
capacity hereunder. Pursuant to its efforts to sell such REO
Property, the
Servicer shall either itself or through an agent selected by the
Servicer
manage, conserve, protect and operate such REO Property in the same
manner that
it manages, conserves, protects and operates other foreclosed
property for its
own account and in the same manner that similar property in the
same locality as
the REO Property is managed. Incident to its conservation and
protection of the
interests of the Certificateholders, the Servicer may rent the
same, or any part
thereof, as the Servicer deems to be in the best interest of
the
Certificateholders for the period prior to the sale of such REO
Property. The
Servicer shall prepare for and deliver to the Trustee a statement
with respect
to each REO Property that has been rented, if any, showing the
aggregate rental
income received and all expenses incurred in connection with the
management and
maintenance of such REO Property at such times as is necessary to
enable the
Trustee to comply with the reporting requirements of the REMIC
Provisions;
provided, however, that the Servicer shall have no duty to rent any
REO Property
on behalf of the Trust. The net monthly rental income, if any, from
such REO
Property shall be deposited in the Servicer Custodial Account no
later than the
close of business on each Determination Date. The Servicer shall
perform, with
respect to the Mortgage Loans, the tax reporting and withholding
required by
Sections 1445 and 6050J of the Code with respect to foreclosures
and
abandonments, the tax reporting required by Section 6050H of the
Code with
respect to the receipt of mortgage interest from individuals and,
if required by
Section 6050P of the Code with respect to the cancellation of
indebtedness by
certain financial entities, by preparing such tax and information
returns as may
be required, in the form required.
If the Trust acquires any Mortgaged Property as described above
or
otherwise in connection with a default or a default which is
reasonably
foreseeable on a Mortgage Loan, the Servicer shall dispose of such
Mortgaged
Property prior to the end of the third calendar year following the
year of its
acquisition by the Trust (such period, the "REO Disposition
Period") unless (A)
the Trustee shall have been supplied by the Servicer with an
Opinion of Counsel
to the effect that the holding by the Trust of such Mortgaged
Property
subsequent to the REO Disposition Period will not result in the
imposition of
taxes on "prohibited transactions" (as defined in Section 860F of
the Code) on
either of the Upper-Tier REMIC or the Lower-Tier REMIC or cause
either REMIC
created hereunder to fail to qualify as a REMIC at any time that
any
Certificates are outstanding, or (B) the Trustee (at the Servicer's
expense) or
the Servicer shall have applied for, prior to the expiration of the
REO
Disposition Period, an extension of the REO Disposition Period in
the manner
contemplated by Section 856(e)(3) of the Code. If such an Opinion
of Counsel is
provided or such an exemption is obtained, the Trust may continue
to hold such
Mortgaged Property (subject to any conditions contained in such
Opinion of
Counsel) for the applicable period. Notwithstanding any other
provision of this
Agreement, no Mortgaged Property acquired by the Trust shall be
rented (or
allowed to continue to be rented) or otherwise used for the
production of income
by or on behalf of the Trust in such a manner or pursuant to any
terms that
would (i) cause such Mortgaged Property to fail to qualify as
"foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or
(ii) subject
either REMIC created hereunder to the imposition of any federal,
state or local
income taxes on the income earned from such Mortgaged Property
under Section
860G(c) of the Code or otherwise, unless the Servicer has agreed to
indemnify
and hold harmless the Trust with respect to the imposition of any
such taxes.
The Servicer shall identify to the Trustee any Mortgaged Property
relating to a
Mortgage Loan held by the Trust for 30 months for which no plans to
dispose of
such Mortgaged Property by the Servicer have been made. After
delivery of such
identification, the Servicer shall proceed to dispose of any such
Mortgaged
Property by holding a commercially reasonable auction for such
property.
The income earned from the management of any REO Properties, net
of
reimbursement to the Servicer for expenses incurred (including any
property or
other taxes) in connection with such management and net of
unreimbursed
Servicing Fees, Periodic Advances and Servicing Advances, shall be
applied to
the payment of principal of and interest on the related defaulted
Mortgage Loans
(solely for the purposes of allocating principal and interest,
interest shall be
treated as accruing as though such Mortgage Loans were still
current) and all
such income shall be deemed, for all purposes in this Agreement, to
be payments
on account of principal and interest on the related Mortgage Notes
and shall be
deposited into the Servicer Custodial Account. To the extent the
net income
received during any calendar month is in excess of the amount
attributable to
amortizing principal and accrued interest at the related Mortgage
Interest Rate
on the related Mortgage Loan for such calendar month, such excess
shall be
considered to be a partial prepayment of principal of the related
Mortgage Loan.
The proceeds from any liquidation of a Mortgage Loan, as well as
any
income from an REO Property, will be applied in the following order
of priority:
first, to reimburse the Servicer for any related unreimbursed
Servicing Advances
and Servicing Fees; second, to reimburse the Servicer for any
unreimbursed
Periodic Advances and to reimburse the Servicer Custodial Account
for any
Nonrecoverable Advances (or portions thereof) that were previously
withdrawn by
the Servicer pursuant to Section 3.11(a)(iii) that related to such
Mortgage
Loan; third, to accrued and unpaid interest (to the extent no
Periodic Advance
has been made for such amount or any such Periodic Advance has been
reimbursed)
on the Mortgage Loan or related REO Property, at the Mortgage
Interest Rate to
the Due Date occurring in the month in which such amounts are
required to be
distributed; and fourth, as a recovery of principal of the Mortgage
Loan. Excess
Proceeds, if any, from the liquidation of a Liquidated Mortgage
Loan will be
retained by the Servicer as additional Servicing Compensation
pursuant to
Section 3.17.
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.
Upon
the payment in full of any Mortgage Loan, or the receipt by the
Servicer of a
notification that payment in full will be escrowed in a manner
customary for
such purposes, the Servicer will immediately notify the Trustee
(or, at the
direction of the Trustee, the Custodian) by delivering, or causing
to be
delivered, two copies (one of which will be returned to the
Servicer with the
Mortgage File) of a Request for Release (which may be delivered in
an electronic
format acceptable to the Trustee and the Servicer). Upon receipt of
such
request, the Trustee or the Custodian, as applicable, shall within
seven
Business Days release the related Mortgage File to the Servicer.
The Trustee
shall deliver to the Servicer the Mortgage Note with written
evidence of
cancellation thereon. If the Mortgage has been recorded in the name
of MERS or
its designee, the Servicer shall take all necessary action to
reflect the
release of the Mortgage on the records of MERS. Expenses incurred
in connection
with any instrument of satisfaction or deed of reconveyance shall
be chargeable
to the related Mortgagor. From time to time and as shall be
appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such
purpose
collection under any policy of flood insurance, any fidelity bond
or errors or
omissions policy, or for the purposes of effecting a partial
release of any
Mortgaged Property from the lien of the Mortgage or the making of
any
corrections to the Mortgage Note or the Mortgage or any of the
other documents
included in the Mortgage File, the Trustee or the Custodian, as
applicable,
shall, upon delivery to the Trustee (or, at the direction of the
Trustee, the
Custodian) of a Request for Release signed by a Servicing Officer,
release the
Mortgage File within seven Business Days to the Servicer. Subject
to the further
limitations set forth below, the Servicer shall cause the Mortgage
File so
released to be returned to the Trustee or the Custodian, as
applicable, when the
need therefor by the Servicer no longer exists, unless the Mortgage
Loan is
liquidated and the proceeds thereof are deposited in the Servicer
Custodial
Account, in which case the Servicer shall deliver to the Trustee or
the
Custodian, as applicable, a Request for Release, signed by a
Servicing Officer.
Upon prepayment in full of any Mortgage Loan or the receipt of
notice that funds for such purpose have been placed in escrow, the
Servicer
shall give an instrument of satisfaction (or Assignment of Mortgage
without
recourse) regarding the Mortgaged Property relating to such
Mortgage Loan, which
instrument of satisfaction or Assignment of Mortgage, as the case
may be, shall
be delivered to the Person entitled thereto against receipt of the
prepayment in
full. If the Mortgage is registered in the name of MERS or its
designee, the
Servicer shall take all necessary action to reflect the release on
the records
of MERS. In lieu of executing such satisfaction or Assignment of
Mortgage, or if
another document is required to be executed by the Trustee, the
Servicer may
deliver or cause to be delivered to the Trustee, for signature, as
appropriate,
any court pleadings, requests for trustee's sale or other documents
necessary to
effectuate such foreclosure or any legal action brought to obtain
judgment
against the Mortgagor on the Mortgage Note or the Mortgage or to
obtain a
deficiency judgment or to enforce any other remedies or rights
provided by the
Mortgage Note or the Mortgage or otherwise available at law or in
equity.
Section 3.16 Documents, Records and Funds in Possession of the
Servicer to Be Held for the Trustee. The Servicer shall transmit to
the Trustee
or, at the direction of the Trustee, the Custodian as required by
this Agreement
all documents and instruments in respect of a Mortgage Loan coming
into the
possession of the Servicer from time to time and shall account
fully to the
Trustee for any funds received by the Servicer or which otherwise
are collected
by the Servicer as Liquidation Proceeds or Insurance Proceeds in
respect of any
Mortgage Loan. The documents constituting the Servicing File shall
be held by
the Servicer as custodian and bailee for the Trustee. All Mortgage
Files and
funds collected or held by, or under the control of, the Servicer
in respect of
any Mortgage Loans, whether from the collection of principal and
interest
payments or from Liquidation Proceeds, including but not limited
to, any funds
on deposit in the Servicer Custodial Account, shall be held by the
Servicer for
and on behalf of the Trustee and shall be and remain the sole and
exclusive
property of the Trustee, subject to the applicable provisions of
this Agreement.
The Servicer also agrees that it shall not knowingly create, incur
or subject
any Mortgage File or any funds that are deposited in the Servicer
Custodial
Account, Certificate Account or any Escrow Account, or any funds
that otherwise
are or may become due or payable to the Trustee for the benefit of
the
Certificateholders, to any claim, lien, security interest,
judgment, levy, writ
of attachment or other encumbrance created by the Servicer, or
assert by legal
action or otherwise any claim or right of setoff against any
Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan,
except, however,
that the Servicer shall be entitled to set off against and deduct
from any such
funds any amounts that are properly due and payable to the Servicer
under this
Agreement.
Section 3.17 Servicing Compensation. The Servicer shall be
entitled
out of each payment of interest on a Mortgage Loan (or portion
thereof) and
included in the Trust Estate to retain or withdraw from the
Servicer Custodial
Account an amount equal to the Servicing Fee for such Distribution
Date;
provided, however, that the aggregate Servicing Fee for the
Servicer relating to
the Mortgage Loans in a Loan Group shall be reduced (but not below
zero) by an
amount equal to the Compensating Interest for such Loan Group.
Any additional Servicing Compensation shall be retained by the
Servicer to the extent not required to be deposited in the Servicer
Custodial
Account pursuant to Section 3.08(b). The Servicer shall be required
to pay all
expenses incurred by it in connection with its servicing activities
hereunder
and shall not be entitled to reimbursement therefor except as
specifically
provided in this Agreement.
Section 3.18 Annual Statement as to Compliance. The Trustee and
the
Servicer shall deliver, and the Servicer shall cause each
Additional Servicer
engaged by it to deliver, in electronic form to the Depositor, the
Trustee and
each Rating Agency on or before March 5 of each year or if such day
is not a
Business Day, the next Business Day (with a 10 calendar day cure
period, but in
no event later than March 15), followed by a hard copy within 10
calendar days,
commencing in March 2008, a certificate in the form required by
Item 1123 of
Regulation AB, to the effect that (i) an authorized officer of the
Trustee, the
Servicer or the Additional Servicer, as the case may be, has
reviewed (or a
review has been made under his or her supervision of) such party's
activities
under this Agreement or such other applicable agreement in the case
of an
Additional Servicer, during the prior calendar year or portion
thereof and (ii)
to the best of such officer's knowledge, based on such review, such
party has
fulfilled all of its obligations under this Agreement, or such
other applicable
agreement in the case of an Additional Servicer, in all material
respects
throughout the prior calendar year or portion thereof or, if there
has been a
failure to fulfill any such obligation in any material respect,
specifying each
such failure known to such officer and the nature and status
thereof. Promptly
after receipt of each such certificate, the Depositor shall review
such
certificate and, if applicable, consult with the Servicer and the
Trustee as to
the nature of any failure to fulfill any obligation under the
Agreement, or such
other applicable agreement in the case of an Additional Servicer,
in any
material respect.
Section 3.19 Assessments of Servicing Compliance; Registered
Public
Accounting Firm Attestation Reports. (a) Each of the Servicer and
the Trustee,
at its own expense, shall furnish, and shall cause any Servicing
Function
Participant engaged by it to furnish, at such party's expense, to
the Trustee
and the Depositor in electronic form, not later than March 5 of
each year or if
such day is not a Business Day, the next Business Day (with a 10
calendar day
cure period, but in no event later than March 15), followed by a
hard copy
within 10 calendar days, commencing in March 2008, a report on an
assessment of
compliance with the Servicing Criteria applicable to it that
contains (A) a
statement by such party of its responsibility for assessing
compliance with the
Servicing Criteria applicable to it, (B) a statement that such
party used the
Servicing Criteria to assess compliance with the Servicing Criteria
applicable
to it, (C) such party's assessment of compliance with the Servicing
Criteria
applicable to it as of and for the fiscal year covered by the Form
10-K required
to be filed pursuant to Section 3.22, including, if there has been
any material
instance of noncompliance with the Servicing Criteria applicable to
it, an
identification of each such failure and the nature and status
thereof, and (D) a
statement that a registered public accounting firm has issued an
attestation
report on such party's assessment of compliance with the Servicing
Criteria
applicable to such party as of and for such period.
Each such assessment of compliance report shall be addressed to
the
Depositor and the Servicer and signed by an authorized officer of
the applicable
party, and shall address each of the Relevant Servicing Criteria
set forth on
Exhibit Q hereto, or as set forth in the notification furnished to
the Depositor
and the Trustee pursuant to Section 3.19(c). The Servicer and the
Trustee hereby
acknowledge and agree that their respective assessments of
compliance will cover
the items identified on Exhibit Q hereto as being covered by such
party. The
parties to this Agreement acknowledge that where a particular
Servicing
Criterion has multiple components, each party's assessment of
compliance (and
related attestation of compliance) will relate only to those
components that are
applicable to such party. Promptly after receipt of each such
report on
assessment of compliance, the Depositor shall review each such
report and, if
applicable, consult with the Servicer or the Trustee as to the
nature of any
material instance of noncompliance with the Servicing Criteria
applicable to it
(or any Servicing Function Participant engaged or utilized by the
Servicer or
the Trustee, as applicable).
(b) Each of the Servicer and the Trustee, at its own expense,
shall
cause, and shall cause any Servicing Function Participant engaged
by it, at such
party's expense, to cause, not later than March 5 of each year or
if such day is
not a Business Day, the next Business Day (with a 10 calendar day
cure period),
commencing in March 2008, a registered public accounting firm
(which may also
render other services to the Servicer, the Trustee, or such other
Servicing
Function Participants, as the case may be) and that is a member of
the American
Institute of Certified Public Accountants to furnish electronically
a report to
the Depositor (with a hard copy to follow within 10 calendar days),
to the
effect that (i) it has obtained a representation regarding certain
matters from
the management of such party, which includes an assertion that such
party has
complied with the Servicing Criteria applicable to it, and (ii) on
the basis of
an examination conducted by such firm in accordance with standards
for
attestation engagements issued or adopted by the Public Company
Accounting
Oversight Board, it is expressing an opinion as to whether such
party's
assessment of compliance with the Servicing Criteria was fairly
stated in all
material respects, or it cannot express an overall opinion
regarding such
party's assessment of compliance with the Servicing Criteria. In
the event that
an overall opinion cannot be expressed, such registered public
accounting firm
shall state in such report why it was unable to express such an
opinion. Such
report must be available for general use and not contain restricted
use
language. If requested by the Depositor, such report shall contain
or be
accompanied by a consent of such accounting firm to inclusion or
incorporation
of such report in the Depositor's registration statement on Form
S-3 relating to
the Offered Certificates and the Form 10-K for the Trust.
Promptly after receipt of each such accountants' attestation
report,
the Depositor shall review the report and, if applicable, consult
with the
Servicer or the Trustee if such report (i) states that a party's
assessment of
compliance was not fairly stated in any material respect or (ii) is
unable to
state an overall opinion.
(c) No later than 30 days following the end of each fiscal year
for
the Trust for which a Form 10-K is required to be filed, (i) the
Servicer shall
forward to the Depositor the name of each Servicing Function
Participant engaged
by it and what Servicing Criteria will be addressed in the report
on assessment
of compliance prepared by such Servicing Function Participant and
(ii) the
Trustee shall forward to the Depositor the name of each Servicing
Function
Participant engaged by it and what Servicing Criteria will be
addressed in the
report on assessment of compliance prepared by such Servicing
Function
Participant, in each case to the extent of any change from the
prior year's
notice, if any.
(d) Beginning with fiscal year 2008 and thereafter, none of the
Servicer, the Trustee or any Servicing Function Participant engaged
by such
parties shall be required to deliver or cause the delivery of any
such
assessments or attestation reports until April 15 of the following
year unless
such party has received written notice from the Depositor that a
Form 10-K is
required to be filed in respect of the Trust for the preceding
fiscal year.
Section 3.20 Advances. The Servicer shall determine on or
before
each Servicer Advance Date whether it is required to make a
Periodic Advance
pursuant to the definition thereof. If the Servicer determines it
is required to
make a Periodic Advance, it shall, on or before the Servicer
Advance Date,
either (a) deposit into the Servicer Custodial Account an amount
equal to the
Advance and/or (b) make an appropriate entry in its records
relating to the
Servicer Custodial Account that any portion of the Amount Held for
Future
Distribution with respect to a Loan Group in the Servicer Custodial
Account has
been used by the Servicer in discharge of its obligation to make
any such
Periodic Advance on a Mortgage Loan in such Loan Group. Any funds
so applied
shall be replaced by the Servicer by deposit in the Servicer
Custodial Account
no later than the close of business on the Business Day preceding
the next
Servicer Advance Date. The Servicer shall be entitled to be
reimbursed from the
Servicer Custodial Account for all Advances of its own funds made
pursuant to
this Section 3.20 as provided in Section 3.11(a). The obligation to
make
Periodic Advances with respect to any Mortgage Loan shall continue
until the
ultimate disposition of the REO Property or Mortgaged Property
relating to such
Mortgage Loan. The Servicer shall inform the Trustee of the amount
of the
Periodic Advance to be made by the Servicer with respect to each
Loan Group on
each Servicer Advance Date no later than the related Remittance
Date.
The Servicer shall deliver to the Trustee on the related
Servicer
Advance Date an Officer's Certificate of a Servicing Officer
indicating the
amount of any proposed Periodic Advance determined by the Servicer
to be a
Nonrecoverable Advance. Notwithstanding anything to the contrary,
the Servicer
shall not be required to make any Periodic Advance or Servicing
Advance that
would be a Nonrecoverable Advance.
Section 3.21 Modifications, Waivers, Amendments and Consents.
(a)Subject to this Section 3.21, the Servicer may agree to any
modification,
waiver, forbearance, or amendment of any term of any Mortgage Loan
without the
consent of the Trustee or any Certificateholder. All modifications,
waivers,
forbearances or amendments of any Mortgage Loan shall be in writing
and shall be
consistent with Customary Servicing Procedures.
(b) The Servicer shall not agree to enter into, and shall not
enter
into, any modification, waiver (other than a waiver referred to in
Section 3.13,
which waiver, if any, shall be governed by Section 3.13),
forbearance or
amendment of any term of any Mortgage Loan if such modification,
waiver,
forbearance, or amendment would:
(i) forgive principal owing under such Mortgage Loan or
permanently
reduce the
interest rate on such Mortgage Loan;
(ii) affect the amount or timing of any related payment of
principal,
interest or other amount payable thereunder;
(iii) in the Servicer's judgment, materially impair the security
for
such
Mortgage Loan or reduce the likelihood of timely payment of
amounts
due thereon;
or
(iv) otherwise constitute a "significant modification" within
the
meaning of
Treasury Regulations Section 1.860G-2(b);
unless, in the case of clauses (ii) through (iv) above, (A) such
Mortgage Loan
is 90 days or more past due or (B) the Servicer delivers to the
Trustee an
Opinion of Counsel to the effect that such modification, waiver,
forbearance or
amendment would not affect the REMIC status of either of the
Upper-Tier REMIC or
the Lower-Tier REMIC. Notwithstanding the foregoing, no Opinion of
Counsel need
be delivered if the purpose of the modification is to reduce the
Monthly Payment
on a Mortgage Loan as a result of a partial Principal Prepayment;
provided that
the Mortgage Loan is fully amortized by its original maturity date.
Subject to
Customary Servicing Procedures, the Servicer may permit a
forbearance for a
Mortgage Loan which in the Servicer's judgment is subject to
imminent default.
(c) The Servicer may, as a condition to granting any request by
a
Mortgagor for consent, modification, waiver, forbearance or
amendment, the
granting of which is within the Servicer's discretion pursuant to
the Mortgage
Loan and is permitted by the terms of this Agreement, require that
such
Mortgagor pay to the Servicer, as additional Servicing
Compensation, a
reasonable or customary fee for the additional services performed
in connection
with such request, together with any related costs and expenses
incurred by the
Servicer, which amount shall be retained by the Servicer as
additional Servicing
Compensation.
(d) The Servicer shall notify the Depositor and the Trustee, in
writing, of any modification, waiver, forbearance or amendment of
any term of
any Mortgage Loan and the date thereof, and shall deliver to the
Trustee (or, at
the direction of the Trustee, the Custodian) for deposit in the
related Mortgage
File, an original counterpart of the agreement relating to such
modification,
waiver, forbearance or amendment, promptly (and in any event within
ten Business
Days) following the execution thereof; provided, however, that if
any such
modification, waiver, forbearance or amendment is required by
applicable law to
be recorded, the Servicer (i) shall deliver to the Trustee a copy
thereof and
(ii) shall deliver to the Trustee such document, with evidence of
notification
upon receipt thereof from the public recording office.
Section 3.22 Reports to the Securities and Exchange Commission.
(a)
The Trustee and the Servicer shall reasonably cooperate with the
Depositor to
enable the Depositor to satisfy its reporting requirements under
the Exchange
Act and the parties hereto shall reasonably cooperate to enable the
Securities
and Exchange Commission requirements with respect to the Depositor
to be met in
the event that the Securities and Exchange Commission issues
additional
interpretive guidelines or promulgates rules or regulations, or in
the event of
any other change of law that would require reporting arrangements
or the
allocation of responsibilities with respect thereto, as described
in this
Section 3.22, to be conducted or allocated in a different manner.
Without
limiting the generality of the foregoing, the Trustee shall prepare
on behalf of
the Depositor any Current Reports on Form 8-K (each, a "Form 8-K"),
Distribution
Reports on Form 10-D (each, a "Form 10-D") and Annual Reports on
Form 10-K
(each, a "Form 10-K") as required by the Exchange Act and the rules
and
regulations of the Securities and Exchange Commission thereunder,
the Servicer
shall sign such forms (other than Form 8-Ks) or the Depositor shall
sign such
Form 8-Ks, the Trustee shall file (via the Securities and Exchange
Commission's
Electronic Data Gathering and Retrieval System) such forms on
behalf of the
Depositor. Notwithstanding the foregoing, the Depositor shall file
the Form 8-Ks
in connection with the issuance of the Certificates.
(b) Each Form 10-D shall be filed by the Trustee within 15 days
after each Distribution Date and will include a copy of the monthly
statement to
Certificateholders delivered pursuant to Section 5.04(b) (each, a
"Distribution
Date Statement") for such Distribution Date as an exhibit thereto.
In addition,
the Trustee shall include under Item 1 of each Form 10-D any
information
required by Item 1121 of Regulation AB to the extent relevant that
is not
included on the Distribution Date Statement. Any information in
addition to the
Distribution Date Statement and any other information required by
Item 1121 of
Regulation AB ("Additional Form 10-D Information") shall be
determined by the
party preparing such information as set forth on Exhibit R-1 hereto
and the
Trustee shall compile such information pursuant to the following
paragraph. The
Trustee will have no duty or liability for any failure hereunder to
determine or
prepare any Additional Form 10-D Information, except to the extent
of its
obligations as set forth in the next paragraph.
As set forth on Exhibit R-1 hereto, within 5 calendar days after
the
related Distribution Date, certain parties hereto shall be required
to provide
to the Depositor and the Trustee, to the extent known by such
parties, in
EDGAR-compatible format, or in such other form as otherwise agreed
upon by the
Trustee and such party, (i) any Additional Form 10-D Information,
if applicable
and (ii) the Depositor will approve, as to form and substance, or
disapprove, as
the case may be, the inclusion of the Additional Form 10-D
Information (other
than with respect to Additional Form 10-D Information provided by
the Trustee).
The Depositor will be responsible for all reasonable fees and
expenses assessed
or incurred by the Trustee in connection with including any
Additional Form 10-D
Information on Form 10-D pursuant to this paragraph, including
converting any
such information to an EDGAR-compatible format.
After preparing the Form 10-D, the Trustee shall forward
electronically a draft copy of the Form 10-D to the Depositor and
the Servicer
for review. No later than 2 Business Days prior to the 15th
calendar day after
the related Distribution Date, the Depositor and Servicer shall
sign the Form
10-D and return an electronic or fax copy of such signed Form 10-D
(with an
original executed hard copy to immediately follow) to the Trustee.
If a Form
10-D cannot be filed on time or if a previously filed Form 10-D
needs to be
amended, the Trustee will follow the procedures set forth in
Section 3.22(e).
Form 10-D requires the registrant to indicate (by checking "yes" or
"no") that
it "(1) has filed all reports required to be filed by Section 13 or
15(d) of the
Exchange Act during the preceding 12 months (or for such shorter
period that the
registrant was required to file such reports), and (2) has been
subject to such
filing requirements for the past 90 days." The Depositor hereby
instructs the
Trustee, with respect to each Form 10-D, to check "yes" for each
item unless the
Trustee has received timely prior written notice from the Depositor
that the
answer should be "no" for an item. Promptly (but no later than one
Business Day)
after filing with the Securities and Exchange Commission, the
Trustee will make
available on its internet website a final executed copy of each
Form 10-D. The
Trustee shall have no liability for any loss, expense, damage or
claim arising
out of or with respect to any failure to properly prepare and/or
timely file
such Form 10-D, where such failure results from the Trustee's
inability or
failure to obtain or receive, on a timely basis, any information
from any party
hereto (other than the Trustee or any Servicing Function
Participant utilized by
the Trustee) needed to prepare, arrange for execution or file such
Form 10-D,
not resulting from its own negligence, bad faith or willful
misconduct.
(c) On or before 90 days after the end of each fiscal year of
the
Trust (or such earlier date as may be required by the Exchange Act
and the rules
and regulations of the Securities and Exchange Commission) (the
"10-K Filing
Deadline") commencing in 2008, the Trustee shall file a Form 10-K,
in form and
substance as required by applicable law or applicable Securities
and Exchange
Commission staff interpretations. Each such Form 10-K shall include
the
following items, in each case to the extent they have been
delivered to the
Trustee within the applicable time frames set forth in this
Agreement: (i) an
annual compliance statement for the Trustee, the Servicer and each
Additional
Servicer, as described under Section 3.18, (ii)(A) the annual
reports on
assessment of compliance with Servicing Criteria for the Servicer,
the Trustee
and each Servicing Function Participant, as described under Section
3.19, and
(B) if the Servicer's, the Trustee's or each Servicing Function
Participant's
report on assessment of compliance with Servicing Criteria
described under
Section 3.19 identifies any material instance of noncompliance or
is not
included, disclosure identifying such instance of noncompliance or
disclosure
that such report is not included and an explanation thereof, as the
case may be,
(iii)(A) the registered public accounting firm attestation report
for the
Servicer, the Trustee and each Servicing Function Participant, as
described
under Section 3.19, and (B) if any registered public accounting
firm attestation
report described under Section 3.19 identifies any material
instance of
noncompliance or is not included, disclosure identifying such
instance of
noncompliance or disclosure that such report is not included and an
explanation
thereof, as the case may be, and (iv) a Certification as described
in this
Section 3.22(c). Any information in addition to (i) through (iv)
above that is
required to be included on Form 10-K ("Additional Form 10-K
Information") shall
be prepared by the party responsible for preparing such information
as set forth
on Exhibit R-2 hereto and the Trustee shall compile such
information pursuant to
the following paragraph. The Trustee will have no duty or liability
for any
failure hereunder to determine or prepare any Additional Form 10-K
Information,
except to the extent of its obligations as set forth in the next
paragraph.
As set forth on Exhibit R-2 hereto, no later than March 1st of
each
year that the Trust is subject to the Exchange Act reporting
requirements,
commencing in 2008, certain parties to this Agreement shall be
required to
provide to the Trustee and the Depositor, to the extent known by
such applicable
parties, in EDGAR-compatible format, or in such other form as
otherwise agreed
upon by the Trustee and such party, (i) any Additional Form 10-K
Information, if
applicable and (ii) the Depositor will approve, as to form and
substance, or
disapprove, as the case may be, the inclusion of the Additional
Form 10-K
Information (other than with respect to Additional Form 10-K
Information
provided by the Trustee). The Depositor will be responsible for all
reasonable
fees and expenses assessed or incurred by the Trustee in connection
with
including any Additional Form 10-K Information on Form 10-K
pursuant to this
paragraph, including converting any such information to an
EDGAR-compatible
format.
After preparing the Form 10-K, the Trustee shall forward
electronically a draft copy of the Form 10-K to the Depositor and
the Servicer
for review. No later than the close of business on the fourth
Business Day prior
to the 10-K Filing Deadline, a senior officer of the Servicer in
charge of the
servicing function shall sign the Form 10-K and return an
electronic or fax copy
of such signed Form 10-K, together with a signed copy of the
certification (the
"Certification") attached hereto as Exhibit O and required to be
included with
each Form 10-K pursuant to the Sarbanes-Oxley Act of 2002, as
amended (with an
original executed hard copy of each to follow by overnight mail) to
the Trustee.
If a Form 10-K cannot be filed on time or if a previously filed
Form 10-K needs
to be amended, the Trustee will follow the procedures set forth in
Section
3.22(e). Form 10-K requires the registrant to indicate (by checking
"yes" or
"no") that it "(1) has filed all reports required to be filed by
Section 13 or
15(d) of the Exchange Act during the preceding 12 months (or for
such shorter
period that the registrant was required to file such reports), and
(2) has been
subject to such filing requirements for the past 90 days." The
Depositor hereby
represents to the Trustee that the Depositor has filed all such
required reports
during the preceding 12 months and that is has been subject to such
filing
requirement for the past 90 days. The Depositor shall notify the
Trustee in
writing, no later than March 15th with respect to the filing of a
report on Form
10-K, if the answer to either question should be "no." The Trustee
shall be
entitled to rely on such representations in preparing, executing
and/or filing
any such report. Promptly (but no later than one Business Day)
after filing with
the Securities and Exchange Commission, the Trustee will make
available on its
internet website a final executed copy of each Form 10-K. The
parties to this
Agreement acknowledge that the performance by the Trustee of its
duties under
this Section 3.22(c) relating to the timely preparation and filing
of Form 10-K
is contingent upon such parties (and any Additional Servicer or
Servicing
Function Participant) strictly observing all applicable deadlines
in the
performance of their duties under this Section 3.22, Section 3.18
and Section
3.19. The Trustee shall have no liability for any loss, expense,
damage, claim
arising out of or with respect to any failure to properly prepare
and/or timely
file such Form 10-K, where such failure results from the Trustee's
inability or
failure to obtain or receive, on a timely basis, any information
from any party
hereto (other than the Trustee or any Servicing Function
Participant utilized by
the Trustee) needed to prepare, arrange for execution or file such
Form 10-K,
not resulting from its own negligence, bad faith or willful
misconduct.
For so long as the Trust is subject to the reporting requirements
of
the Exchange Act, the Trustee shall provide to the Servicer, on or
before March
5 of each year or if such day is not a Business Day, the next
Business Day (with
a 10 calendar day cure period), followed by a hard copy within 10
days,
commencing in March 2008, and otherwise within a reasonable period
of time upon
request, a certification in the form attached hereto as Exhibit P.
In the event
the Trustee is terminated or resigns pursuant to the terms of this
Agreement,
such Trustee shall provide a certification in the form attached
hereto as
Exhibit P with respect to the period of time it was subject to this
Agreement.
In addition, the Trustee shall indemnify and hold harmless the
Depositor, the
Servicer and the Sponsor and their officers, directors and
affiliates from and
against any losses, damages, penalties, fines, forfeitures,
reasonable and
necessary legal fees and related costs, judgments and other costs
and expenses
arising out of or based upon any inaccuracy in (i) the assessment
of compliance
with the Servicing Criteria pursuant to Section 3.19 provided by
Trustee or any
Servicing Function Participant appointed by the Trustee and (ii)
the
certification provided by the Trustee pursuant to this Section
3.22(c), any
breach of the obligations under Sections 3.19 and 3.22(c) of the
Trustee or any
Servicing Function Participant appointed by the Trustee or the
Trustee's or such
Servicing Function Participant's negligence, bad faith or willful
misconduct in
connection therewith. If the indemnification provided for herein is
unavailable
or insufficient to hold harmless the Depositor, the Servicer and
the Sponsor and
their officers, directors and affiliates, then the Trustee agrees
that it shall
contribute to the amount paid or payable by the Depositor, the
Servicer and the
Sponsor, any of their officers, directors or affiliates as a result
of the
losses, claims, damages or liabilities of the Depositor, the
Servicer or the
Sponsor, any of their officers, directors or affiliates in such
proportion as is
appropriate to reflect the relative fault of the Depositor, the
Servicer and the
Sponsor and each of their officers, directors and affiliates on the
one hand and
the Trustee on the other in connection with a breach of the
Trustee's
obligations under this Section 3.22(c) or the Trustee's negligence,
bad faith or
willful misconduct in connection therewith.
(d) Within four (4) Business Days after the occurrence of an
event
requiring disclosure on Form 8-K (each such event, a "Reportable
Event"), and
also if requested by the Depositor, the Trustee shall prepare and
file on behalf
of the Trust any Form 8-K, as required by the Exchange Act,
provided that the
Depositor shall file the initial Form 8-Ks in connection with the
issuance of
the Certificates. Any information related to a Reportable Event or
that is
otherwise required to be included on Form 8-K (such information,
"Form 8-K
Information") shall be reported to the Depositor and the Trustee by
the parties
set forth on Exhibit R-3 hereto and compiled by the Trustee
pursuant to the
following paragraph. The Trustee will have no duty or liability for
any failure
hereunder to determine or prepare any Form 8-K Information or any
Form 8-K,
except to the extent of its obligations as set forth in the next
paragraph.
As set forth on Exhibit R-3 hereto, for so long as the Trust is
subject to the Exchange Act reporting requirements, no later than
12:00 noon on
the second Business Day after the occurrence of a Reportable Event
certain
parties to this Agreement shall be required to provide to the
Depositor and the
Trustee, to the extent known by such applicable parties, in
EDGAR-compatible
format, or in such other form as otherwise agreed upon by the
Trustee and such
party, (i) any Form 8-K Information, if applicable and (ii) the
Depositor will
approve, as to form and substance, or disapprove, as the case may
be, the
inclusion of the Additional Form 8-K Information (other than with
respect to
Additional Form 8-K Information provided by the Trustee). The
Depositor will be
responsible for all reasonable fees and expenses assessed or
incurred by the
Trustee in connection with including any Form 8-K Information on
Form 8-K
pursuant to this paragraph, including converting any such
information to an
EDGAR-compatible format.
After preparing the Form 8-K, the Trustee shall forward
electronically a draft copy of the Form 8-K to the Depositor for
review,
verification and execution by the Depositor. No later than 12:00
noon on the
fourth Business Day after the Reportable Event, an officer of the
Depositor
shall sign the Form 8-K and return an electronic or fax copy of
such signed Form
8-K (with an original executed hard copy to follow by overnight
mail) to the
Trustee. Promptly (but no later than one Business Day) after filing
with the
Securities and Exchange Commission, the Trustee will, make
available on its
internet website a final executed copy of each Form 8-K filed by
it. If a Form
8-K cannot be filed on time or if a previously filed Form 8-K needs
to be
amended, the Trustee will follow the procedures set forth in
Section 3.22(e).
The Depositor acknowledges that the performance by the Trustee of
its duties
under this Section 3.22(d) related to the timely preparation and
filing of Form
8-K is contingent upon the parties to this Agreement and any other
Person
obligated to provide Form 8-K Information as set forth on Exhibit
R-3 hereto,
observing all applicable deadlines in the performance of their
duties under this
Section 3.22(d). The Trustee shall have no liability for any loss,
expense,
damage or claim arising out of or with respect to any failure to
properly
prepare and/or timely file such Form 8-K, where such failure
results from the
Trustee's inability or failure to obtain or receive, on a timely
basis, any
information from any party hereto (other than the Trustee or any
Servicing
Function Participant utilized by the Trustee) needed to prepare,
arrange for
execution or file such Form 8-K, not resulting from its own
negligence, bad
faith or willful misconduct.
(e) In the event that the Trustee is unable to timely file with
the
Securities and Exchange Commission all or any required portion of
any Form 8-K,
Form 10-D or Form 10-K required to be filed by this Agreement
because required
information was either not delivered to it or delivered to it after
the delivery
deadlines set forth in this Agreement or for any other reason, the
Trustee will
immediately notify the Depositor and the Servicer. In the case of
Form 10-D and
Form 10-K, the Depositor, Servicer and Trustee will cooperate to
prepare and
file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act. In
the case of
Form 8-K, the Trustee will, upon receipt of all information
required to be
included on Form 8-K, file such Form 8-K. Within 5 calendar days
following the
original due date of the Form 10-D, the Trustee shall prepare and
file the
related Form 10-D. Within 15 calendar days following the original
due date of
the Form 10-K, the Trustee shall prepare and file the related Form
10-K. In the
event that any previously filed Form 8-K, Form 10-D or Form 10-K
needs to be
amended, the party to this Agreement deciding that an amendment to
such Form
8-K, Form 10-D or Form 10-K is required will notify the Depositor,
the Trustee
and the Servicer and such parties will cooperate to prepare any
necessary Form
8-K/A, Form 10-D/A or Form 10-K/A. Any Form 12b-25 or any amendment
to Form 10-D
or Form 10-K shall be signed by a senior officer of the Servicer in
charge of
the servicing function. Any amendment to Form 8-K or any Form 15
(as described
in Section 3.22(g)) shall be signed by an officer of the Depositor.
The
Depositor and Servicer acknowledge that the performance by the
Trustee of its
duties under this Section 3.22(e) related to the timely preparation
and filing
of a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form
10-K is
contingent upon the Servicer and the Depositor performing their
duties under
this Section. The Trustee shall have no liability for any loss,
expense, damage,
claim arising out of or with respect to any failure to properly
prepare and/or
timely file any such Form 12b-25 or any amendments to Form 8-K,
Form 10-D or
Form 10-K, where such failure results from the Trustee's inability
or failure to
obtain or receive, on a timely basis, any information from any
other party
hereto (other than the Trustee or any Servicing Function
Participant utilized by
the Trustee) needed to prepare, arrange for execution or file such
Form 12b-25
or any amendments to Form 8-K, Form 10-D or Form 10-K, not
resulting from its
own negligence, bad faith or willful misconduct.
(f) Upon any filing with the Securities and Exchange Commission,
the
Trustee shall promptly deliver or otherwise make available to the
Depositor a
copy of any such executed report, statement or information.
(g) The obligations set forth in paragraphs (a) through (f) of
this
Section shall only apply with respect to periods for which the
Trustee is
obligated to file reports on Form 8-K, 10-D or 10-K. Unless
otherwise instructed
by the Depositor, on or prior to January 30th of the first year in
which the
Trustee is permitted to do so under Section 15(d) of the Exchange
Act and other
applicable law and regulations, the Trustee shall prepare and file
with the
Securities and Exchange Commission a Form 15 Suspension
Notification with
respect to the Trust, with a copy to the Depositor. At any time
after the filing
of a Form 15 Suspension Notification, if the number of
Certificateholders of
record exceeds the number set forth in Section 15(d) of the
Exchange Act or the
regulations promulgated pursuant thereto which would cause the
Trust to again
become subject to the reporting requirements of the Exchange Act,
the Trustee
shall recommence preparing and filing reports on Form 10-D and 10-K
as required
pursuant to this Section and the parties hereto will again have the
obligations
set forth in paragraphs (a) through (f) of this Section.
(h) The Depositor, the Trustee and the Servicer shall notify
the
Depositor and the Trustee of any proceedings of the type described
in Item 1117
of Regulation AB, together with a description thereof, within five
Business Days
of any such party's knowledge thereof. In addition, the Depositor,
the Trustee
and the Servicer shall notify the Depositor and the Trustee of any
affiliations
or relationships that develop following the Closing Date between
the Depositor,
the Trustee or the Servicer and any of parties listed in Item 1119
of Regulation
AB, together with a description thereof, within five Business Days
of any such
party's knowledge thereof.
Section 3.23 Buy-Down Account; Application of Buy-Down Funds.
In
addition to the Servicer Custodial Account, if any of the Mortgage
Loans are
Buy-Down Mortgage Loans, the Servicer shall establish and maintain
a Buy-Down
Account, which is not part of the Trust Estate, and shall deposit
therein all
Buy-Down Funds not later than the Business Day following the day of
receipt and
posting by the Servicer. The Servicer shall keep and maintain a
separate account
for each Buy-Down Mortgage Loan for the purpose of accounting for
deposits to
and withdrawals from the Buy-Down Account. The Servicer shall
invest the funds
in the Buy-Down Account in investments which are Permitted
Investments. All
income and gain realized from any such investment, to the extent
not required by
the applicable Buy-Down Agreements to be applied to pay interest on
the related
Buy-Down Mortgage Loans, shall be for the benefit of the Servicer.
The amount of
any losses incurred in respect of such investments shall be
deposited in the
Buy-Down Account by the Servicer out of its own funds immediately
as realized.
With respect to each Buy-Down Mortgage Loan, on the Business
Day
next following receipt of the Mortgagor's required monthly payment
under the
related Buy-Down Agreement, the Servicer shall withdraw from the
Buy-Down
Account and deposit in immediately available funds in the Servicer
Custodial
Account an amount which, when added to such Mortgagor's payment,
will equal the
full monthly payment due under the related Mortgage Note.
Upon termination of a Buy-Down Agreement, no further Buy-Down
Funds
relating thereto shall be deposited into the Servicer Custodial
Account, and the
Servicer may withdraw the related Buy-Down Funds which remain in
the Buy-Down
Account and distribute such funds as provided by such Buy-Down
Agreement.
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate. Each month, not later than
12:00 noon Eastern time on the Business Day following each
Determination Date,
the Servicer shall deliver to the Trustee, a Servicer's Certificate
(in
substance and format mutually acceptable to the Servicer and the
Trustee)
certified by a Servicing Officer setting forth the information
necessary in
order for the Trustee to perform its obligations under this
Agreement. The
Trustee may conclusively rely upon the information contained in a
Servicer's
Certificate for all purposes hereunder and shall have no duty to
verify or
re-compute any of the information contained therein.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions. On each Distribution Date, based
solely
on the information in the Servicer's Certificate, the Trustee shall
distribute
or be deemed to distribute, as applicable, out of the Certificate
Account or the
Upper-Tier Certificate Sub-Account, as applicable (to the extent
funds are
available therein), to each Certificateholder of record on the
related Record
Date (other than as provided in Section 10.01 respecting the final
distribution)
(a) by check mailed to such Certificateholder entitled to receive a
distribution
on such Distribution Date at the address appearing in the
Certificate Register,
or (b) upon written request by the Holder of a Certificate (other
than the
Residual Certificate), by wire transfer or by such other means of
payment as
such Certificateholder and the Trustee shall agree upon, such
Certificateholder's Percentage Interest in the amount to which the
related Class
of Certificates is entitled in accordance with the priorities set
forth below in
Section 5.02.
None of the Holders of any Class of Certificates, the Depositor,
the
Servicer or the Trustee shall in any way be responsible or liable
to Holders of
any Class of Certificates in respect of amounts properly previously
distributed
on any such Class.
Amounts distributed with respect to any Class of Certificates
shall
be applied first to the distribution of interest thereon and then
to principal
thereon.
Section 5.02 Priorities of Distributions. (a) On each
Distribution
Date, based solely on the information contained in the Servicer's
Certificate,
the Trustee shall withdraw from the Certificate Account (to the
extent funds are
available therein) (1) the amount payable to the Trustee pursuant
to Section
3.11(b)(ii) and shall pay such funds to itself, and (2) the Pool
Distribution
Amount for each Loan Group, in an amount as specified in written
notice received
by the Trustee from the Servicer no later than the Business Day
following the
related Determination Date, and shall apply such funds (or be
deemed to apply
such funds, as applicable), first to the payment to itself of the
amount payable
with respect to such Loan Group pursuant to Section 3.11(b)(i) and
then to
distributions on the Certificates in the following order of
priority and to the
extent of such funds, paying Group 1 solely from the Pool
Distribution Amount
for Loan Group 1 and paying Group 2 solely from the Pool
Distribution Amount for
Loan Group 2, in the following order of priority and to the extent
of such
funds:
(i) concurrently, to each Class of Senior Certificates of such
Group, pro
rata, an amount allocable to interest equal to the Interest
Distribution Amount for such Class and any shortfall being
allocated among
such
Classes in proportion to the amount of the Interest
Distribution
Amount
that would have been distributed in the absence of such
shortfall;
provided,
however, that until the applicable Accretion Termination Date,
amounts
that would have been distributed pursuant to this clause to the
Class
1-A-21, Class 1-A-22, Class 2-A-11 and Class 2-A-14
Certificates
will
instead be distributed in reduction of the Class Certificate
Balances
of the
Classes of Certificates specified in Section 5.02(b);
(ii) concurrently, (a) to the Senior Non-PO Certificates of
such
Group and
(b) to the Class 1-PO or Class 2-PO Certificates, as the case
may be,
pro rata, based on their respective Senior Principal
Distribution
Amount and
PO Principal Amount, (A) to the Senior Non-PO Certificates of
such
Group, in an aggregate amount up to the Senior Principal
Distribution
Amount for
such Group, such distribution to be allocated among such
Classes in
accordance with Section 5.02(b) and (B) to the Class 1-PO or
Class 2-PO
Certificates, as the case may be, in an aggregate amount up to
the PO
Principal Amount for such Group;
(iii) to the Class 1-PO or 2-PO Certificates, any PO Deferred
Amount
(after
giving effect to the distribution to the Class 1-PO or 2-PO
Certificates of the PO Recovery for the Related Loan Group), up to
the
Subordinate Principal Distribution Amount for the Related Loan
Group for
such
Distribution Date from amounts otherwise distributable first to
the
Class
1-B-6 or Class 2-B-6 Certificates, as the case may be, pursuant
to
clause
(iv)(N) below, second to the Class 1-B-5 or Class 2-B-5
Certificates pursuant to clause (iv)(L) below, third to the Class
1-B-4 or
Class
2-B-4 Certificates s pursuant to clause (iv)(J) below, fourth to
the
Class
1-B-3 or Class 2-B-3 Certificates pursuant to clause (iv)(H)
below,
fifth to
the Class 1-B-2 or Class 2-B-2 Certificates pursuant to clause
(iv)(F)
below, sixth to the Class 1-B-1 or Class 2-B-1 Certificates
pursuant
to clause (iv)(D) below, and finally to the Class 1-M or Class
2-M
Certificates pursuant to clause (iv)(B) below;
(iv) to each Class of Subordinate Certificates, subject to
paragraph
(d) below,
in the following order of priority:
(A) to the Class 1-M Certificates or Class 2-M Certificates,
as the case may be, an amount allocable to interest equal to
the
Interest Distribution Amount for such Class for such
Distribution
Date;
(B) to the Class 1-M Certificates or Class 2-M Certificates,
as the case may be, an amount allocable to principal equal to
its
Pro Rata Share for such Distribution Date less any amount used
to
pay the PO Deferred Amounts of the Class 1-PO or Class 2-PO
Certificates, as the case may be, pursuant to clause (iii)
above,
until the Class Certificate Balance thereof has been reduced to
zero;
(C) to the Class 1-B-1 Certificates or Class 2-B-1
Certificates, as the case may be, an amount allocable to
interest
equal to the Interest Distribution Amount for such Class for
such
Distribution Date;
(D) to the Class 1-B-1 Certificates or Class 2-B-1
Certificates, as the case may be, an amount allocable to
principal
equal to its Pro Rata Share for such Distribution Date less any
amount used to pay the PO Deferred Amounts of the Class 1-PO or
Class 2-PO Certificates, as the case may be, pursuant to clause
(iii) above, until the Class Certificate Balance thereof has
been
reduced to zero;
(E) to the Class 1-B-2 Certificates or Class 2-B-2
Certificates, as the case may be, an amount allocable to
interest
equal to the Interest Distribution Amount for such Class for
such
Distribution Date;
(F) to the Class 1-B-2 Certificates or Class 2-B-2
Certificates, as the case may be, an amount allocable to
principal
equal to its Pro Rata Share for such Distribution Date less any
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