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<PAGE>
Exhibit 4.1
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| EXECUTION COPY |
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BANC OF AMERICA FUNDING CORPORATION,
as Depositor,
WELLS FARGO BANK, N.A.,
as Master Servicer and Securities Administrator,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated November 29, 2006
----------------------------------
Mortgage Pass-Through Certificates
Series 2006-8T2
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<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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ARTICLE I
DEFINITIONS............................................................................7
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Section 1.01 Defined
Terms..............................................................7
Section 1.02 Interest
Calculations.....................................................44
ARTICLE II CONVEYANCE OF MORTGAGE LOANS ORIGINAL ISSUANCE OF
CERTIFICATES....................................................................................45
Section 2.01 Conveyance of Mortgage
Loans..............................................45
Section 2.02 Acceptance by the Trustee or Custodian of the Mortgage
Loans..............48
Section 2.03 Representations, Warranties and Covenants of the
Master Servicer..........53
Section 2.04 Representations and Warranties of the Depositor as to
the Mortgage
Loans.....................................................................54
Section 2.05 Designation of Interests in the
REMICs....................................55
Section 2.06 Designation of Start-up
Day...............................................55
Section 2.07 REMIC Certificate Maturity
Date...........................................55
Section 2.08 Execution and Delivery of
Certificates....................................56
Section 2.09 Establishment of the
Trust................................................56
Section 2.10 Purpose and Powers of the
Trust...........................................56
Section 2.11 Rights of the NIMS
Insurer................................................57
ARTICLE III ADMINISTRATION AND MASTER SERVICING OF MORTGAGE
LOANS...............................57
Section 3.01 Master Servicing of the Mortgage
Loans....................................57
Section 3.02 Monitoring of
Servicers...................................................58
Section 3.03 Fidelity Bond; Errors and Omissions
Insurance.............................60
Section 3.04 Access to Certain
Documentation...........................................60
Section 3.05 Maintenance of Primary Mortgage Insurance Policy;
Claims..................60
Section 3.06 Rights of the Depositor, the Securities Administrator
and the Trustee in
Respect of the Master
Servicer............................................61
Section 3.07 Trustee to Act as Master
Servicer.........................................61
Section 3.08 Servicer Custodial Accounts and Escrow
Accounts...........................62
Section 3.09 Collection of Mortgage Loan Payments; Master Servicer
Custodial
Account, Certificate Account and Cap Carryover Reserve
Account............62
Section 3.10 Access to Certain Documentation and Information
Regarding the
Mortgage
Loans............................................................65
Section 3.11 Permitted Withdrawals from the Certificate Account and
the Master
Servicer Custodial
Account................................................66
Section 3.12 Maintenance of Hazard Insurance and Other
Insurance.......................67
Section 3.13 Presentment of Claims and Collection of
Proceeds..........................67
Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption
Agreements.................68
Section 3.15 Realization Upon Defaulted Mortgage Loans; REO
Property...................68
Section 3.16 Trustee to Cooperate; Release of Mortgage
Files...........................70
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Section 3.17 Documents, Records and Funds in Possession of the
Master Servicer
to be Held for the
Trustee................................................71
Section 3.18 Master Servicer
Compensation..............................................71
Section 3.19
Advances..................................................................72
Section 3.20 Annual Statement as to
Compliance.........................................72
Section 3.21 Assessments of Compliance and Attestation
Reports.........................73
Section 3.22 Reports to the
Commission.................................................75
ARTICLE IV MASTER SERVICER'S
CERTIFICATE........................................................82
Section 4.01 Master Servicer's
Certificate.............................................82
ARTICLE V PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;REMIC
ADMINISTRATION....................82
Section 5.01
Distributions.............................................................82
Section 5.02 Priorities of Distributions on the
Certificates...........................83
Section 5.03 Allocation of
Losses......................................................95
Section 5.04 Statements to
Certificateholders..........................................96
Section 5.05 Tax Returns and Reports to
Certificateholders............................100
Section 5.06 Tax Matters
Person.......................................................100
Section 5.07 Rights of the Tax Matters Person in Respect of the
Securities
Administrator............................................................101
Section 5.08 REMIC Related
Covenants..................................................101
Section 5.09 Determination of One-Month
LIBOR.........................................102
Section 5.10 Master Servicer, Securities Administrator and Trustee
Indemnification....103
Section 5.11 Supplemental Interest
Trust..............................................104
Section 5.12 Tax Treatment of Swap Payments and Swap Termination
Payments.............105
ARTICLE VI THE
CERTIFICATES....................................................................106
Section 6.01 The
Certificates.........................................................106
Section 6.02 Registration of Transfer and Exchange of
Certificates....................107
Section 6.03 Mutilated, Destroyed, Lost or Stolen
Certificates........................111
Section 6.04 Persons Deemed
Owners....................................................112
ARTICLE VII THE DEPOSITOR AND THE MASTER
SERVICER..............................................112
Section 7.01 Respective Liabilities of the Depositor and the Master
Servicer..........112
Section 7.02 Merger or Consolidation of the Depositor or the Master
Servicer..........112
Section 7.03 Limitation on Liability of the Depositor, the Master
Servicer and Others.113
Section 7.04 Depositor and Master Servicer Not to
Resign..............................114
ARTICLE VIII
DEFAULT...........................................................................114
Section 8.01 Events of
Default........................................................114
Section 8.02 Remedies of
Trustee......................................................116
</TABLE>
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Section 8.03 Directions by Certificateholders and Duties of Trustee
During Event of
Default..................................................................116
Section 8.04 Action upon Certain Failures of the Master Servicer
and upon Event of
Default..................................................................117
Section 8.05 Trustee to Act; Appointment of
Successor.................................117
Section 8.06 Notification to
Certificateholders.......................................118
ARTICLE IX THE TRUSTEE AND THE SECURITIES
ADMINISTRATOR........................................118
Section 9.01 Duties of Trustee and Securities
Administrator...........................118
Section 9.02 Certain Matters Affecting the Trustee and the
Securities Administrator...122
Section 9.03 Neither Trustee nor Securities Administrator Liable
for Certificates or
Mortgage
Loans...........................................................123
Section 9.04 Trustee and Securities Administrator May Own
Certificates................124
Section 9.05 Eligibility Requirements for Trustee and the
Securities Administrator....124
Section 9.06 Resignation and Removal of Trustee and the Securities
Administrator......125
Section 9.07 Successor Trustee or Securities
Administrator............................126
Section 9.08 Merger or Consolidation of Trustee or Securities
Administrator...........127
Section 9.09 Appointment of Co-Trustee or Separate
Trustee............................127
Section 9.10 Authenticating
Agents....................................................128
Section 9.11 Securities Administrator's Fees and Expenses and
Trustee's Fees and
Expenses.................................................................129
Section 9.12 Appointment of
Custodian.................................................130
Section 9.13 Paying
Agents............................................................130
Section 9.14 Limitation of
Liability..................................................131
Section 9.15 Trustee or Securities Administrator May Enforce Claims
Without
Possession of
Certificates...............................................132
Section 9.16 Suits for
Enforcement....................................................132
Section 9.17 Waiver of Bond
Requirement...............................................132
Section 9.18 Waiver of Inventory, Accounting and Appraisal
Requirement................132
ARTICLE X
TERMINATION..........................................................................132
Section 10.01 Termination upon Purchase or Liquidation of All
Mortgage Loans...........132
Section 10.02 Additional Termination
Requirements......................................134
ARTICLE XI MISCELLANEOUS
PROVISIONS............................................................135
Section 11.01
Amendment................................................................135
Section 11.02 Recordation of Agreement;
Counterparts...................................137
Section 11.03 Limitation on Rights of
Certificateholders...............................137
Section 11.04 Governing
Law............................................................138
Section 11.05
Notices..................................................................138
Section 11.06 Severability of
Provisions...............................................139
Section 11.07 Certificates Nonassessable and Fully
Paid................................139
Section 11.08 Access to List of
Certificateholders.....................................139
Section 11.09
Recharacterization.......................................................140
</TABLE>
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Section 11.10 Regulation AB Compliance; Intent of the Parties;
Reasonableness...........................140
Section 11.11 Third Party
Beneficiary...................................................................140
</TABLE>
<PAGE>
EXHIBITS
Exhibit A-AR Form of Face of Class A-R Certificate
Exhibit A-A1 Form of Face of Class A-1 Certificate
Exhibit A-A2 Form of Face of Class A-2 Certificate
Exhibit A-A3 Form of Face of Class A-3 Certificate
Exhibit A-A4 Form of Face of Class A-4 Certificate
Exhibit A-A5 Form of Face of Class A-5 Certificate
Exhibit A-A6 Form of Face of Class A-6 Certificate
Exhibit A-A7 Form of Face of Class A-7 Certificate
Exhibit A-A8 Form of Face of Class A-8 Certificate
Exhibit A-A9 Form of Face of Class A-9 Certificate
Exhibit A-A10 Form of Face of Class A-10 Certificate
Exhibit A-A11 Form of Face of Class A-11 Certificate
Exhibit B-M1 Form of Face of Class M-1 Certificate
Exhibit B-M2 Form of Face of Class M-2 Certificate
Exhibit B-M3 Form of Face of Class M-3 Certificate
Exhibit B-M4 Form of Face of Class M-4 Certificate
Exhibit B-M5 Form of Face of Class M-5 Certificate
Exhibit B-M6 Form of Face of Class M-6 Certificate
Exhibit B-B-1 Form of Face of Class B-1 Certificate
Exhibit B-CE Form of Face of Class CE Certificate
Exhibit B-P Form of Face of Class P Certificate
Exhibit C Form of Reverse of all Certificates
Exhibit D Mortgage Loan Schedule
Exhibit E Request for Release of Documents
Exhibit F Form of Certification of Establishment of Account
Exhibit G-1 Form of Transferor's Certificate
Exhibit G-2 Form of Transferee's Certificate
Exhibit H Form of Transferee Representation Letter for ERISA
Restricted Certificates
Exhibit I Form of Affidavit Regarding Transfer of Residual
Certificate
Exhibit J List of Recordation States
Exhibit K Form of Initial Certification
Exhibit L Form of Final Certification
Exhibit M Form of Sarbanes-Oxley Certification
Exhibit N Relevant Servicing Criteria
Exhibit O Additional Form 10-D Disclosure
Exhibit P Additional Form 10-K Disclosure
Exhibit Q Form 8-K Disclosure Information
Exhibit R Form of Back-up Certification
Exhibit S Form of Additional Disclosure Notification
Exhibit T Interest Rate Swap Agreement
Exhibit U Form of Transferor Certificate for Residual
Certificate
-v-
<PAGE>
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated November 29, 2006, is
hereby
executed by and among BANC OF AMERICA FUNDING CORPORATION, as
depositor
(together with its permitted successors and assigns, the
"Depositor"), WELLS
FARGO BANK, N.A., as master servicer (together with its permitted
successors and
assigns, in such capacity, the "Master Servicer") and as
securities
administrator (together with its permitted successors and assigns,
in such
capacity, the "Securities Administrator"), and U.S. BANK NATIONAL
ASSOCIATION,
as trustee (together with its permitted successors and assigns, the
"Trustee").
W I T N E S S E T H T H A T:
- - - - - - - - - - - - - -
In consideration of the mutual agreements herein contained, the
Depositor,
the Master Servicer, the Securities Administrator and the Trustee
agree as
follows:
PRELIMINARY STATEMENT
The Depositor intends to sell pass-through certificates
(collectively, the
"Certificates"), to be issued hereunder in multiple Classes, which
in the
aggregate, together with the Uncertificated Class Swap-IO Interest
issued by the
Upper-Tier REMIC, will evidence the entire beneficial ownership
interest in the
Trust Estate created hereunder. The Certificates will consist of
twenty-one
Classes of Certificates, designated as (i) the Class A-1, Class
A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9,
Class A-10 and
Class A-11 Certificates, (ii) Class M-1, Class M-2, Class M-3,
Class M-4, Class
M-5, Class M-6 and Class B-1 Certificates, (iii) the Class CE
Certificates, (iv)
the Class P Certificates and (v) the Class A-R Certificate. The
descriptions of
the Lower-Tier REMIC, the Middle-Tier REMIC and the Upper-Tier
REMIC that follow
are part of the Preliminary Statement. Any inconsistencies or
ambiguities in
this Agreement or in the administration of this Agreement shall be
resolved
pursuant to the terms of Section 11.01 hereof in a manner that
preserves the
validity of such REMIC elections described below.
<PAGE>
Lower-Tier REMIC
As provided herein, the Securities Administrator will make an
election to
treat the segregated pool of assets consisting of the Mortgage
Loans and certain
other related assets subject to this Agreement (but exclusive of
the
Supplemental Interest Trust, the Interest Rate Swap Agreement, the
Swap Account
and the Cap Carryover Reserve Account) as a real estate mortgage
investment
conduit ("REMIC") for federal income tax purposes, and such
segregated pool of
assets will be designated as the "Lower-Tier REMIC." The LR
Interest will
represent the sole class of "residual interests" in the Lower-Tier
REMIC for
purposes of the REMIC Provisions. The following table irrevocably
sets forth the
designation, the Uncertificated Lower-Tier REMIC Pass-Through Rate,
the initial
Uncertificated Balance, and solely for purposes of satisfying
Treasury
Regulations Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for
each of the Uncertificated Lower-Tier Regular Interests. None of
the
Uncertificated Lower-Tier Interests will be certificated.
--------------------------------------------------------------------------------
Uncertificated Lower-
Initial Uncertificated Tier REMIC Pass- Latest Possible
Designation Balance Through Rate Maturity Date(1)
-------------------------------------------------------------------------------
LRI-I $276,037,873.83 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-1-A $266,920.27 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-1-B $266,920.27 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-2-A $291,671.59 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-2-B $291,671.59 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-3-A $315,448.61 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-3-B $315,448.61 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-4-A $338,096.81 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-4-B $338,096.81 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-5-A $359,476.03 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-5-B $359,476.03 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-6-A $379,452.06 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-6-B $379,452.06 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-7-A $397,770.78 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-7-B $397,770.78 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-8-A $414,379.02 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-8-B $414,379.02 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-9-A $429,168.35 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-9-B $429,168.35 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-10-A $435,477.38 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-10-B $435,477.38 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-11-A $418,553.28 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-11-B $418,553.28 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-12-A $402,285.66 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-12-B $402,285.66 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-13-A $386,649.13 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-13-B $386,649.13 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-14-A $371,619.20 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
Uncertificated Lower-
Initial Uncertificated Tier REMIC Pass- Latest Possible
Designation Balance Through Rate Maturity Date(1)
-------------------------------------------------------------------------------
LRI-14-B $371,619.20 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-15-A $357,172.40 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-15-B $357,172.40 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-16-A $343,286.14 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-16-B $343,286.14 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-17-A $2,845,141.39 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-17-B $2,845,141.39 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-18-A $3,677,303.96 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-18-B $3,677,303.96 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-19-A $3,534,302.49 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-19-B $3,534,302.49 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-20-A $3,396,850.93 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-20-B $3,396,850.93 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-21-A $3,264,734.25 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-21-B $3,264,734.25 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-22-A $3,137,745.73 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-22-B $3,137,745.73 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-23-A $2,882,494.58 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
LRI-23-B $2,882,494.58 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury
regulations, the Distribution Date immediately following the
maturity date
for the Mortgage Loan with the latest maturity date has been
designated as
the "latest possible maturity date" for each Uncertificated
Lower-Tier
Interest.
(2) Calculated in accordance with the definition of "Uncertificated
Lower-Tier
REMIC Pass-Through Rate" herein.
-2-
<PAGE>
Middle-Tier REMIC
As provided herein, the Securities Administrator will make an
election to
treat the segregated pool of assets consisting of the
Uncertificated Lower-Tier
Regular Interests as a REMIC for federal income tax purposes, and
such
segregated pool of assets will be designated as the "Middle-Tier
REMIC." The MR
Interest will represent the sole class of "residual interests" in
the
Middle-Tier REMIC for purposes of the REMIC Provisions. The
following table
irrevocably sets forth the designation, the Uncertificated
Middle-Tier REMIC
Pass-Through Rate, the initial Uncertificated Balance, and solely
for purposes
of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the
"latest
possible maturity date" for each of the Middle-Tier Regular
Interests. None of
the Uncertificated Middle-Tier Regular Interests will be
certificated.
--------------------------------------------------------------------------------
Uncertified Middle-
Initial Uncertificated Tier REMIC Pass- Latest Possible
Designations Balance Through Rate Maturity Date(1)
--------------------------------------------------------------------------------
MRI-AA $326,663,178.52 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-A1 $120,000.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-AR $1.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-A2 $1,271,580.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-A3 $450,000.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-A4 $265,160.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-A5 $14,980.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-A6 $269,860.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-A7 $15,260.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-A8 $140,230.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-A9 $492,900.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-A10 $100,000.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-A11 $5,000.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-M1 $76,670.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-M2 $18,330.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-M3 $16,670.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-M4 $16,670.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-M5 $16,670.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-M6 $16,670.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-B1 $15,000.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-ZZ $3,344,944.48 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-P $100.00 Variable(2) October 25, 2036
--------------------------------------------------------------------------------
MRI-IO (3) Variable(2) October 25, 2036
--------------------------------------------------------------------------------
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury
regulations, the Distribution Date immediately following the
maturity date
for the Mortgage Loan with the latest maturity date has been
designated as
the "latest possible maturity date" for each Uncertificated
Middle-Tier
Regular Interest.
(2) Calculated in accordance with the definition of "Uncertificated
Middle-
Tier REMIC Pass-Through Rate" herein.
(3) The Class MRI-IO Interest will have an Uncertificated Balance
calculated
in accordance with the definition of "Uncertificated Balance"
herein.
-3-
<PAGE>
The foregoing Lower-Tier REMIC and Middle-Tier REMIC structure is
intended
to cause all the cash from the Mortgage Loans to flow through the
Upper-Tier
REMIC as cash flow on an Upper-Tier Regular Interest, without
creating any
shortfall, actual or potential (other than for losses), to any
Upper-Tier
Regular Interest. To the extent that the structure is believed to
diverge from
such intention, the party identifying such ambiguity or drafting
error shall
notify the other parties hereto, and the parties hereto shall
attempt to resolve
such ambiguity or drafting error in accordance with Section 11.01
hereto.
Upper-Tier REMIC
As provided herein, the Securities Administrator will make an
election to
treat the segregated pool of assets consisting of the
Uncertificated Middle-Tier
Regular Interests as a REMIC for federal income tax purposes, and
such
segregated pool of assets will be designated as the "Upper-Tier
REMIC." The UR
Interest will represent the sole class of "residual interests" in
the Upper-Tier
REMIC for purposes of the REMIC Provisions.
The following table irrevocably sets forth (or describes) the
Upper-Tier
Regular Interest designation, the initial Uncertificated Balance
and the
Uncertificated Upper-Tier REMIC Pass-Through Rate for each
Upper-Tier Regular
Interest comprising the "regular interests" in the Upper-Tier REMIC
for purposes
of the REMIC Provisions and, solely for purposes of satisfying
Treasury
Regulations Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for
each Upper-Tier Regular Interest.
-------------------------------------------------------------------------------
Uncertificated Upper-
Initial Uncertificated Tier REMIC Pass- Latest Possible
Designation Balance Through Rate Maturity Date(1)
-------------------------------------------------------------------------------
A-1 $12,000,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
A-2 $127,158,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
A-3 $45,000,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
A-4 $26,516,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
A-5 $1,498,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
A-6 $26,986,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
A-7 $1,526,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
A-8 $14,023,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
A-9 $49,290,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
A-10 $10,000,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
A-11 $500,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
M-1 $7,667,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
M-2 $1,833,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
M-3 $1,667,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
M-4 $1,667,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
M-5 $1,667,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
M-6 $1,667,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
B-1 $1,500,000.00 Variable(2) October 25, 2036
-------------------------------------------------------------------------------
CE (3) (3) October 25, 2036
-------------------------------------------------------------------------------
-4-
<PAGE>
-------------------------------------------------------------------------------
Uncertificated Upper-
Initial Uncertificated Tier REMIC Pass- Latest Possible
Designation Balance Through Rate Maturity Date(1)
-------------------------------------------------------------------------------
P $100.00 (4) October 25, 2036
-------------------------------------------------------------------------------
Swap-IO (5) (5) October 25, 2036
-------------------------------------------------------------------------------
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury
regulations, the Distribution Date immediately following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for each
Upper-Tier
Regular Interest.
(2) Interest will accrue on these Upper-Tier Regular Interests at a
per annum
rate equal to the lesser of (i) the related Pass-Through Rate and
(ii) the
Pool Cap.
(3) Solely for federal income tax purposes, the Class CE Upper-Tier
Regular
Interest will have an initial Uncertificated Balance equal to the
Initial
Overcollateralization Amount. The Class CE Upper-Tier Regular
Interest
will bear interest at its Pass-Through Rate on its Notional
Amount.
(4) The Class P Upper-Tier Regular Interest will not bear
interest.
(5) For federal income tax purposes, the Class Swap IO Upper-Tier
Regular
Interest will not have an Uncertificated Balance but will be
entitled to
100% of the amounts distributed on the Class MRI-IO Middle-Tier
Regular
Interest.
-5-
<PAGE>
SUMMARY OF CERTIFICATES
The following table sets forth characteristics of the
Certificates,
together with the minimum denominations and integral multiples in
excess thereof
in which the Classes of Certificates shall be issuable:
Integral
Multiples in
Initial Class Certificate Minimum Excess of
Classes Certificate Balance Interest Rate Denomination Minimum
Class A-R $100 6.0000%(1) $100 N/A
Class A-1 $12,000,000 (2) $1,000 $1
Class A-2 $127,158,000 5.7908%(1) $1,000 $1
Class A-3 $45,000,000 (3) $1,000 $1
Class A-4 $26,516,000 5.8341%(4) $1,000 $1
Class A-5 $1,498,000 5.8341%(4) $1,000 $1
Class A-6 $26,986,000 6.0492%(4) $1,000 $1
Class A-7 $1,526,000 6.0492%(4) $1,000 $1
Class A-8 $14,023,000 6.0985%(4) $1,000 $1
Class A-9 $49,290,000 5.7626%(4) $1,000 $1
Class A-10 $10,000,000 5.7527%(4) $1,000 $1
Class A-11 $500,000 5.9014%(4) $1,000 $1
Class M-1 $7,667,000 5.9800%(4) $25,000 $1
Class M-2 $1,833,000 6.1800%(4) $25,000 $1
Class M-3 $1,667,000 6.2300%(4) $25,000 $1
Class M-4 $1,667,000 6.5300%(4) $25,000 $1
Class M-5 $1,667,000 6.7300%(4) $25,000 $1
Class M-6 $1,667,000 6.7300%(4) $25,000 $1
Class B-1 $1,500,000 6.7300%(4) $25,000 $1
Class CE (5) (5) N/A N/A
Class P $100 (6) $10 $1
(1) The Certificate Interest Rate for these Certificates will be a
per annum
rate equal to the lesser of (i) the fixed interest rate specified
in this
table (the "Pass-Through Rate") and (ii) the Pool Cap.
(2) The Certificate Interest Rate for these Certificates will be a
per annum
rate equal to the lesser of (i) the sum of One-Month LIBOR plus a
margin
equal to 0.06% (the "Pass-Through Rate") and (ii) the Pool Cap.
(3) The Certificate Interest Rate for these Certificates will be a
per annum
rate equal to the lesser of (i) the sum of One-Month LIBOR plus a
margin
equal to 0.13% (the "Pass-Through Rate") and (ii) the Pool Cap.
(4) The Certificate Interest Rate for these Certificates will be a
per annum
rate equal to the lesser of (i) the fixed interest rate specified
in this
table (the "Pass-Through Rate") and (ii) the Pool Cap. The
Pass-Through
Rate for these Certificates will increase by 0.50% per annum
following the
Optional Termination Date.
(5) Solely for REMIC purposes, the Class CE Certificates will (i)
have an
initial Class Certificate Balance equal to the Initial
Overcollateralization Amount and (ii) be entitled to 100% of the
amount
distributed on the Class CE Upper-Tier Regular Interest.
(6) The Class P Certificates will not bear interest.
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ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
--------------
Whenever used in this Agreement, the following words and phrases,
unless
the context otherwise requires, shall have the meanings specified
in this
Article:
10-K Filing Deadline: As defined in Section 3.22(c).
1933 Act: The Securities Act of 1933, as amended.
60+ Day Delinquent Loan: For each Distribution Date, each Mortgage
Loan
(including each Mortgage Loan in foreclosure and each Mortgage Loan
for which
the Mortgagor has filed for bankruptcy after the Closing Date) with
respect to
which any portion of a Monthly Payment is, as of the Due Date in
the prior
calendar month, two months or more past due and each Mortgage Loan
relating to
an REO Property.
Accrued Certificate Interest: For any Distribution Date and each
Class of
Certificates, one month's interest accrued during the related
Interest Accrual
Period at the applicable Certificate Interest Rate on the
applicable Class
Certificate Balance minus such Class' Interest Percentage of Relief
Act
Reductions related to any Mortgage Loan for such Distribution
Date.
Additional Disclosure Notification: The form of notification to be
included
with any Additional Form 10-D Disclosure, Additional Form 10-K
Disclosure or
Form 8-K Disclosure Information which is attached hereto as Exhibit
S.
Additional Form 10-D Disclosure: As defined in Section 3.22(b).
Additional Form 10-K Disclosure: As defined in Section 3.22(c).
Additional Servicer: A Subcontractor engaged by the Master Servicer
or the
Securities Administrator that is a "servicer" within the meaning of
Item 1101 of
Regulation AB and meets any of the criteria in Item 1108(a)(2)(i)
through (iii)
of Regulation AB.
Administrative Fee Rate: With respect to each Mortgage Loan, an
amount
equal to the sum of the related Servicing Fee Rate and the related
LPMI Premium
Rate, if any.
Administrative Fees: The sum of (a) the related Servicing Fee and
(b) with
respect to any Mortgage Loan covered by a LPMI Policy, a fee based
on the LPMI
Premium Rate.
Advance: A Periodic Advance or a Servicing Advance.
Agreement: This Pooling and Servicing Agreement together with
all
amendments hereof and supplements hereto.
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<PAGE>
Applied Realized Loss Amount: Any of a Senior Applied Realized Loss
Amount
or a Subordinated Applied Realized Loss Amount.
Appraised Value: With respect to any Mortgaged Property, either (i)
the
lesser of (a) the appraised value determined in an appraisal
obtained by the
originator generally no more than four months prior to origination
(or, with
respect to newly constructed properties, no more than twelve months
prior to
origination) of such Mortgage Loan or, in certain cases, an
automated valuation
model (if applicable) or tax assessed value and (b) the sales price
for such
property, except that, in the case of Mortgage Loans the proceeds
of which were
used to refinance an existing mortgage loan, the Appraised Value of
the related
Mortgaged Property is the appraised value thereof determined in an
appraisal
obtained at the time of refinancing or, in certain cases, an
automated valuation
model (if applicable) or tax assessed value, or (ii) the appraised
value
determined in an appraisal made at the request of a Mortgagor
subsequent to
origination in order to eliminate the Mortgagor's obligation to
keep a Primary
Mortgage Insurance Policy in force.
Assessment of Compliance: As defined in Section 3.21(a).
Assignment of Mortgage: An individual assignment of the Mortgage,
notice of
transfer or equivalent instrument in recordable form, sufficient
under the laws
of the jurisdiction wherein the related Mortgaged Property is
located to give
record notice of the sale of the Mortgage.
Attestation Report: As defined in Section 3.21(b).
Authenticating Agents: As defined in Section 9.10.
Back-up Certification: As defined in Section 3.22(e).
BAFC: Banc of America Funding Corporation.
BAMCC: Banc of America Mortgage Capital Corporation.
BANA: Bank of America, National Association, a national banking
association, or its successor in interest.
BANA Servicing Agreement: The Servicing Agreement, dated November
29, 2006,
by and between BAFC, as depositor, and BANA, as servicer.
BBA: As defined in Section 5.09.
Book-Entry Certificate: All Classes of Certificates other than the
Physical
Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day
on which banking institutions in the State of North Carolina, the
State of New
York, the states in which the servicing offices of any Servicer are
located, the
state or states in which the master servicing offices of the Master
Servicer are
located or the state or states in which the Corporate Trust Offices
of the
Trustee and the Securities Administrator are located are required
or authorized
by law or executive order to be closed.
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<PAGE>
Cap Carryover Amount: If on any Distribution Date, the Accrued
Certificate
Interest for any Offered Certificate or Class B Certificate is
based on the Pool
Cap, the excess of (i) the amount of interest such Class would have
been
entitled to receive on such Distribution Date based on its
Pass-Through Rate
over (ii) the amount of interest such Class received on such
Distribution Date
based on the Pool Cap, together with the unpaid portion of any such
excess from
prior Distribution Dates (and interest accrued thereon at the
then-applicable
Pass-Through Rate on such Class).
Cap Carryover Reserve Account: The Eligible Account created and
maintained
by the Securities Administrator pursuant to Section 3.09(i) in the
name of the
Securities Administrator, on behalf of the Trustee, for the benefit
of the
Holders of the Offered Certificates and Class B Certificates and
designated
"Wells Fargo Bank, N.A., as Securities Administrator for U.S. Bank
National
Association, as Trustee, in trust for registered holders of Banc of
America
Funding Corporation Mortgage Pass-Through Certificates, Series
2006-8T2." Funds
in the Cap Carryover Reserve Account shall be held in trust for the
Holders of
the Offered Certificates and Class B Certificates for the uses and
purposes set
forth in this Agreement. Funds in the Cap Carryover Reserve Account
shall be
held uninvested. The Cap Carryover Reserve Account shall not be an
asset of any
REMIC formed under this Agreement.
Certificate: Any of the Banc of America Funding Corporation
Mortgage
Pass-Through Certificates, Series 2006-8T2 that are issued pursuant
to this
Agreement.
Certificate Account: The Eligible Account created and maintained by
the
Securities Administrator pursuant to Section 3.09(b) in the name of
the
Securities Administrator, on behalf of the Trustee, for the benefit
of the
Certificateholders and designated "Wells Fargo Bank, N.A., as
Securities
Administrator for U.S. Bank National Association, as Trustee, in
trust for
registered holders of Banc of America Funding Corporation Mortgage
Pass-Through
Certificates, Series 2006-8T2." The Certificate Account shall be
deemed to
consist of three sub-accounts; one for each of the Lower-Tier
Certificate
Sub-Account, the Middle-Tier Certificate Sub-Account and the
Upper-Tier
Certificate Sub-Account. Funds in the Certificate Account shall be
held in trust
for the Holders of the Certificates for the uses and purposes set
forth in this
Agreement.
Certificate Balance: With respect to any Certificate at any date
(other
than a Class CE Certificate), the maximum dollar amount of
principal to which
the Holder thereof is then entitled hereunder, such amount being
equal to the
product of the Percentage Interest of such Certificate and the
Class Certificate
Balance of the Class of Certificates of which such Certificate is a
part.
Certificate Custodian: Initially, Wells Fargo Bank, N.A.;
thereafter any
other Certificate Custodian acceptable to the Depository and
selected by the
Securities Administrator.
Certificate Interest Rate: With respect to each Class of
Certificates, the
per annum rate set forth or calculated in the table under the
caption "Summary
of Certificates" in the Preliminary Statement.
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<PAGE>
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who
is the beneficial owner of a Book-Entry Certificate. With respect
to any
Definitive Certificate, the Certificateholder of such
Certificate.
Certificate Register: The register maintained pursuant to Section
6.02.
Certificate Registrar: The registrar appointed pursuant to Section
6.02.
Certificateholder: The Person in whose name a Certificate is
registered in
the Certificate Register, except that, solely for the purpose of
giving any
consent pursuant to this Agreement, any Certificate registered in
the name of
the Depositor, the Master Servicer or any affiliate thereof shall
be deemed not
to be outstanding and the Percentage Interest and Voting Rights
evidenced
thereby shall not be taken into account in determining whether the
requisite
amount of Percentage Interests or Voting Rights, as the case may
be, necessary
to effect any such consent has been obtained, unless such entity is
the
registered owner of the entire Class of Certificates, provided that
neither the
Securities Administrator nor the Trustee shall be responsible for
knowing that
any Certificate is registered in the name of an affiliate of the
Depositor or
the Master Servicer unless one of its Responsible Officers has
actual knowledge
thereof.
Certification Parties: As defined in Section 3.22(e).
Certifying Person: As defined in Section 3.22(e).
Class: As to the Certificates, the Class A-R, Class A-1, Class A-2,
Class
A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class
A-9, Class
A-10, Class A-11, Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class
M-6, Class B-1, Class CE and Class P Certificates, as the case may
be. The Class
Swap-IO Interest shall also be considered a class of REMIC regular
interests.
Class A-R Certificate: The Class A-R Certificate, which represents
the
ownership of the UR Interest, the MR Interest and the LR
Interest.
Class B Certificates: The Class B-1 Certificates, which represent
(i) the
Corresponding Upper-Tier Regular Interest for purposes of the REMIC
Provisions,
(ii) the right to receive the related Cap Carryover Amounts and
(iii) the
obligation to pay the Class IO Distribution Amount.
Class CE Certificates: The Class CE Certificates, which represent
(i) the
corresponding Upper-Tier Regular Interest for purposes of the REMIC
Provisions,
(ii) the obligation to pay Cap Carryover Amounts, Swap Termination
Payments and
the Class IO Distribution Amount and (iii) the right to receive the
Class IO
Distribution Amount and amounts from the Cap Carryover Reserve
Account and the
Swap Account.
Class CE Distributable Amount: With respect to any Distribution
Date, the
sum of (i) the interest accrued on the Class CE Upper-Tier Regular
Interests at
their Pass-Through Rate calculated on their Notional Amount less
the amount
(without duplication) of Cap Carryover Amounts paid pursuant to
Section
5.02(c)(i)(Y) and any Defaulted Swap Termination Payments paid
pursuant to
Section 5.02(d), (ii) up to any remaining Overcollateralization
Release Amounts
and (iii) the amounts
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<PAGE>
remaining in (A) the Cap Carryover Reserve Account after the
distributions in
Section 3.09(i) and (B) the Supplemental Interest Trust in respect
of the Swap
Account after distributions in Section 5.02(d)(i) through (ix).
Class Certificate Balance: With respect to any Class of
Certificates (other
than the Class CE Certificates) and any date of determination, and
subject to
Section 5.03(b), the Initial Class Certificate Balance of such
Class (a) reduced
by the sum of (i) all amounts actually distributed in respect of
principal of
such Class on all prior Distribution Dates and (ii) Applied
Realized Loss
Amounts allocated thereto for previous Distribution Dates and (b)
increased by
any Recoveries allocated to such Class for previous Distribution
Dates.
With respect to the Class CE Certificates and any date of
determination,
and solely for federal income tax purposes, the excess, if any, of
the then
aggregate Uncertificated Balances of the Uncertificated Middle-Tier
Interests
over the aggregate Class Certificate Balance of the Certificates
then
outstanding.
Class IO Distribution Amount: As defined in Section 5.11(e) hereof.
For the
purposes of clarity, the Class IO Distribution Amount for any
Distribution Date
shall equal the amount payable to the Supplemental Interest Trust
on such
Distribution Date in excess of the amount payable on the Class
Swap-IO Interest
on such Distribution Date, all as further provided in Section
5.11(e) hereof.
Class P Certificates: The Class P Certificates, which represent
the
corresponding Upper-Tier Regular Interest for purposes of the REMIC
Provisions
and are entitled to distributions in respect of their Class
Certificate Balance
and certain Prepayment Charges as set forth herein.
Class B-1 Principal Distribution Amount: As of any Distribution
Date, the
excess of (x) the sum of (i) the aggregate Class Certificate
Balance of the
Senior Certificates (after taking into account the payment of the
Senior
Principal Distribution Amount on such Distribution Date), (ii) the
Class
Certificate Balance of the Class M-1 Certificates (after taking
into account the
payment of the Class M-1 Principal Distribution Amount on such
Distribution
Date), (iii) the Class Certificate Balance of the Class M-2
Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution Amount
on such Distribution Date), (iv) the Class Certificate Balance of
the Class M-3
Certificates (after taking into account the payment of the Class
M-3 Principal
Distribution Amount on such Distribution Date), (v) the Class
Certificate
Balance of the Class M-4 Certificates (after taking into account
the payment of
the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the
Class Certificate Balance of the Class M-5 Certificates (after
taking into
account the payment of the Class M-5 Principal Distribution Amount
on such
Distribution Date), (vii) the Class Certificate Balance of the
Class M-6
Certificates (after taking into account the payment of the Class
M-6 Principal
Distribution Amount on such Distribution Date) and (viii) the Class
Certificate
Balance of the Class B-1 Certificates immediately prior to such
Distribution
Date over (y) the lesser of (a) the product of (i) 99.30% and (ii)
the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related
Collection Period and (b) the amount by which the aggregate Stated
Principal
Balance of the Mortgage Loans as of the last day of the related
Collection
Period exceeds the product of (i) 0.35% and (ii) the aggregate
Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
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<PAGE>
Class M-1 Principal Distribution Amount: As of any Distribution
Date, the
excess of (x) the sum of (i) the aggregate Class Certificate
Balance of the
Senior Certificates (after taking into account the payment of the
Senior
Principal Distribution Amount on such Distribution Date) and (ii)
the Class
Certificate Balance of the Class M-1 Certificates immediately prior
to such
Distribution Date over (y) the lesser of (a) the product of (i)
93.30% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day
of the related Collection Period and (b) the amount by which the
aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related
Collection Period exceeds the product of (i) 0.35% and (ii) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
Class M-2 Principal Distribution Amount: As of any Distribution
Date, the
excess of (x) the sum of (i) the aggregate Class Certificate
Balance of the
Senior Certificates (after taking into account the payment of the
Senior
Principal Distribution Amount on such Distribution Date), (ii) the
Class
Certificate Balance of the Class M-1 Certificates (after taking
into account the
payment of the Class M-1 Principal Distribution Amount on such
Distribution
Date) and (iii) the Class Certificate Balance of the Class M-2
Certificates
immediately prior to such Distribution Date over (y) the lesser of
(a) the
product of (i) 94.40% and (ii) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Collection Period
and (b) the
amount by which the aggregate Stated Principal Balance of the
Mortgage Loans as
of the last day of the related Collection Period exceeds the
product of (i)
0.35% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as
of the Cut-off Date.
Class M-3 Principal Distribution Amount: As of any Distribution
Date, the
excess of (x) the sum of (i) the aggregate Class Certificate
Balance of the
Senior Certificates (after taking into account the payment of the
Senior
Principal Distribution Amount on such Distribution Date), (ii) the
Class
Certificate Balance of the Class M-1 Certificates (after taking
into account the
payment of the Class M-1 Principal Distribution Amount on such
Distribution
Date), (iii) the Class Certificate Balance of the Class M-2
Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution Amount
on such Distribution Date) and (iv) the Class Certificate Balance
of the Class
M-3 Certificates immediately prior to such Distribution Date over
(y) the lesser
of (a) the product of (i) 95.40% and (ii) the aggregate Stated
Principal Balance
of the Mortgage Loans as of the last day of the related Collection
Period and
(b) the amount by which the aggregate Stated Principal Balance of
the Mortgage
Loans as of the last day of the related Collection Period exceeds
the product of
(i) 0.35% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans
as of the Cut-off Date.
Class M-4 Principal Distribution Amount: As of any Distribution
Date, the
excess of (x) the sum of (i) the aggregate Class Certificate
Balance of the
Senior Certificates (after taking into account the payment of the
Senior
Principal Distribution Amount on such Distribution Date), (ii) the
Class
Certificate Balance of the Class M-1 Certificates (after taking
into account the
payment of the Class M-1 Principal Distribution Amount on such
Distribution
Date), (iii) the Class Certificate Balance of the Class M-2
Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution Amount
on such Distribution Date), (iv) the Class Certificate Balance of
the Class M-3
Certificates (after taking into account the payment of the Class
M-3 Principal
Distribution Amount on such Distribution Date) and (v) the Class
Certificate
Balance of the Class M-4 Certificates immediately prior to such
Distribution
Date over (y) the lesser of (a) the product of (i) 96.40% and (ii)
the aggregate
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<PAGE>
Stated Principal Balance of the Mortgage Loans as of the last day
of the related
Collection Period and (b) the amount by which the aggregate Stated
Principal
Balance of the Mortgage Loans as of the last day of the related
Collection
Period exceeds the product of (i) 0.35% and (ii) the aggregate
Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
Class M-5 Principal Distribution Amount: As of any Distribution
Date, the
excess of (x) the sum of (i) the aggregate Class Certificate
Balance of the
Senior Certificates (after taking into account the payment of the
Senior
Principal Distribution Amount on such Distribution Date), (ii) the
Class
Certificate Balance of the Class M-1 Certificates (after taking
into account the
payment of the Class M-1 Principal Distribution Amount on such
Distribution
Date), (iii) the Class Certificate Balance of the Class M-2
Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution Amount
on such Distribution Date), (iv) the Class Certificate Balance of
the Class M-3
Certificates (after taking into account the payment of the Class
M-3 Principal
Distribution Amount on such Distribution Date), (v) the Class
Certificate
Balance of the Class M-4 Certificates (after taking into account
the payment of
the Class M-4 Principal Distribution Amount on such Distribution
Date) and (vi)
the Class Certificate Balance of the Class M-5 Certificates
immediately prior to
such Distribution Date over (y) the lesser of (a) the product of
(i) 97.40% and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last
day of the related Collection Period and (b) the amount by which
the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related
Collection Period exceeds the product of (i) 0.35% and (ii) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
Class M-6 Principal Distribution Amount: As of any Distribution
Date, the
excess of (x) the sum of (i) the aggregate Class Certificate
Balance of the
Senior Certificates (after taking into account the payment of the
Senior
Principal Distribution Amount on such Distribution Date), (ii) the
Class
Certificate Balance of the Class M-1 Certificates (after taking
into account the
payment of the Class M-1 Principal Distribution Amount on such
Distribution
Date), (iii) the Class Certificate Balance of the Class M-2
Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution Amount
on such Distribution Date), (iv) the Class Certificate Balance of
the Class M-3
Certificates (after taking into account the payment of the Class
M-3 Principal
Distribution Amount on such Distribution Date), (v) the Class
Certificate
Balance of the Class M-4 Certificates (after taking into account
the payment of
the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the
Class Certificate Balance of the Class M-5 Certificates (after
taking into
account the payment of the Class M-5 Principal Distribution Amount
on such
Distribution Date) and (vii) the Class Certificate Balance of the
Class M-6
Certificates immediately prior to such Distribution Date over (y)
the lesser of
(a) the product of (i) 98.40% and (ii) the aggregate Stated
Principal Balance of
the Mortgage Loans as of the last day of the related Collection
Period and (b)
the amount by which the aggregate Stated Principal Balance of the
Mortgage Loans
as of the last day of the related Collection Period exceeds the
product of (i)
0.35% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as
of the Cut-off Date.
Class Swap-IO Interest: An uncertificated interest representing the
right
to distributions as set forth herein and evidencing an Upper-Tier
Regular
Interest for purposes of the REMIC Provisions.
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Closing Date: November 29, 2006.
Code: The Internal Revenue Code of 1986, as amended.
Collection Period: With respect to any Distribution Date, the
period from
the second day of the calendar month preceding the month in which
such
Distribution Date occurs through the first day of the month in
which such
Distribution Date occurs.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date and
Servicer,
an amount equal to the lesser of (a) the aggregate Servicing Fee
payable to such
Servicer for the Mortgage Loans serviced by such Servicer as of the
Due Date of
the month preceding the month of such Distribution Date and (b) the
aggregate of
the Prepayment Interest Shortfalls on the Mortgage Loans serviced
by such
Servicer resulting from Principal Prepayments on such Mortgage
Loans during the
related Prepayment Period; provided, however, Compensating Interest
payable for
any month by BANA will be limited to one-twelfth of 0.2500% of the
aggregate
Stated Principal Balance of the Mortgage Loans serviced by BANA,
calculated as
of the Due Date of the month preceding the month of such
Distribution Date.
Compliance Statement: As defined in Section 3.20.
Cooperative: A private, cooperative housing corporation which owns
or
leases land and all or part of a building or buildings, including
apartments,
spaces used for commercial purposes and common areas therein and
whose board of
directors authorizes, among other things, the sale of Cooperative
Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned
or leased by a Cooperative, which unit the Mortgagor has an
exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the
proprietary
lease or occupancy agreement with respect to the Cooperative
Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock,
which lease or
agreement confers an exclusive right to the holder of such
Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of
a
Cooperative Apartment, evidenced by a Mortgage Note and secured by
(i) a
Security Agreement, (ii) the related Cooperative Stock Certificate,
(iii) an
assignment or mortgage of the Cooperative Lease, (iv) financing
statements and
(v) a stock power (or other similar instrument), and ancillary
thereto, a
Recognition Agreement, each of which was transferred and assigned
to the Trust
pursuant to Section 2.01.
Cooperative Stock: With respect to a Cooperative Loan, the
single
outstanding class of stock, partnership interest or other ownership
instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan,
the
stock certificate or other instrument evidencing the related
Cooperative Stock.
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Corporate Trust Office: With respect to the Trustee, the office of
the
Trustee, which office at the date of the execution of this
instrument is located
at 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604,
Attention:
Corporate Trust Services, BAFC, Series 2006-8T2, or at such other
address as the
Trustee may designate from time to time by notice to the
Certificateholders, the
Depositor, the Securities Administrator and the Master Servicer.
With respect to
the Securities Administrator, the principal corporate trust office
of the
Securities Administrator at which at any particular time its
corporate trust
business with respect to this Agreement is conducted, which office
at the date
of the execution of this instrument is located at 9062 Old
Annapolis Road,
Columbia, Maryland 21045-1951, Attention: Corporate Trust Services
- BAFC
2006-8T2, and for certificate transfer purposes is located at Sixth
Street and
Marquette Avenue, Minneapolis, Minnesota 55479, Attention:
Corporate Trust
Services - BAFC 2006-8T2, or at such other address as the
Securities
Administrator may designate from time to time by notice to the
Certificateholders, the Depositor, the Trustee and the Master
Servicer.
Corresponding Class or Classes: The Class of interests in one REMIC
created
under this Agreement that corresponds to the Class of interests in
another REMIC
or to a Class of Certificates in the manner set out below:
-------------------------------------------------------------------------------
Uncertificated Middle- Upper-Tier Corresponding Class of
Tier Regular Interest Regular Interest Certificates
-------------------------------------------------------------------------------
MRI-AR N/A Class A-R Certificate
-------------------------------------------------------------------------------
MRI-A1 Class A-1 Class A-1 Certificates
-------------------------------------------------------------------------------
MRI-A2 Class A-2 Class A-2 Certificates
-------------------------------------------------------------------------------
MRI-A3 Class A-3 Class A-3 Certificates
-------------------------------------------------------------------------------
MRI-A4 Class A-4 Class A-4 Certificates
-------------------------------------------------------------------------------
MRI-A5 Class A-5 Class A-5 Certificates
-------------------------------------------------------------------------------
MRI-A6 Class A-6 Class A-6 Certificates
-------------------------------------------------------------------------------
MRI-A7 Class A-7 Class A-7 Certificates
-------------------------------------------------------------------------------
MRI-A8 Class A-8 Class A-8 Certificates
-------------------------------------------------------------------------------
MRI-A9 Class A-9 Class A-9 Certificates
-------------------------------------------------------------------------------
MRI-A10 Class A-10 Class A-10 Certificates
-------------------------------------------------------------------------------
MRI-A11 Class A-11 Class A-11 Certificates
-------------------------------------------------------------------------------
MRI-M1 Class M-1 Class M-1 Certificates
-------------------------------------------------------------------------------
MRI-M2 Class M-2 Class M-2 Certificates
-------------------------------------------------------------------------------
MRI-M3 Class M-3 Class M-3 Certificates
-------------------------------------------------------------------------------
MRI-M4 Class M-4 Class M-4 Certificates
-------------------------------------------------------------------------------
MRI-M5 Class M-5 Class M-5 Certificates
-------------------------------------------------------------------------------
MRI-M6 Class M-6 Class M-6 Certificates
-------------------------------------------------------------------------------
MRI-B1 Class B-1 Class B-1 Certificates
-------------------------------------------------------------------------------
MRI-P Class P Class P Certificates
-------------------------------------------------------------------------------
N/A Class CE Class CE Certificates
-------------------------------------------------------------------------------
MRI-IO Swap IO Interest N/A
-------------------------------------------------------------------------------
-15-
<PAGE>
Custodian: Initially, the Trustee and thereafter any custodian
appointed by
the Trustee pursuant to Section 9.12. A Custodian may (but need
not) be the
Trustee or any Person directly or indirectly controlling or
controlled by or
under common control of either of them. None of the Master
Servicer, any
Servicer or the Depositor, or any Person directly or indirectly
controlling or
controlled by or under common control with any such Person may be
appointed
Custodian.
Customary Servicing Procedures: With respect to (i) any
Servicer,
procedures (including collection procedures) that a Servicer
customarily employs
and exercises in servicing and administering mortgage loans for its
own account
and which are in accordance with accepted mortgage servicing
practices of
prudent lending institutions servicing mortgage loans of the same
type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties
are located and (ii) the Master Servicer, those master servicing
procedures that
constitute customary and usual standards of practice of prudent
mortgage loan
master servicers.
Cut-off Date: November 1, 2006.
Cut-off Date Principal Balance: The aggregate of the Stated
Principal
Balances of the Mortgage Loans in the Mortgage Pool as of the
Cut-off Date,
which is $333,329,873.83.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date,
the excess of (i) the Monthly Payment due on the related Due Date
under the
terms of such Mortgage Loan over (ii) the amount of the monthly
payment of
principal and/or interest required to be paid with respect to such
Due Date by
the Mortgagor as established by a court of competent jurisdiction
(pursuant to
an order which has become final and nonappealable) as a result of a
proceeding
initiated by or against the related Mortgagor under the Bankruptcy
Code, as
amended from time to time (11 U.S.C.); provided that no such excess
shall be
considered a Debt Service Reduction so long as (a) the Servicer of
such Mortgage
Loan is pursuing an appeal of the court order giving rise to any
such
modification and (b)(1) such Mortgage Loan is not in default with
respect to
payment due thereunder in accordance with the terms of such
Mortgage Loan as in
effect on the Cut-off Date or (2) Monthly Payments are being
advanced by the
applicable Servicer, the Master Servicer or the Trustee, as
applicable, in
accordance with the terms of such Mortgage Loan as in effect on the
Cut-off
Date.
Defaulted Swap Termination Payment: Any Swap Termination Payment
required
to be paid by the Supplemental Interest Trust to the Swap Provider
pursuant to
the Interest Rate Swap Agreement as a result of an Event of Default
(as defined
in the Interest Rate Swap Agreement) with respect to which the Swap
Provider is
the defaulting party or a Termination Event (including a Downgrade
Termination
Event) under the Interest Rate Swap Agreement (other than
Illegality or a Tax
Event that is not a Tax Event Upon Merger (each as defined in the
Interest Rate
Swap Agreement)) with respect to which the Swap Provider is the
sole Affected
Party (as defined in the Interest Rate Swap Agreement).
Defective Mortgage Loan: Any Mortgage Loan which is required to be
cured,
repurchased or substituted for pursuant to Sections 2.02 or
2.04.
Deficient Valuation: As to any Mortgage Loan and any Determination
Date,
the excess of (i) the then outstanding indebtedness under such
Mortgage Loan
over (ii) the secured valuation thereof established by a court of
competent
jurisdiction (pursuant to an order which has become final and
nonappealable) as
-16-
<PAGE>
a result of a proceeding initiated by or against the related
Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant
to which
such Mortgagor retained such Mortgaged Property; provided that no
such excess
shall be considered a Deficient Valuation so long as (a) the
applicable Servicer
is pursuing an appeal of the court order giving rise to any such
modification
and (b)(1) such Mortgage Loan is not in default with respect to
payments due
thereunder in accordance with the terms of such Mortgage Loan as in
effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the
applicable
Servicer, the Master Servicer or the Trustee, as applicable, in
accordance with
the terms of such Mortgage Loan as in effect on the Cut-off
Date.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Delinquent: Any Mortgage Loan with respect to which the Monthly
Payment due
on a Due Date is not made by the close of business on the next
scheduled Due
Date for such Mortgage Loan.
Depositor: Banc of America Funding Corporation, a Delaware
corporation, or
its successor in interest, as depositor of the Trust Estate.
Depository: The Depository Trust Company, the nominee of which is
Cede &
Co., as the registered Holder of the Book-Entry Certificates or any
successor
thereto appointed in accordance with this Agreement. The Depository
shall at all
times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform
Commercial Code of the State of New York.
Depository Participant: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination Date: With respect to any Distribution Date and for
each
Servicer, as defined in the applicable Servicing Agreement.
Distribution Date: The 25th day of each month beginning in December
2006
(or, if such day is not a Business Day, the next Business Day).
Due Date: As to any Distribution Date and each Mortgage Loan, the
first day
in the calendar month of such Distribution Date.
EDGAR: The Commission's Electronic Data Gathering and Retrieval
System.
Eligible Account: Any of (i) an account or accounts maintained with
a
federal or state chartered depository institution or trust company
the
short-term unsecured debt obligations of which (or, in the case of
a depository
institution or trust company that is the principal subsidiary of a
holding
company, the debt obligations of such holding company) have the
highest
short-term ratings of each Rating Agency at the time any amounts
are held on
deposit therein, or (ii) an account or accounts in a depository
institution or
trust company in which such accounts are insured by the FDIC (to
the limits
established by the FDIC) and the uninsured deposits in which
accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel
delivered to
the Trustee, the Securities Administrator and to each Rating
Agency, the
-17-
<PAGE>
Certificateholders have a claim with respect to the funds in such
account or a
perfected first priority security interest against any collateral
(which shall
be limited to Permitted Investments) securing such funds that is
superior to
claims of any other depositors or creditors of the depository
institution or
trust company in which such account is maintained, or (iii) a trust
account or
accounts maintained with the trust department of a federal or state
chartered
depository institution or trust company (including the Trustee, the
Master
Servicer and the Securities Administrator), acting in its fiduciary
capacity or
(iv) any other account acceptable to each Rating Agency. Eligible
Accounts may
bear interest and may include, if otherwise qualified under this
definition,
accounts maintained with the Trustee, the Master Servicer or the
Securities
Administrator.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: Any of the Class A-R, Class B-1,
Class CE
and Class P Certificates and any Certificate that no longer meets
the applicable
rating requirements of an Underwriter's Exemption.
Escrow Account: As defined in Section 3.08.
Escrow Payments: The amounts constituting taxes, assessments,
Primary
Mortgage Insurance Policy premiums, fire and hazard insurance
premiums and other
payments as may be required to be escrowed by the Mortgagor with
the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
Events of Default: As defined in Section 8.01.
Excess Proceeds: With respect to any Liquidated Mortgage Loan, the
amount,
if any, by which any Liquidation Proceeds of such Mortgage Loan
received in the
calendar month in which such Mortgage Loan became a Liquidated
Mortgage Loan,
net of any amounts previously reimbursed to the applicable Servicer
as
Nonrecoverable Advance(s) with respect to such Mortgage Loan
pursuant to Section
3.11(a)(iv), exceeds (i) the unpaid principal balance of such
Liquidated
Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became
a Liquidated Mortgage Loan plus (ii) accrued interest at the
Mortgage Interest
Rate from the Due Date as to which interest was last paid or for
which a
Periodic Advance was made (and not reimbursed) up to the Due Date
applicable to
the Distribution Date immediately following the calendar month
during which such
liquidation occurred.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Extra Principal Distribution Amount: As of any Distribution Date,
the
lesser of (x) the Monthly Excess Interest Amount for such
Distribution Date and
(y) the Overcollateralization Deficiency for such Distribution
Date.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
Final Distribution Date: The Distribution Date on which the
final
distribution in respect of some or all of the Certificates will be
made pursuant
to Section 10.01.
-18-
<PAGE>
Financial Market Service: Bloomberg LP, Intex Solutions, Inc. and
any other
financial information provider designated by the Depositor by
written notice to
the Securities Administrator.
FIRREA: The Financial Institutions Reform, Recovery and Enforcement
Act of
1989, as amended.
Fixed Payer Rate: The fixed rate payable for each Distribution Date
up to
and including the Distribution Date in October 2008, which is
5.0900%.
Form 8-K Disclosure Information: As defined in Section 3.22(d).
Holder: A Certificateholder.
Indenture: An indenture relating to the issuance of net interest
margin
notes secured entirely or in part by all or a portion of the Class
CE or Class P
Certificates, which may or may not be guaranteed by the NIMS
Insurer.
Independent: When used with respect to any specified Person means
such a
Person who (i) is in fact independent of the Depositor, the
Trustee, the
Securities Administrator, the Master Servicer and the Servicers,
(ii) does not
have any direct financial interest or any material indirect
financial interest
in the Depositor, the Trustee, the Securities Administrator, the
Master Servicer
or the Servicers or in an affiliate of any of them, and (iii) is
not connected
with the Depositor, the Trustee, the Securities Administrator, the
Master
Servicer or the Servicers as an officer, employee, promoter,
underwriter,
trustee, partner, director or person performing similar functions.
When used
with respect to any accountants, a Person who is "independent"
within the
meaning of Rule 2-01(B) of the Commission's Regulation S-X.
Initial Class Certificate Balance: As to each Class of Certificates
(other
than the Class CE Certificates), the Class Certificate Balance set
forth in the
Preliminary Statement.
Initial Overcollateralization Amount: $1,164,673.83.
Insurance Policy: With respect to any Mortgage Loan included in the
Trust
Estate, any Primary Mortgage Insurance Policy or any other
insurance policy
(including any policy covering any Mortgage Loan or Mortgaged
Property,
including without limitation, any hazard insurance policy required
pursuant to
Section 3.12, any title insurance policy described in Section 2.01
and any
Federal Housing Administration insurance policies and Department of
Veterans
Affairs insurance policies), including all riders and endorsements
thereto in
effect, including any replacement policy or policies for any
Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance
Policy, in each case other than any amount included in such
Insurance Proceeds
in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any
other
insurance policy with respect to the Mortgage Loans.
-19-
<PAGE>
Interest Accrual Period: As to any Distribution Date and each Class
of
interest-bearing Certificates (other than the Class A-1 and Class
A-3
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 A-1 and Class A-3 Certificates, the
period from
and including the Distribution Date in the prior month (or the
Closing Date, in
the case of the first period) to but not including the then current
Distribution
Date.
Interest Carry Forward Amount: For any Class of Certificates (other
than
the Class CE and Class P Certificates) and any Distribution Date,
the sum of (a)
the excess, if any, of the Accrued Certificate Interest for such
Distribution
Date over the amount in respect of interest actually distributed on
such Class
for such Distribution Date, (b) any remaining unpaid Interest Carry
Forward
Amount from prior Distribution Dates and (c) interest on such
remaining Interest
Carry Forward Amount referred to in clause (b) at the applicable
Pass-Through
Rate for the related Interest Accrual Period.
Interest Percentage: With respect to any Class of Offered
Certificates or
Class B Certificates and any Distribution Date, the ratio
(expressed as a
decimal carried to six places) of the Accrued Certificate Interest
for such
Class to the sum of the Accrued Certificate Interest for all
Classes of Offered
Certificates and Class B Certificates, in each case with respect to
such
Distribution Date, without regard to Relief Act Reductions.
Interest Rate: As set forth in the Preliminary Statement.
Interest Rate Swap Agreement: The 1992 ISDA Master Agreement
(Multicurrency-Cross Border), dated as of November 29, 2006
(together with the
schedule thereto, the "Master Agreement"), between the Swap
Provider and the
Supplemental Interest Trust Trustee, and a confirmation and credit
support annex
of the same date, which supplement and form part of the Master
Agreement, the
form of which has been attached hereto as Exhibit T. The Interest
Rate Swap
Agreement shall not be an asset of any REMIC formed under this
Agreement.
Interest Remittance Amount: As of any Distribution Date, (A) the
sum,
without duplication, of (i) all interest collected or advanced with
respect to
the related Collection Period on the Mortgage Loans received by the
Servicers on
or prior to the Determination Date for such Distribution Date (less
the
Administrative Fees for the Mortgage Loans, certain amounts
available for
reimbursement of Advances with respect to the Mortgage Loans and
certain other
reimbursable expenses and indemnities pursuant to this Agreement
and the
Servicing Agreements), (ii) all Compensating Interest paid by the
Servicers for
such Distribution Date with respect to the Mortgage Loans, (iii)
the portion of
any payment in connection with any Principal Prepayment,
Substitution Adjustment
Amount, Repurchase Price, Insurance Proceeds or Liquidation
Proceeds relating to
interest with respect to the Mortgage Loans received during the
related
Prepayment Period, (iv) any Reimbursement Amounts received with
respect to the
Mortgage Loans during the related Prepayment Period and (v) on the
Distribution
Date on which the Mortgage Loans and related REO Property are
purchased in
accordance with Section 10.01 hereof, that portion of the purchase
price
therefor in respect of interest less (B) any amounts payable to the
Swap
Provider (including any Net Swap Payment and any Swap Termination
Payment owed
to the Swap Provider, other than a Defaulted Swap Termination
Payment).
-20-
<PAGE>
LIBOR Business Day: Any day on which banks in London, England and
New York
City are open and conducting transactions in foreign currency and
exchange.
LIBOR Certificates: Any of the Class A-1 and Class A-3
Certificates.
LIBOR Determination Date: With respect to each class of
Certificates whose
Pass-Through Rate or Certificate Interest Rate is based on
One-Month LIBOR, for
each Distribution Date beginning with the second Distribution Date,
the second
LIBOR Business Day prior to the immediately preceding Distribution
Date.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (including any REO Property) that was
liquidated in the
related Prepayment Period and as to which the applicable Servicer
has certified
(in accordance with the applicable Servicing Agreement) that it has
received all
proceeds it expects to receive in connection with the liquidation
of such
Mortgage Loan including the final disposition of an REO
Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in
connection with the partial or complete liquidation of defaulted
Mortgage Loans,
whether through trustee's sale, foreclosure sale or otherwise or
amounts
received in connection with any condemnation or partial release of
a Mortgaged
Property and any other proceeds received in connection with an REO
Property,
less the sum of related unreimbursed Servicing Fees and
Advances.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any date
of
determination, the fraction, expressed as a percentage, the
numerator of which
is the outstanding principal balance of the related Mortgage Loan
at origination
and the denominator of which is the Appraised Value of the related
Mortgaged
Property.
Losses: As defined in Section 5.10.
Lower-Tier Certificate Sub-Account: The sub-account of the
Certificate
Account designated by the Securities Administrator pursuant to
Section 3.09(h).
Lower-Tier REMIC: As defined in the Preliminary Statement, the
assets of
which consist of the Mortgage Loans, such amounts as shall be held
in the
Lower-Tier Certificate Sub-Account, the insurance policies, if any,
relating to
a Mortgage Loan and property which secured a Mortgage Loan and
which has been
acquired by foreclosure or deed in lieu of foreclosure. The
Lower-Tier REMIC
will not include the Cap Carryover Reserve Account, the
Supplemental Interest
Trust, the Interest Rate Swap Agreement and the Swap Account.
Marker Rate: With respect to the Class CE Upper-Tier Regular
Interest and
any Distribution Date, a per annum rate equal to two (2) times the
weighted
average of the Uncertificated Middle-Tier REMIC Pass-Through Rates
for the
Middle-Tier Corresponding Marker Interests and the Class MRI-ZZ
Interest, (i)
with the rate on each such Uncertificated Middle-Tier Regular
Interest (other
than the Class MRI-ZZ Interest) subject to a cap equal to the
lesser of (a) the
Pass-Through Rate of its Corresponding Upper-Tier Regular Interest
(or with
respect to the Class MRI-AR Interest, 6.00%) and (b) the Pool Cap
for the
purposes of this calculation and (ii) with the rate on the Class
MRI-ZZ Interest
subject to a cap of zero for the purpose of this calculation;
provided, however,
-21-
<PAGE>
that for this purpose, calculations of the Uncertificated
Middle-Tier REMIC
Pass-Through Rate and the related caps with respect to the Class
MRI-A1 and
Class MRI-A3 Interest shall be multiplied by a fraction, the
numerator of which
is the actual number of days in the related Interest Accrual Period
and the
denominator of which is 30.
Master Servicer: Wells Fargo Bank, N.A., and any
successors-in-interest
and, if a successor master servicer is appointed hereunder, such
successor, as
master servicer.
Master Servicer Custodial Account: The Eligible Account created
and
maintained by the Master Servicer pursuant to Section 3.09(c) in
the name of the
Master Servicer for the benefit of the Certificateholders and
designated "Wells
Fargo Bank, N.A., as Master Servicer, in trust for the registered
holders of
Banc of America Funding Corporation Mortgage Pass-Through
Certificates, Series
2006-8T2."
Master Servicer Custodial Account Reinvestment Income: For each
Distribution Date, all income and gains net of any losses realized
since the
preceding Distribution Date from Permitted Investments of funds in
the Master
Servicer Custodial Account.
Master Servicer's Certificate: The monthly report required by
Section 4.01.
Master Servicing Officer: Any officer of the Master Servicer
involved in,
or responsible for, the administration and master servicing of the
Mortgage
Loans whose name appears on a list of servicing officers furnished
to the
Securities Administrator and the Trustee by the Master Servicer, as
such list
may from time to time be amended.
Master Servicing Transfer Costs: All reasonable costs and
expenses
(including attorney's fees) incurred by the Trustee or a successor
master
servicer in connection with the transfer of master servicing or
servicing from a
predecessor master servicer, including, without limitation, any
costs or
expenses associated with the complete transfer of all master
servicing data or
servicing data and the completion, correction or manipulation of
such master
servicing data or servicing data as may be required by the Trustee
or successor
master servicer to correct any errors or insufficiencies in the
master servicing
data or servicing data or otherwise to enable the Trustee or a
successor master
servicer to master service or service, as the case may be, the
applicable
Mortgage Loans properly and effectively.
Maximum MRI-ZZ Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (a) accrued
interest at the
Uncertificated Middle-Tier REMIC Pass-Through Rate applicable to
the Class
MRI-ZZ Interest for such Distribution Date on a balance equal to
the
Uncertificated Balance of the Class MRI-ZZ Interest minus the
Middle-Tier REMIC
Overcollateralized Amount, in each case for such Distribution Date,
over (b)
Uncertificated Accrued Interest on the Middle-Tier Corresponding
Marker
Interests, with the rate on each such Uncertificated Middle-Tier
Regular
Interest subject to a cap equal to the lesser of (i) the
Pass-Through Rate of
the Corresponding Upper-Tier Regular Interest (or with respect to
the Class
MRI-AR Interest, 6.00%) and (ii) the Pool Cap for the purpose of
this
calculation; provided, however, that for this purpose, calculations
of the
Uncertificated Middle-Tier REMIC Pass-Through Rate and the related
caps with
respect to Uncertificated Accrued Interest on the Class MRI-A1 and
Class MRI-A3
-22-
<PAGE>
Interests shall be multiplied by a fraction, the numerator of which
is the
actual number of days in the Interest Accrual Period and the
denominator of
which is 30.
MERS: As defined in Section 2.01(b)(iii).
Mezzanine Certificates: The Class M-1, Class M-2, Class M-3, Class
M-4,
Class M-5 and Class M-6 Certificates, each of which represents (i)
the
corresponding Upper-Tier Regular Interest for purposes of the REMIC
Provisions,
(ii) the right to receive the related Cap Carryover Amounts and
(iii) the
obligation to pay the Class IO Distribution Amount.
Middle-Tier Certificate Sub-Account: The sub-account of the
Certificate
Account designated by the Securities Administrator pursuant to
Section 3.09(h).
Middle-Tier Corresponding Marker Interests: The Class MRI-A1
Interest,
Class MRI-A2 Interest, Class MRI-A3 Interest, Class MRI-A4
Interest, Class
MRI-A5 Interest, Class MRI-A6 Interest, Class MRI-A7 Interest,
Class MRI-A8
Interest, Class MRI-A9 Interest, Class MRI-A10 Interest, Class
MRI-A11 Interest,
Class MRI-A-R Interest, Class MRI-M1 Interest, Class MRI-M2
Interest, Class
MRI-M3 Interest, Class MRI-M4 Interest, Class MRI-M5 Interest,
Class MRI-M6
Interest and Class MRI-B1 Interest.
Middle-Tier REMIC: As defined in the Preliminary Statement, the
assets of
which consist of the Uncertificated Lower-Tier Regular Interests
and such
amounts as shall be deemed held in the Middle-Tier Certificate
Sub-Account.
Middle-Tier REMIC Interest Loss Allocation Amount: With respect to
any
Distribution Date, an amount equal to (a) the product of (i) the
aggregate
Stated Principal Balance of the Mortgage Loans and related REO
Properties then
outstanding and (ii) the Uncertificated Middle-Tier REMIC
Pass-Through Rate for
the Class MRI-AA Interest minus the Marker Rate, divided by (b)
12.
Middle-Tier REMIC Overcollateralization Target Amount: 1.00% of
the
Targeted Overcollateralization Amount.
Middle-Tier REMIC Overcollateralized Amount: With respect to any
date of
determination, (i) 1% of the aggregate Uncertificated Balances of
the
Uncertificated Middle-Tier Regular Interests minus (ii) the
aggregate of the
Uncertificated Balances of the Middle-Tier Corresponding Marker
Interests and
the Class MRI-P Interest, in each case as of such date of
determination.
Middle-Tier REMIC Principal Loss Allocation Amount: With respect to
any
Distribution Date, an amount equal to (a) the product of (i) the
aggregate
Stated Principal Balance of the Mortgage Loans and related REO
Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is
two times the
aggregate of the Uncertificated Balances of the Middle-Tier
Corresponding Marker
Interests, and the denominator of which is the aggregate of the
Uncertificated
Balances of the Middle-Tier Corresponding Marker Interests and the
Class MRI-ZZ
Interest.
-23-
<PAGE>
Monthly Excess Cashflow Amount: For any Distribution Date, the sum
of the
Monthly Excess Interest Amount for such Distribution Date, the
Overcollateralization Release Amount for such Distribution Date and
(without
duplication) any portion of the Principal Distribution Amount
remaining after
principal distributions on the Offered Certificates and Class B
Certificates on
such Distribution Date.
Monthly Excess Interest Amount: With respect to each Distribution
Date, the
amount, if any, by which the Interest Remittance Amounts for such
Distribution
Date exceeds the aggregate amount distributed on such Distribution
Date to the
Certificates pursuant to Section 5.02(a) priorities first through
twelfth.
Monthly Payment: The scheduled monthly payment on a Mortgage Loan
due on
any Due Date allocable to principal and/or interest on such
Mortgage Loan which,
unless otherwise specified herein, shall give effect to any related
Debt Service
Reduction and any Deficient Valuation that affect the amount of the
monthly
payment due on such Mortgage Loan.
Monthly Statement: As defined in Section 5.04(b).
Moody's: Moody's Investors Service, Inc. or any successor
thereto.
Mortgage: The mortgage, deed of trust or other instrument creating
a first
lien on a Mortgaged Property securing a Mortgage Note or creating a
first lien
on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to
a particular Mortgage Loan and any additional documents required to
be added to
the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
of
interest at which interest accrues on the principal balance of such
Mortgage
Loan in accordance with the provisions of the related Mortgage
Note.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement,
dated November 29, 2006, between BANA, as seller, and the
Depositor, as
purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time
amended by the Master Servicer to reflect the addition of
Substitute Mortgage
Loans and the deletion of Defective Mortgage Loans pursuant to the
provisions of
this Agreement) transferred to the Trustee as part of the Trust
Estate and from
time to time subject to this Agreement, attached hereto as Exhibit
D setting
forth the following information with respect to each Mortgage Loan:
(i) the
Mortgage Loan identifying number; (ii) a code indicating whether
the Mortgaged
Property is owner-occupied; (iii) the property type for each
Mortgaged Property;
(iv) the original months to maturity or the remaining months to
maturity from
the Cut-off Date; (v) the Loan-to-Value Ratio at origination; (vi)
the Mortgage
Interest Rate; (vii) the date on which the first Monthly Payment
was due on the
Mortgage Loan, and, if such date is not the Due Date currently in
effect, such
Due Date; (viii) the stated maturity date; (ix) the amount of the
Monthly
Payment as of the Cut-off Date; (x) the paid-through date; (xi) the
original
principal amount of the Mortgage Loan; (xii) the principal balance
of the
Mortgage Loan as of the close of business on the Cut-off Date,
after application
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of payments of principal due on or before the Cut-off Date, whether
or not
collected, and after deduction of any payments collected of
scheduled principal
due after the Cut-off Date; (xiii) a code indicating the purpose of
the Mortgage
Loan; (xiv) a code indicating the documentation style; (xv) a code
indicating
the initial Servicer; (xvi) the Appraised Value; (xvii) the closing
date of the
Mortgage Loan; (xviii) a code indicating whether the Mortgage Loan
has a
Prepayment Charge; and (xix) the Servicing Fee Rate. With respect
to the
Mortgage Loans in the aggregate, the Mortgage Loan Schedule shall
set forth the
following information, as of the Cut-off Date: (i) the number of
Mortgage Loans;
(ii) the current aggregate outstanding principal balance of the
Mortgage Loans;
(iii) the weighted average Mortgage Interest Rate of the Mortgage
Loans; and
(iv) the weighted average months to maturity of the Mortgage
Loans.
Mortgage Loans: Such of the mortgage loans transferred and assigned
to the
Trustee pursuant to Section 2.01 as from time to time are held as a
part of the
Trust Estate (including any Substitute Mortgage Loans and REO
Property), the
Mortgage Loans originally so held being identified in the Mortgage
Loan
Schedule.
Mortgage Note: The originally executed note or other evidence
of
indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan,
together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which
may include Cooperative Stock or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Interest Rate: As to any Mortgage Loan and
Distribution Date,
such Mortgage Loan's Mortgage Interest Rate thereon on the first
day of the
calendar month preceding the month of such Distribution Date
reduced by the
applicable Administrative Fee Rate for such Mortgage Loan.
Net Swap Payment: With respect to any Distribution Date, any net
payment
(other than a Swap Termination Payment) payable by the Supplemental
Interest
Trust to the Swap Provider on the related Fixed Rate Payer Payment
Date (as
defined in the Interest Rate Swap Agreement).
Net Swap Receipt: With respect to any Distribution Date, any net
payment
(other than a Swap Termination Payment) made by the Swap Provider
to the
Supplemental Interest Trust on the related Floating Rate Payer
Payment Date (as
defined in the Interest Rate Swap Agreement), or any amount
withdrawn from the
Swap Account that is required under that paragraph to be treated as
a Net Swap
Receipt for purposes of determining the distributions from the
Supplemental
Interest Trust.
NIMS Insurer: Any insurer that is guaranteeing certain payments
under notes
secured by collateral which includes all or a portion of the Class
CE or Class P
Certificates.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made
or
proposed to be made in respect of a Mortgage Loan which has not
been previously
reimbursed and which, in the good faith judgment of the applicable
Servicer will
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not or, in the case of a proposed Advance, would not be ultimately
recoverable
from the related Mortgagor, related Liquidation Proceeds, Insurance
Proceeds or
other recoveries in respect of the related Mortgage Loan.
Notional Amount: With respect to the Class CE Upper-Tier Regular
Interest
and any date of determination, a notional amount equal to the then
aggregate
Uncertificated Balances of the Uncertificated Middle-Tier Interests
other than
the Class MRI-P Interest.
NYCEMA: A New York Consolidation, Extension and Modification
Agreement.
Offered Certificates: The Senior and Mezzanine Certificates.
Officer's Certificate: A certificate signed by the Chairman of the
Board,
Vice Chairman of the Board, President or a Vice President and by
the Treasurer,
the Secretary or one of the Assistant Treasurers or Assistant
Secretaries, or
any other duly authorized officer of the Depositor or the Master
Servicer, as
the case may be, and delivered to the Trustee or the Securities
Administrator,
as required in this Agreement.
One-Month LIBOR: As to any Distribution Date, the arithmetic mean
of London
Interbank offered rate quotations for one-month U.S. Dollar
deposits, as
determined by the Securities Administrator in accordance with
Section 5.09.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee
if such opinion is delivered to the Trustee, or acceptable to the
Securities
Administrator if such opinion is delivered to the Securities
Administrator, who
may be counsel for the Depositor or the Master Servicer, except
that any opinion
of counsel relating to the qualification of any REMIC created
hereunder as a
REMIC or compliance with the REMIC Provisions must be an opinion of
Independent
counsel.
Optional Termination Date: The first Distribution Date on which all
of the
Mortgage Loans and all related REO Property remaining in the Trust
Estate may be
purchased pursuant to Section 10.01.
OTS: The Office of Thrift Supervision.
Overcollateralization Amount: As of any Distribution Date, the
excess, if
any, of (x) the aggregate Stated Principal Balance of the Mortgage
Loans as of
the last day of the related Collection Period over (y) the
aggregate Class
Certificate Balance of all Classes of Certificates (after taking
into account
all distributions of principal on such Distribution Date and the
increase of any
Class Certificate Balance of a Class of Certificates as a result of
Recoveries
related to the Mortgage Loans).
Overcollateralization Deficiency: As of any Distribution Date, the
excess,
if any, of (x) the Targeted Overcollateralization Amount for such
Distribution
Date over (y) the Overcollateralization Amount for such
Distribution Date,
calculated for this purpose after taking into account the reduction
on such
Distribution Date of the Class Certificate Balances of all Classes
of
Certificates resulting from the distribution of the Principal
Distribution
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Amount (but not the Extra Principal Distribution Amount) on such
Distribution
Date, but prior to taking into account any Applied Realized Loss
Amounts on such
Distribution Date.
Overcollateralization Release Amount: With respect to any
Distribution Date
on or after the Stepdown Date on which a Trigger Event is not in
effect, the
lesser of (x) the Principal Remittance Amount for such Distribution
Date and (y)
the excess, if any, of (i) the Overcollateralization Amount for
such
Distribution Date, assuming that 100% of the Principal Remittance
Amount is
applied as a principal payment on the Certificates on such
Distribution Date
over (ii) the Targeted Overcollateralization Amount for such
Distribution Date.
With respect to any Distribution Date on which a Trigger Event is
in effect, the
Overcollateralization Release Amount will be zero.
Ownership Interest: As to any Certificate, any ownership or
security
interest in such Certificate, including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to each Distribution Date and any
Class of
interest-bearing Certificates (other than the Class CE
Certificates), the per
annum rate set forth or described in the Preliminary Statement.
With respect to
each Distribution Date and the Uncertificated Lower-Tier Regular
Interests, the
Uncertificated Lower-Tier REMIC Pass-Through Rate. With respect to
each
Distribution Date and the Uncertificated Middle-Tier Regular
Interests, the
Uncertificated Middle-Tier REMIC Pass-Through Rate. With respect to
each
Distribution Date and the Upper-Tier Regular Interests (other than
the Class CE
Upper-Tier Regular Interest and the Class Swap-IO Interest), the
Uncertificated
Upper-Tier REMIC Pass-Through Rate.
With respect to the Class CE Upper-Tier Regular Interest and
any
Distribution Date, a per annum rate equal to the percentage
equivalent of a
fraction, the numerator of which is the sum of the amounts
calculated pursuant
to clauses (A) through (D) below, and the denominator of which is
the aggregate
of the Uncertificated Balances of Uncertificated Middle-Tier
Regular Interest
MRI-AA, the Middle-Tier Corresponding Marker Interests, and
Uncertificated
Middle-Tier Regular Interest MRI-ZZ. For purposes of calculating
the
Pass-Through Rate for the Class CE Upper-Tier Regular Interest, the
numerator is
equal to the sum of the following components:
(A) the Uncertificated Middle-Tier REMIC Pass-Through Rate for
the Class MRI-AA Interest minus the Marker Rate, applied to an
amount
equal to the Uncertificated Balance of the Class MRI-AA
Interest;
(B) the Uncertificated Middle-Tier REMIC Pass-Through Rate for
each Middle-Tier Corresponding Marker Interest, in each case minus
the
Marker Rate, applied in each case to an amount equal to the
respective
Uncertificated Balance of each such Middle-Tier Corresponding
Marker
Interest;
(C) the Uncertificated Middle-Tier REMIC Pass-Through Rate for
the Class MRI-ZZ Interest minus the Marker Rate, applied to an
amount
equal to the Uncertificated Balance of the Class MRI-ZZ Interest;
and
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(D) 100% of the Uncertificated Accrued Interest on the Class
MRI-P Interest.
With respect to the Class CE Certificates and any Distribution
Date, the
Class CE Certificates shall be entitled to 100% of the amounts
distributable to
the Class CE Upper-Tier Regular Interest.
With respect to the Class Swap-IO Interest and any Distribution
Date, the
Class Swap-IO Interest shall be entitled to 100% of the amounts
distributable to
the Class MRI-IO Interest.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate (other than a Class
CE
Certificate), the percentage obtained by dividing the initial
Certificate
Balance of such Certificate by the Initial Class Certificate
Balance, as
applicable, of the Class of which such Certificate is a part. With
respect to a
Class CE Certificate, the portion of the Class evidenced thereby,
expressed as a
percentage, as stated on the face of such Certificate; provided,
however, that
the sum of all such percentages for each such Certificate totals
100%.
Periodic Advance: With respect to each Servicer, shall have the
meaning
given to term "Monthly Advance" in the applicable Servicing
Agreement.
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 and "A-1+" by
S&P;
(iii) federal funds, certificates of deposit, demand deposits,
time
deposits and bankers' acceptances (which shall each have an
original
maturity of not more than 90 days and, in the case of bankers'
acceptances,
shall in no event have an original maturity of more than 365 days
or a
remaining maturity of more than 30 days) denominated in United
States
dollars of any U.S. depository institution or trust company
incorporated
under the laws of the United States or any state thereof, rated not
lower
than "P-1" by Moody's and "A-1+" by S&P;
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(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
and
"A-1+" by S&P;
(v) investments in money market funds (including funds of the
Securities Administrator or its affiliates, or funds for which an
affiliate
of the Securities Administrator acts as advisor, as well as funds
for which
the Securities Administrator and its affiliates may receive
compensation)
rated "Aaa" by Moody's and "AAAm G" by S&P or otherwise
approved in writing
by each Rating Agency; and
(vi) other obligations or securities that are acceptable to
each
Rating Agency and, as evidenced by an Opinion of Counsel obtained
by the
Master Servicer or Securities Administrator, as the case may be,
will not
affect the qualification of any REMIC created under this Agreement
as a
REMIC;
provided, however, that no instrument shall be a Permitted
Investment if it
represents either (a) the right to receive only interest payments
with respect
to the underlying debt instrument or (b) the right to receive both
principal and
interest payments derived from obligations underlying such
instrument and the
principal and interest with respect to such instrument provide a
yield to
maturity greater than 120% of the yield to maturity at par of such
underlying
obligations.
Permitted Transferee: Any Person other than (i) the United States,
or any
State or any political subdivision thereof, or any agency or
instrumentality of
any of the foregoing, (ii) a foreign government, international
organization or
any agency or instrumentality of either of the foregoing, (iii) an
organization
which is exempt from tax imposed by Chapter 1 of the Code
(including the tax
imposed by Section 511 of the Code on unrelated business taxable
income) (except
certain farmers' cooperatives described in Code Section 521), (iv)
rural
electric and telephone cooperatives described in Code Section
1381(a)(2)(C), (v)
a Person with respect to whom the income on a Residual Certificate
is allocable
to a foreign permanent establishment or fixed base, within the
meaning of an
applicable income tax treaty, of such Person or any other U.S.
Person, and (vi)
any other Person so designated by the Depositor based on an Opinion
of Counsel
to the effect that any transfer to such Person may cause the Trust
or any other
Holder of a Residual Certificate to incur tax liability that would
not be
imposed other than on account of such transfer. The terms "United
States,"
"State" and "international organization" shall have the meanings
set forth in
Code Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
PHH Mortgage: PHH Mortgage Corporation, in its capacity as
originator and
as servicer under the PHH Mortgage Servicing Agreement.
PHH Mortgage Servicing Agreement: Collectively, (i) that certain
Mortgage
Loan Flow Purchase, Sale and Servicing Agreement, dated as of
August 1, 2005, by
and among Bank of America, National Association, PHH Mortgage
Corporation and
Bishop's Gate Residential Mortgage Trust, (ii) that certain
Amendment No. 1,
dated as of January 30, 2006, by and among Bank of America,
National
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Association, PHH Mortgage Corporation and Bishop's Gate Residential
Mortgage
Trust, (iii) that certain Regulation AB Compliance Addendum to the
Mortgage Loan
Flow Purchase, Sale and Servicing Agreement, dated as of January 1,
2006, by and
among Bank of America, National Association, PHH Mortgage
Corporation and
Bishop's Gate Residential Mortgage Trust and (iv) the Assignment
Assumption and
Recognition Agreement, dated November 29, 2006, by and among BANA,
the
Depositor, the Trustee, the Master Servicer and PHH Mortgage.
Physical Certificates: The Class A-R, Class CE and Class P
Certificates.
Plan: As defined in Section 6.02(e).
Pool Cap: For any Distribution Date and the Certificates, a per
annum rate
(subject to adjustment, in the case of the Class A-1 and Class A-3
Certificates,
based on the actual number of days elapsed in the related Interest
Accrual
Period) equal to the weighted average of the Net Mortgage Interest
Rates for the
Mortgage Loans, weighted on the basis of the Stated Principal
Balances of the
Mortgage Loans as of the first day of the related Collection Period
less 12
times the quotient of (a) the Net Swap Payment or Swap Termination
Payment, if
any, made to the Swap Provider (only if such Swap Termination
Payment is not due
to a Swap Provider Trigger Event (as defined in the Interest Rate
Swap
Agreement)) and (b) the aggregate Stated Principal Balance of the
Mortgage Loans
as of the first day of the related Collection Period.
Prepayment Charges: With respect to any Prepayment Period, any
prepayment
premium, penalty or charge collected by a Servicer from a Mortgagor
in
connection with any voluntary Principal Prepayment in Full pursuant
to the terms
of the related Mortgage Note as from time to time held as a part of
the Trust
Estate, the Prepayment Charges so held being identified in the
Mortgage Loan
Schedule.
Prepayment Interest Shortfall: As to any Distribution Date and
each
Mortgage Loan subject to a Principal Prepayment received during the
related
Prepayment Period, the amount, if any, by which one month's
interest at the
related Net Mortgage Interest Rate on such Principal Prepayment
exceeds the
amount of interest paid in connection with such Principal
Prepayment.
Prepayment Period: With respect to any Distribution Date, the
calendar
month preceding the calendar month in which such Distribution Date
occurs.
Primary Mortgage Insurance Policy: Each policy of primary mortgage
guaranty
insurance or any replacement policy therefor with respect to any
Mortgage Loan,
in each case issued by an insurer acceptable to Fannie Mae or
Freddie Mac.
Principal Distribution Amount: As to any Distribution Date, the sum
of (i)
the Principal Remittance Amount minus the Overcollateralization
Release Amount,
if any, and (ii) the Extra Principal Distribution Amount, if
any.
Principal Prepayment: With respect to each Mortgage Loan, any
payment or
other recovery of principal on a Mortgage Loan (other than
Liquidation Proceeds)
which is received in advance of its scheduled Due Date and is not
accompanied by
an amount of interest representing scheduled interest due on any
date or dates
in any month or months subsequent to the month of prepayment.
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Principal Prepayment in Full: Any Principal Prepayment of the
entire
principal balance of a Mortgage Loan.
Principal Remittance Amount: With respect to any Distribution Date
and the
Mortgage Loans, to the extent of funds available therefor, the
amount equal to
(A) the sum (less amounts available for reimbursement to the
Servicers for
Advances and expenses pursuant to the applicable Servicing
Agreement and amounts
reimbursable or payable to the Master Servicer, Securities
Administrator and
Trustee pursuant to this Agreement) of: (i) each payment of
principal on a
Mortgage Loan due during the related Collection Period and received
by the
Servicers on or prior to the related Determination Date, and any
Advances with
respect thereto, (ii) all Principal Prepayments received by the
applicable
Servicer during the related Prepayment Period, (iii) Insurance
Proceeds,
Liquidation Proceeds and Recoveries allocable to principal actually
collected by
the applicable Servicer during the related Prepayment Period, (iv)
with respect
to Defective Mortgage Loans repurchased during the related
Prepayment Period,
the portion of the Repurchase Price allocable to principal, (v) any
Substitution
Adjustment Amounts paid during the related Prepayment Period and
(vi) on the
Distribution Date on which the Mortgage Loans and related REO
Property are
purchased in accordance with Section 10.01 hereof, that portion of
the purchase
price therefor in respect of principal less (B) any amounts payable
to the Swap
Provider (including any Net Swap Payment and any Swap Termination
Payment owed
to the Swap Provider, other than a Defaulted Swap Termination
Payment) not
covered by the Interest Remittance Amount.
Priority Amount: For any Distribution Date the lesser of (i) the
aggregate
Class Certificate Balance of the Class A-9, Class A-10 and Class
A-11
Certificates for such Distribution Date and (ii) the product of (a)
the Shift
Percentage, (b) the Priority Percentage and (c) the Senior
Principal
Distribution Amount.
Priority Percentage: For any Distribution Date (i) the aggregate
Class
Certificate Balance of the Class A-9, Class A-10 and Class A-11
Certificates for
such Distribution Date divided by (ii) the aggregate Class
Certificate Balance
of the Senior Certificates for such Distribution Date.
Private Certificates: The Class B-1, Class CE and Class P
Certificates.
Purchase Price: With respect to each Mortgage Loan that was a
Defective
Mortgage Loan repurchased on any date pursuant to Sections 2.02 or
2.04, an
amount equal to the sum of (i) the Stated Principal Balance of the
Mortgage
Loan, (ii) interest on such Stated Principal Balance at the
Mortgage Interest
Rate from the date on which interest has last been paid and
distributed through
the last day of the month in which such repurchase takes place and
(iii) any
costs and damages incurred by the Trust in connection with any
violation by such
repurchased Mortgage Loan of any predatory or abusive lending law,
less (x)
amounts received or advanced in respect of such repurchased
Mortgage Loan which
are being held in the applicable Servicer Custodial Account for
distribution in
the month of repurchase and (y) if the Person repurchasing such
Mortgage Loan is
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servicing such Mortgage Loan under the related Servicing Agreement,
the
Servicing Fee for such Mortgage Loan.
Rating Agency: Each of S&P and Moody's. If any such
organization or a
successor is no longer in existence, "Rating Agency" shall be such
nationally
recognized statistical rating organization, or other comparable
Person, as is
designated by the Depositor, notice of which designation shall be
given to the
Trustee, the Master Servicer and the Securities Administrator.
References herein
to a given rating or rating category of a Rating Agency shall mean
such rating
category without giving effect to any modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount as
of the date of such liquidation, equal to (i) the unpaid principal
balance of
the Liquidated Mortgage Loan as of the date of such liquidation,
plus (ii)
interest at the Net Mortgage Interest Rate from the Due Date as to
which
interest was last paid or advanced (and not reimbursed) to
Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are
required to be
distributed on the Stated Principal Balance of such Liquidated
Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any,
received during
the month in which such liquidation occurred, to the extent applied
as
recoveries of interest at the Net Mortgage Interest Rate and to
principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that
has become the
subject of a Deficient Valuation, if the principal amount due under
the related
Mortgage Note has been reduced, the difference between the
principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient
Valuation and
the principal balance of the Mortgage Loan as reduced by the
Deficient
Valuation. With respect to each Mortgage Loan that has become the
subject of a
Debt Service Reduction and any Distribution Date, the amount, if
any, by which
the principal portion of the related Monthly Payment has been
reduced.
Realized Loss Amortization Amount: As to each Class of Senior
Certificates,
Mezzanine Certificates and Class B Certificates and any
Distribution Date, the
lesser of (x) the Unpaid Realized Loss Amount for such Class and
(y) the
remaining Monthly Excess Cashflow Amount available after
distribution in respect
of any Interest Carryforward Amount for such Class pursuant to
Section 5.02(c).
Recognition Agreement: With respect to a Cooperative Loan, the
recognition
agreement between the Cooperative and the originator of such
Cooperative Loan.
Record Date: With respect to the Class CE Certificates and the
Class P
Certificates, the last Business Day of the month immediately
preceding the month
in which the related Distribution Date occurs. With respect to the
Offered
Certificates and Class B Certificates, the Business Day immediately
preceding
each Distribution Date; provided, however, if Definitive
Certificates are issued
for any of such Certificates, the Record Date for such Certificates
will be the
last Business Day of the month preceding such Distribution
Date.
Recovery: Any amount received on a Mortgage Loan subsequent to
such
Mortgage Loan being determined to be a Liquidated Mortgage
Loan.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB),
17 C.F.R. ss.ss.229.1100 - 229.1123, as such may be amended from
time to time,
and subject to such clarification and interpretation as have been
provided by
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the Commission in the adopting release (Asset-Backed Securities,
Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or
by the staff
of the Commission, or as may be provided by the Commission or its
staff from
time to time.
Reimbursement Amount: As defined in Section 2.02.
Relevant Servicing Criteria: The Servicing Criteria applicable to
the
various parties, as set forth on Exhibit N attached hereto. For
clarification
purposes, multiple parties can have responsibility for the same
Relevant
Servicing Criteria. With respect to a Servicing Function
Participant engaged by
the Master Servicer, the Securities Administrator, the Custodian or
any
Servicer, the term "Relevant Servicing Criteria" may refer to a
portion of the
Relevant Servicing Criteria applicable to such parties.
Relief Act: The Servicemembers Civil Relief Act, as it may be
amended from
time to time.
Relief Act Reduction: With respect to any Distribution Date, for
any
Mortgage Loan as to which there has been a reduction in the amount
of interest
collectible thereon for the related Collection Period as a result
of the
application of the Relief Act or comparable state legislation, the
amount, if
any, by which (i) interest collectible on such Mortgage Loan for
such Collection
Period is less than (ii) interest accrued pursuant to the terms of
the Mortgage
Note on the same principal amount and for the same period as the
interest
collectible on such Mortgage Loan for the related Collection
Period.
REMIC: A "real estate mortgage investment conduit" within the
meaning of
Section 860D of the Code.
REMIC Certificate Maturity Date: As set forth in Section 2.07.
REMIC Provisions: Provisions of the federal income tax law relating
to real
estate mortgage investment conduits, which appear at Section 860A
through 860G
of Subchapter M of Chapter 1 of the Code, and related provisions,
and
regulations promulgated thereunder, as the foregoing may be in
effect from time
to time, as well as provisions of applicable state laws.
Remittance Date: The 18th day of each month beginning in December
2006 (or,
if such day is not a Business Day, the preceding Business Day).
REO Disposition Period: As defined in Section 3.15.
REO Proceeds: Proceeds, net of any related expenses of a Servicer
received
in respect of any REO Property (including, without limitation,
proceeds from the
rental of the related Mortgaged Property), which are received prior
to the final
liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by a Servicer servicing
the
related Mortgage Loan on behalf of the Trust through foreclosure or
deed-in-lieu
of foreclosure in connection with a defaulted Mortgage Loan.
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Reportable Event: As defined in Section 3.22(d).
Reporting Servicer: As defined in Section 3.22(c)(i).
Request for Release: The Request for Release submitted by a
Servicer to the
Custodian on behalf of the Trustee, substantially in the form
attached hereto as
Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance
policy which is required to be maintained from time to time under
this Agreement
in respect of such Mortgage Loan.
Reserve Interest Rate: As defined in Section 5.09.
Residual Certificate: The Class A-R Certificate.
Responsible Officer: When used with respect to the Trustee or
the
Securities Administrator, any officer of the Corporate Trust
Department of the
Trustee or the Securities Administrator, as applicable, including
any Senior
Vice President, any Vice President, any Assistant Vice President,
any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any
other officer of
the Trustee or Securities Administrator, as applicable, customarily
performing
functions similar to those performed by any of the above designated
officers and
having direct responsibility for the administration of this
Agreement.
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., or
any successor thereto.
Sarbanes-Oxley Certification: As defined in Section 3.22(e).
Securities Administrator: Wells Fargo Bank, N.A., and its
successors-in-interest and, if a successor securities administrator
is appointed
hereunder, such successor, as securities administrator.
Security Agreement: With respect to a Cooperative Loan, the
agreement or
mortgage creating a security interest in favor of the originator of
the
Cooperative Loan in the related Cooperative Stock.
Senior Applied Realized Loss Amount: With respect to each
Distribution Date
after the aggregate Class Certificate Balance of the Mezzanine
Certificates and
the Class B Certificates has been reduced to zero and any Class of
Senior
Certificates, the product of (i) the excess, if any, of the
aggregate of (a) the
Class Certificate Balances of the Senior Certificates (after taking
into account
the distribution of the Principal Distribution Amount on such
Distribution Date
and any increase in any Class Certificate Balance as a result of
Recoveries)
over (b) the aggregate Stated Principal Balance of the Mortgage
Loans as of last
day of the related Collection Period and (ii) a fraction, the
numerator of which
is the Class Certificate Balance of such Class of Senior
Certificates and the
denominator of which is the aggregate Class Certificate Balance of
the Senior
Certificates.
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<PAGE>
Senior Certificates: The Class A-R, Class A-1, Class A-2, Class
A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10 and Class
A-11 Certificates, each of which represents (i) the corresponding
Upper-Tier
Regular Interest for purposes of the REMIC Provisions, (ii) the
right to receive
the related Cap Carryover Amounts and (iii) the obligation to pay
the Class IO
Distribution Amount.
Senior Enhancement Percentage: For any Distribution Date, the
percentage
obtained by dividing (x) the sum of (i) the aggregate Class
Certificate Balance
of the Mezzanine Certificates and Class B Certificates before
taking into
account distributions on such Distribution Date and (ii) the
Overcollateralization Amount as of the prior Distribution Date by
(y) the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of
the related Collection Period.
Senior Principal Distribution Amount: As of any Distribution Date
(i)
before the Stepdown Date or as to which a Trigger Event is in
effect, the
Principal Distribution Amount and (ii) on or after the Stepdown
Date and as long
as a Trigger Event is not in effect, the excess of (a) the
aggregate Class
Certificate Balance of the Senior Certificates immediately prior to
such
Distribution Date over (b) the lesser of (x) the product of (1)
88.70% and (2)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day
of the related Collection Period and (y) the amount by which the
aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related
Collection Period exceeds the product of (1) 0.35% and (2) the
Cut-off Date
Principal Balance.
Senior Specified Enhancement Percentage: For any date, 11.30%.
Servicer: Any of BANA, PHH Mortgage and Wells Fargo, each in their
capacity
as a servicer of the Mortgage Loans, or any successor servicer
appointed as
herein provided.
Servicer Custodial Accounts: The separate accounts created and
maintained
by each of the Servicers pursuant to the applicable Servicing
Agreement.
Servicing Advance: With respect to each Servicer, shall have the
meaning
given to the term "Servicing Advances" in the applicable Servicing
Agreement.
Servicing Agreements: Any of the BANA Servicing Agreement, the PHH
Mortgage
Servicing Agreement and the Wells Fargo Servicing Agreement.
Servicing Criteria: The criteria set forth in paragraph (d) of Item
1122 of
Regulation AB, as such may be amended from time to time
Servicing Fee: With respect to each Servicer, as defined in the
applicable
Servicing Agreement.
Servicing Fee Rate: With respect to each Mortgage Loan, as set
forth on the
applicable Mortgage Loan Schedule.
Servicing File: With respect to each Mortgage Loan, as defined in
the
applicable Servicing Agreement.
Servicing Function Participant: Any Subcontractor utilized by the
Master
Servicer, the Securities Administrator or the Custodian that is
"participating
in the servicing function" within the meaning of Item 1122 of
Regulation AB.
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<PAGE>
Servicing Officer: With respect to each Servicer, as defined in the
related
Servicing Agreement.
Servicing Transfer Costs: All reasonable costs and expenses of the
Master
Servicer or the Trustee, as applicable, related to any termination
of a
Servicer, appointment of a successor Servicer or the transfer and
assumption of
servicing by the Master Servicer or the Trustee, as applicable,
with respect to
any Servicing Agreement (including, without limitation, (i) all
legal costs and
expenses and all due diligence costs and expenses associated with
an evaluation
of the potential termination of the Servicer as a result of an
event of default
by such Servicer and (ii) any costs or expenses associated with the
complete
transfer of all servicing data and the completion, correction or
manipulation of
such servicing data as may be required by the Master Servicer or
the Trustee, as
applicable, to correct any errors or insufficiencies in the
servicing data or
otherwise to enable the Master Servicer or the Trustee, as
applicable, to
service the Mortgage Loans properly and effectively).
Shift Percentage: For any Distribution Date will be the
percentage
indicated below:
Distribution Date Occurring In Percentage
------------------------------ ----------
December 2006 through November 2009 0%
December 2009 through November 2011 45%
December 2011 through November 2012 80%
December 2012 through November 2013 100%
December 2013 and thereafter 300%
Similar Law: As defined in Section 6.02(e).
Sponsor: Bank of America, National Association, a national
banking
association, or its successor in interest, as seller of the
Mortgage Loans under
the Mortgage Loan Purchase Agreement.
Stated Principal Balance: As to any Mortgage Loan and Due Date, the
unpaid
principal balance of such Mortgage Loan as of such date as
specified in the
amortization schedule at the time relating thereto (before any
adjustment to
such amortization schedule by reason of any moratorium or similar
waiver or
grace period) after giving effect to any previous partial Principal
Prepayments
and Liquidation Proceeds allocable to principal (other than with
respect to any
Liquidated Mortgage Loan) and to the payment of principal due on
such Due Date
and irrespective of any delinquency in payment by the related
Mortgagor, and
after giving effect to any Deficient Valuation.
Stepdown Date: The earlier to occur of (i) the Distribution Date on
which
the aggregate Class Certificate Balance of the Senior Certificates
is reduced to
zero and (ii) the later to occur of (x) the Distribution Date in
December 2009
and (y) the Distribution Date on which the Senior Enhancement
Percentage is
greater than or equal to the Senior Specified Enhancement
Percentage.
Subcontractor: Any vendor, subcontractor or other Person that is
not
responsible for the overall servicing of Mortgage Loans but
performs one or more
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<PAGE>
discrete functions identified in Item 1122(d) of Regulation AB with
respect to
Mortgage Loans under the direction or authority of the Master
Servicer, the
Securities Administrator or the Custodian.
Subordinated Applied Realized Loss Amount: With respect to each
Distribution Date, the excess, if any, of (a) the aggregate of the
Class
Certificate Balances of the Certificates (after taking into account
the
distribution of the Principal Distribution Amount on such
Distribution Date and
any increase in the Class Certificate Balance of a Class of
Certificates as a
result of Recoveries) over (b) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Collection
Period.
Substitute Mortgage Loan: A Mortgage Loan substituted for a
Defective
Mortgage Loan which must, on the date of such substitution (i) have
a Stated
Principal Balance, after deduction of the principal portion of the
Monthly
Payment due in the month of substitution, not in excess of the
Stated Principal
Balance of the Defective Mortgage Loan; (ii) have a Net Mortgage
Interest Rate
not less than, and not more than 2% greater than that of the
Defective Mortgage
Loan; (iii) be of the same type as the Defective Mortgage Loan;
(iv) have a
Loan-to-Value Ratio not higher than that of the Defective Mortgage
Loan; (v)
have a credit score not less than that of the Defective Mortgage
Loan; (vi) have
a credit grade not lower in quality than that of the Defective
Mortgage Loan;
(vii) have a remaining term to maturity not greater than (and not
more than one
(1) year less than) that of the Defective Mortgage Loan; (viii)
have the same
lien priority as the Defective Mortgage Loan; and (ix) comply with
each Mortgage
Loan representation and warranty set forth in the Mortgage Loan
Purchase
Agreement, the Servicing Agreements and this Agreement. More than
one Substitute
Mortgage Loan may be substituted for a Defective Mortgage Loan if
such
Substitute Mortgage Loans meet the foregoing attributes in the
aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
Supplemental Interest Trust: The trust created pursuant to Section
5.11 of
this Agreement and designated as the "Supplemental Interest Trust,"
consisting
of the Interest Rate Swap Agreement, the Supplemental Interest
Trust Trustee's
rights under the Interest Rate Swap Agreement, the Swap Account and
the Cap
Carryover Reserve Account. The Supplemental Interest Trust is not
an asset of
any REMIC created hereunder.
Supplemental Interest Trust Trustee: Wells Fargo Bank, N.A., or
any
successor Supplemental Interest Trust Trustee appointed as herein
provided.
Swap Account: The Eligible Account or Accounts created and
maintained
pursuant to Section 5.11. The Swap Account shall not be an asset of
any REMIC
formed under this Agreement.
Swap LIBOR: A per annum rate equal to the floating rate payable by
the Swap
Provider under the Interest Rate Swap Agreement.
Swap Notional Amount: With respect to each Distribution Date, the
related
notional amount set forth on Schedule A of the Interest Rate Swap
Agreement.
Swap Provider: Bank of America, National Association.
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<PAGE>
Swap Termination Payment: Any payment payable by the Supplemental
Interest
Trust or the Swap Provider upon termination of the Interest Rate
Swap Agreement
as a result of an Event of Default (as defined in the Interest Rate
Swap
Agreement) or a Termination Event (as defined in the Interest Rate
Swap
Agreement).
Targeted Overcollateralization Amount: As of any Distribution Date
(x)
prior to the Stepdown Date, 0.35% of the aggregate Stated Principal
Balance of
the Mortgage Loans on the Cut-off Date and (y) on and after the
Stepdown Date,
(i) if a Trigger Event has not occurred, the greater of (A) 0.70%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of last
day of the
related Collection Period and (B) 0.35% of the aggregate Stated
Principal
Balance of the Mortgage Loans on the Cut-off Date and (ii) if a
Trigger Event
has occurred, the Targeted Overcollateralization Amount for the
immediately
preceding Distribution Date.
Tax Matters Person: Any person designated as "tax matters person"
in
accordance with Section 5.07 and the manner provided under Treasury
Regulation
ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.
Telerate Page 3750: The display page currently so designated on the
Reuters
Telerate Service (or such other page as may replace the Telerate
Page 3750 page
on that service for the purpose of displaying London interbank
offered rates of
major banks).
Treasury Regulations: The final and temporary regulations
promulgated under
the Code by the U.S. Department of the Treasury.
Trigger Event: With respect to any Distribution Date, if (i)
the
three-month rolling average of 60+ Day Delinquent Loans equals or
exceeds 50.00%
of the Senior Enhancement Percentage or (ii) the aggregate amount
of Realized
Losses incurred on the Mortgage Loans since the Cut-off Date
through the last
day of the related Collection Period (reduced by the aggregate
amount of
Recoveries related to the Mortgage Loans received since the Cut-off
Date through
the last day of the related Collection Period on the Mortgage
Loans) divided by
the aggregate Cut-off Date Principal Balance exceeds the applicable
percentages
set forth below with respect to such Distribution Date:
Distribution Date Occurring In Percentage
------------------------------ ----------
December 2008 through November 2009 0.20% for the first month, plus
an
additional 1/12th of 0.35% for each
month thereafter
December 2009 through November 2010 0.55% for the first month, plus
an
additional 1/12th of 0.40% for each
month thereafter
December 2010 through November 2011 0.95% for the first month, plus
an
additional 1/12th of 0.40% for each
month thereafter
December 2011 through November 2012 1.35% for the first month, plus
an
additional 1/12th of 0.25% for each
month thereafter
December 2012 and thereafter 1.60%
Trust: The trust created by this Agreement, which shall be named
the "Banc
of America Funding 2006-8T2 Trust."
-38-
<PAGE>
Trust Estate: The segregated pool of assets subject hereto,
constituting
the primary trust created hereby and to be administered hereunder,
with respect
to a portion of which three REMIC elections are to be made, such
entire Trust
Estate consisting of: (i) such Mortgage Loans as from time to time
are subject
to this Agreement, together with the Mortgage Files relating
thereto, and
together with all collections thereon and proceeds thereof, (ii)
any REO
Property, together with all collections thereon and proceeds
thereof, (iii) the
Trustee's rights with respect to the Mortgage Loans under all
insurance policies
required to be maintained pursuant to this Agreement and any
proceeds thereof,
(iv) the Depositor's rights under the Servicing Agreements and the
Mortgage Loan
Purchase Agreement (including any security interest created
thereby) and (v) the
Servicer Custodial Accounts, the Master Servicer Custodial Account,
the Cap
Carryover Reserve Account and the Certificate Account and such
assets that are
deposited therein from time to time and any investments thereof,
together with
any and all income, proceeds and payments with respect thereto.
Trustee: U.S. Bank National Association, and its
successors-in-interest
and, if a successor trustee is appointed hereunder, such successor,
as trustee.
Uncertificated Accrued Interest: With respect to each
Uncertificated
Lower-Tier Regular Interest, Uncertificated Middle-Tier Regular
Interest or
Upper-Tier Regular Interest (other than the Class CE Upper-Tier
Regular Interest
and the Class Swap-IO Upper-Tier Regular Interest) and each
Distribution Date,
an amount equal to one month's interest at the related Pass-Through
Rate on the
Uncertificated Balance of such Uncertificated Lower-Tier Regular
Interest,
Uncertificated Middle-Tier Regular Interest or Upper-Tier Regular
Interest. With
respect to the Class CE Upper-Tier Regular Interest on each
Distribution Date,
an amount equal to one month's interest at its Pass-Through Rate on
its Notional
Amount. In the case of each Uncertificated Lower-Tier Regular
Interest,
Uncertificated Middle-Tier Regular Interest or Upper-Tier Regular
Interest,
Uncertificated Accrued Interest will be reduced by any Relief Act
Reductions,
allocated to such Uncertificated Lower-Tier Regular Interest,
Uncertificated
Middle-Tier Regular Interest or Upper-Tier Regular Interest based
on their
respective entitlements to interest irrespective of any Relief Act
Reductions
for such Distribution Date. The Class Swap-IO Upper Tier Regular
Interest will
be entitled to 100% of the amounts distributed on the Class MRI-IO
Interest.
Uncertificated Balance: The amount of any Uncertificated Lower-Tier
Regular
Interest, Uncertificated Middle-Tier Regular Interest (other than
the Class
MRI-IO Interest) or Upper-Tier Regular Interest (other than the
Class Swap-IO
Upper-Tier Regular Interest) outstanding as of any date of
determination. As of
the Closing Date, the Uncertificated Balance of each Uncertificated
Lower-Tier
Regular Interest, Uncertificated Middle-Tier Regular Interest
(other than the
Class MRI-IO Interest) or Upper-Tier Regular Interest (other than
the Class
Swap-IO Upper-Tier Regular Interest) shall equal the amount set
forth in the
Preliminary Statement hereto as its initial Uncertificated Balance.
On each
Distribution Date, the Uncertificated Balance of each
Uncertificated Lower-Tier
Regular Interest, Uncertificated Middle-Tier Regular Interest
(other than the
Class MRI-IO Interest) or Upper-Tier Regular Interest (other than
the Class
Swap-IO Upper-Tier Regular Interest) shall be reduced by all
distributions of
principal made on such Uncertificated Lower-Tier Regular
Interest,
Uncertificated Middle-Tier Regular Interest or Upper-Tier Regular
Interest on
such Distribution Date pursuant to Section 5.02 and, if and to the
extent
necessary and appropriate, shall be further reduced on such
Distribution Date by
Realized Losses as provided in Section 5.03. The Uncertificated
Balance of the
Class MRI-ZZ Interest shall be increased by interest deferrals as
provided in
Section 5.02. With respect to the Class MRI-IO Middle-Tier Regular
Interest, its
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<PAGE>
Uncertificated Notional Amount, the Uncertificated Balance of
each
Uncertificated Lower-Tier Regular Interest, Uncertificated
Middle-Tier Regular
Interest or Upper-Tier Regular Interest shall never be less than
zero.
Uncertificated Lower-Tier Interests: The Uncertificated Lower-Tier
Regular
Interests and the LR interest, which represents the sole class of
residual
interest in the Lower-Tier REMIC.
Uncertificated Lower-Tier Regular Interest: A regular interest in
the
Lower-Tier REMIC which is held as an asset of the Middle-Tier REMIC
and is
entitled to monthly distributions as provided in Section 5.02
hereof. Any of the
Class LRI-I Interest and the Class LRI-1-A Interest through the
Class LRI-23-B
Interest are Uncertificated Lower-Tier Regular Interests.
Uncertificated Lower-Tier REMIC Pass-Through Rate: With respect to
the
Class LRI-I Interest, a per annum rate equal to the weighted
average of the Net
Mortgage Interest Rates of the Mortgage Loans. With respect to
each
Uncertificated Lower-Tier Regular Interest ending with the
designation "A," a
per annum rate equal to the weighted average of the Net Mortgage
Interest Rates
of the Mortgage Loans multiplied by 2, subject to a maximum rate of
the Fixed
Payer Rate multiplied by 2. With respect to each Uncertificated
Lower-Tier
Regular Interest ending with the designation "B," a per annum rate
equal to the
excess, if any, of (i) 2 multiplied by the weighted average of the
Net Mortgage
Interest Rates of the Mortgage Loans over (ii) the Fixed Payer Rate
multiplied
by 2 (or 0.00% if there is no such excess).
Uncertificated Middle-Tier Interests: The Uncertificated
Middle-Tier
Regular Interests and the MR Interest, which represents the sole
class of
residual interest in the Middle-Tier REMIC.
Uncertificated Middle-Tier Regular Interest: A regular interest in
the
Middle-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and is
entitled to monthly distributions as provided in Section 5.02
hereof. Any of the
Class MRI-AA Interest, the Middle-Tier Corresponding Marker
Interests, the Class
MRI-ZZ Interest, the Class MRI-IO Interest and the Class MRI-P
Interest are
Uncertificated Middle-Tier Regular Interests.
Uncertificated Middle-Tier REMIC Pass-Through Rate: With respect to
the
Class MRI-AA Interest, the Middle-Tier Corresponding Marker
Interests, the Class
MRI-ZZ Interest and the Class MRI-P Interest, a per annum rate (but
not less
than zero) equal to the weighted average of: (x) with respect to
the Class LRI-I
Interest and each Uncertificated Lower-Tier Interest ending with
the designation
"B," the weighted average of the Uncertificated Lower-Tier REMIC
Pass-Through
Rates for such Uncertificated Lower-Tier Regular Interests,
weighted on the
basis of the Uncertificated Balances of such Uncertificated
Lower-Tier Regular
Interests for each such Distribution Date and (y) with respect to
Uncertificated
Lower-Tier Interests ending with the designation "A," for each
Distribution Date
listed below, the weighted average of the rates listed below for
each such
Uncertificated Lower-Tier Regular Interest listed below, weighted
on the basis
of the Uncertificated Balances of each such Uncertificated
Lower-Tier Interest
for each such Distribution Date:
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<PAGE>
<TABLE>
<CAPTION>
Distribution
Date Uncertificated Lower-Tier Interest Rate
---- ---------------------------------- ----
<S> <C>
1 LRI-1-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to a
maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
2 LRI-2-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to a
maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A Uncertificated Lower-Tier REMIC Pass-Through Rate
3 LRI-3-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to a
maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A and LRI-2-A Uncertificated Lower-Tier REMIC Pass-Through
Rate
4 LRI-4-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to a
maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-3-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
5 LRI-5-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to a
maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-4-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
6 LRI-6-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to a
maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-5-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
7 LRI-7-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to a
maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-6-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
8 LRI-8-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to a
maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-7-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
9 LRI-9-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to a
maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-8-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
10 LRI-10-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to
a maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-9-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
11 LRI-11-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to
a maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-10-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
12 LRI-12-A through LRI-23-A
2 multiplied by Swap LIBOR, subject to a maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-11-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
13 LRI-13-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to
a maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-12-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
14 LRI-14-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to
a maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
</TABLE>
-41-
<PAGE>
<TABLE>
<CAPTION>
Distribution
Date Uncertificated Lower-Tier Interest Rate
---- ---------------------------------- ----
<S> <C>
LRI-1-A through LRI-13-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
15 LRI-15-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to
a maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-14-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
16 LRI-16-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to
a maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-15-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
17 LRI-17-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to
a maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-16-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
18 LRI-18-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to
a maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-17-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
19 LRI-19-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to
a maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-18-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
20 LRI-20-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to
a maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-19-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
21 LRI-21-A through LRI-23-A 2 multiplied by Swap LIBOR, subject to
a maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-20-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
22 LRI-22-A and LRI-23-A 2 multiplied by Swap LIBOR, subject to a
maximum rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-21-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
23 LRI-23-A 2 multiplied by Swap LIBOR, subject to a maximum
rate
of Uncertificated Lower-Tier REMIC Pass-Through Rate
LRI-1-A through LRI-22-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
thereafter LRI-1-A through LRI-23-A Uncertificated Lower-Tier REMIC
Pass-Through Rate
</TABLE>
With respect to the Class MRI-IO Interest and (i) the first
Distribution
Date through the 23rd Distribution Date, the excess, if any, of (x)
the weighted
average of the Uncertificated Lower-Tier REMIC Pass-Through Rates
for
Uncertificated Lower-Tier Interests including the designation "A,"
over (y) 2
multiplied by Swap LIBOR (or 0.00% if there is no such excess) and
(ii)
thereafter, 0.00%.
Uncertificated Notional Amount: With respect to the Class MRI-IO
Interest
and each Distribution Date listed below, a notional amount equal to
the
aggregate Uncertificated Balances of the Uncertificated Lower-Tier
Interests
ending with the designation "A" listed below:
-42-
<PAGE>
Distribution
Date Uncertificated Lower-Tier Interests
----------------- -----------------------------------
1 LRI-1-A through LRI-23-A
2 LRI-2-A through LRI-23-A
3 LRI-3-A through LRI-23-A
4 LRI-4-A through LRI-23-A
5 LRI-5-A through LRI-23-A
6 LRI-6-A through LRI-23-A
7 LRI-7-A through LRI-23-A
8 LRI-8-A through LRI-23-A
9 LRI-9-A through LRI-23-A
10 LRI-10-A through LRI-23-A
11 LRI-11-A through LRI-23-A
12 LRI-12-A through LRI-23-A
13 LRI-13-A through LRI-23-A
14 LRI-14-A through LRI-23-A
15 LRI-15-A through LRI-23-A
16 LRI-16-A through LRI-23-A
17 LRI-17-A through LRI-23-A
18 LRI-18-A through LRI-23-A
19 LRI-19-A through LRI-23-A
20 LRI-20-A through LRI-23-A
21 LRI-21-A through LRI-23-A
22 LRI-22-A and LRI-23-A
23 LRI-23-A
thereafter $0.00
With respect to the Class Swap-IO Interest and any Distribution
Date, an amount
equal to the Uncertificated Notional Amount of the Class MRI-IO
Interest.
Uncertificated Upper-Tier REMIC Pass-Through Rate: As set forth in
the
Preliminary Statement.
Underwriter's Exemption: An exemption listed in footnote 1 of, and
as
amended by, Prohibited Transaction Exemption 2002-41, 67 Fed Reg
54487 (August
22, 2002) and any successor exemption.
Unpaid Realized Loss Amount: For any Class of Senior
Certificates,
Mezzanine Certificates or Class B Certificates and as to any
Distribution Date,
the excess of (x) the cumulative amount of Applied Realized Loss
Amounts
allocated to such Class for all prior Distribution Dates over (y)
the sum of (a)
the cumulative amount of any Recoveries allocated to such Class,
(b) the
cumulative amount of Realized Loss Amortization Amounts with
respect to such
Class for all prior Distribution Dates and (c) the cumulative
amount of Unpaid
Realized Loss Amounts reimbursed to such Class for all prior
Distribution Dates
from the Supplemental Interest Trust.
Upper-Tier Interests: The Upper-Tier Regular Interests and the UR
interest,
which represents the sole class of residual interest in the
Upper-Tier REMIC.
Upper-Tier Certificate Sub-Account: The sub-account of the
Certificate
Account designated by the Securities Administrator pursuant to
Section 3.09(h).
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<PAGE>
Upper-Tier Regular Interest: Any of the regular interests in the
Upper-Tier
REMIC listed in the Preliminary Statement, the ownership of which
is
represented, in part, by the Certificates and the Class Swap-IO
Interest.
Upper-Tier REMIC: As defined in the Preliminary Statement, the
assets of
which consist of the Uncertificated Middle-Tier Interests and such
amounts as
shall be deemed 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
which is allocated to any Certificate. As of any date of
determination, (a) 97%
of all Voting Rights shall be allocated to the Holders of the
Senior
Certificates (other than the Class A-R Certificate), the Mezzanine
Certificates
and the Class B Certificates in proportion to the Certificate
Balances of their
respective Certificates, (b) 1% of all Voting Rights shall be
allocated to the
Holders of the Class A-R Certificate, (c) 1% of all Voting Rights
shall be
allocated to the Holders of the Class CE Certificates and (c) 1% of
all Voting
Rights shall be allocated to the Holders of the Class P
Certificates.
Wells Fargo: Wells Fargo Bank, N.A., in its capacity as Servicer
under the
Wells Fargo Servicing Agreement.
Wells Fargo Servicing Agreement: Collectively, (i) that certain
Servicing
Agreement, dated as of July 1, 2006, by and between BANA and Wells
Fargo and
(ii) the Assignment, Assumption and Recognition Agreement, dated
November 29,
2006, by and among BANA, the Depositor, the Trustee, the Master
Servicer and
Wells Fargo.
Section 1.02 Interest Calculations.
----------------------
All calculations of interest with respect to the Certificates
(other than
the Class A-1 and Class A-3 Certificates) will be made on a 360-day
year
consisting of twelve (12) 30-day months. All calculations of
interest with
respect to the Class A-1 and Class A-3 Certificates will be made on
a 360-day
year consisting of twelve (12) months, each of which has the actual
number of
days in such month. All dollar amounts calculated hereunder shall
be rounded to
the nearest penny with one-half of one penny being rounded
down.
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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 and the related Mortgage Files, including all
interest and
principal received on or with respect to the Mortgage Loans (other
than payments
of principal and interest due and payable on the Mortgage Loans on
or before the
Cut-off Date) and the Depositor's rights under the BANA Servicing
Agreement and
under the Mortgage Loan Purchase Agreement, including the rights of
the
Depositor as assignee of the Sponsor with respect to the Sponsor's
rights under
the Servicing Agreements (other than the BANA Servicing Agreement).
The
foregoing sale, transfer, assignment and set over does not and is
not intended
to result in a creation of an assumption by the Trustee of any
obligation of the
Depositor or any other Person in connection with the Mortgage Loans
or any
agreement or instrument relating thereto, except as specifically
set forth
herein. It is agreed and understood by the parties hereto that it
is not
intended that any mortgage loan be included in the Trust that is a
"High-Cost
Home Loan" as defined in any of (i) the New Jersey Home Ownership
Act effective
November 27, 2003, (ii) the New Mexico Home Loan Protection Act
effective
January 1, 2004, (iii) the Massachusetts Predatory Home Loan
Practices Act
effective November 7, 2004 or (iv) the Indiana Home Loan Practices
Act,
effective January 1, 2005.
(b) In connection with such transfer and assignment, the Depositor
has
delivered or caused to be delivered to the Trustee, or a Custodian
on behalf of
the Trustee, for the benefit of the Certificateholders, the
following documents
or instruments with respect to each Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile
signature in the following form: "Pay to the order of U.S. Bank
National
Association, as trustee for holders of Banc of America Funding
Corporation
Mortgage Pass-Through Certificates, Series 2006-8T2, without
recourse,"
with all necessary intervening endorsements showing a complete
chain of
endorsement from the originator to the Trustee (each such
endorsement being
sufficient to transfer all right, title and interest of the party
so
endorsing, as noteholder or assignee thereof, in and to that
Mortgage Note)
and, in the case of any Mortgage Loan originated in the State of
New York
documented by a NYCEMA, the NYCEMA, the new Mortgage Note, if
applicable,
the consolidated Mortgage Note and the consolidated Mortgage;
(ii) the original recorded Mortgage with evidence of a
recording
thereon, or if any such Mortgage has not been returned from the
applicable
recording office or has been lost, or if such public recording
office
retains the original recorded Mortgage, a copy of such Mortgage
certified
by the applicable Servicer (which may be part of a blanket
certification)
as being a true and correct copy of the Mortgage;
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<PAGE>
(iii) subject to the provisos at the end of this paragraph, a
duly
executed Assignment of Mortgage to "U.S. Bank National Association,
as
trustee for the holders of Banc of America Funding Corporation
Mortgage
Pass-Through Certificates, Series 2006-8T2" (which may be included
in a
blanket assignment or assignments), together with originals of all
interim
recorded assignments of such mortgage or a copy of such interim
assignment
certified by the applicable Servicer (which may be part of a
blanket
certification) as being a true and complete copy of the original
recorded
intervening assignments of Mortgage (each such assignment, when
duly and
validly completed, to be in recordable form and sufficient to
effect the
assignment of and transfer to the assignee thereof, under the
Mortgage to
which the assignment relates); provided that, if the related
Mortgage has
not been returned from the applicable public recording office,
such
Assignment of Mortgage may exclude the information to be provided
by the
recording office; and provided, further, if the related Mortgage
has been
recorded in the name of Mortgage Electronic Registration Systems,
Inc.
("MERS") or its designee, no Assignment of Mortgage ---- in favor
of the
Trustee will be required to be prepared or delivered and instead,
the
Master Servicer shall enforce the obligations of the applicable
Servicer to
take all actions as are necessary to cause the Trust to be shown as
the
owner of the related Mortgage Loan on the records of MERS for
purposes of
the system of recording transfers of beneficial ownership of
mortgages
maintained by MERS;
(iv) the originals of all assumption, modification, consolidation
or
extension agreements, if any, with evidence of recording thereon,
if any;
(v) any of (A) the original or duplicate original mortgagee
title
insurance policy and all riders thereto, (B) a title search showing
no lien
(other than standard exceptions) on the Mortgaged Property senior
to the
lien of the Mortgage or (C) an opinion of counsel of the type
customarily
rendered in the applicable jurisdiction in lieu of a title
insurance
policy;
(vi) the original of any guarantee executed in connection with
the
Mortgage Note;
(vii) for each Mortgage Loan, if any, which is secured by a
residential long-term lease, a copy of the lease with evidence of
recording
indicated thereon, or, if the lease is in the process of being
recorded, a
photocopy of the lease, certified by an officer of the respective
prior
owner of such Mortgage Loan or by the applicable title insurance
company,
closing/settlement/escrow agent or company or closing attorney to
be a true
and correct copy of the lease transmitted for recordation;
(viii) the original of any security agreement, chattel mortgage
or
equivalent document executed in connection with the Mortgage;
and
(ix) for each Mortgage Loan secured by Cooperative Stock, the
originals of the following documents or instruments:
(A) The Cooperative Stock Certificate;
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<PAGE>
(B) The stock power executed in blank;
(C) The executed Cooperative Lease;
(D) The executed Recognition Agreement;
(E) The executed assignment of Recognition Agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate
UCC
financing statements required by state law, evidencing a complete
and
unbroken line from the mortgagee to the Trustee with evidence
of
recording thereon (or in a form suitable for recordation).
provided, however, that on the Closing Date, with respect to item
(iii), if an
Assignment of Mortgage is required to be recorded as set forth
below, the
Depositor has delivered to the Trustee or a Custodian on behalf of
the Trustee,
as the case may be, a copy of such Assignment of Mortgage in blank
rather than
in the name of the Trustee and has caused the applicable Servicer
to retain the
completed Assignment of Mortgage for recording as described below,
unless such
Mortgage has been recorded in the name of MERS or its designee. In
addition, if
the Depositor is unable to deliver or cause the delivery of any
original
Mortgage Note due to the loss of such original Mortgage Note, the
Depositor may
deliver a copy of such Mortgage Note, together with a lost note
affidavit, and
shall thereby be deemed to have satisfied the document delivery
requirements of
this Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot
deliver (A)
the Mortgage, (B) all interim recorded assignments, (C) all
assumption,
modification, consolidation or extension agreements, if any, or (D)
the lender's
title policy, if any, (together with all riders thereto), if
applicable,
satisfying the requirements of clause (ii), (iii), (iv) or (v)
above,
respectively, concurrently with the execution and delivery hereof
because such
document or documents have not been returned from the applicable
public
recording office in the case of clause (ii), (iii) or (iv) above,
or because the
title policy, if applicable, has not been delivered to any of the
related
Servicer, the Sponsor or the Depositor, as applicable, by the
applicable title
insurer, if any, in the case of clause (v) above, the Depositor
shall promptly
deliver or cause to be delivered to the Trustee or a Custodian on
behalf of the
Trustee, as the case may be, in the case of clause (ii), (iii) or
(iv) above,
such Mortgage, such interim assignment or such assumption,
modification,
consolidation or extension agreement, as the case may be, with
evidence of
recording indicated thereon upon receipt thereof from the public
recording
office, but in no event shall any such delivery of any such
documents or
instruments be made later than one (1) year following the Closing
Date, unless,
in the case of clause (ii), (iii) or (iv) above, there has been a
continuing
delay at the applicable recording office or, in the case of clause
(v), there
has been a continuing delay at the applicable insurer and the
Depositor has
delivered an Officer's Certificate to such effect to the Trustee.
The Depositor
shall forward or cause to be forwarded to the Trustee or a
Custodian, on behalf
of the Trustee, as the case may be, (1) from time to time
additional original
documents evidencing an assumption or modification of a Mortgage
Loan and (2)
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<PAGE>
any other documents required to be delivered by the Depositor, or
the applicable
Servicer to the Trustee or a Custodian on the Trustee's behalf, as
the case may
be. In the event that the 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 Depositor
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.
With respect to each Mortgage Loan, as promptly as practicable
subsequent
to such transfer and assignment, the Master Servicer shall (except
for any
Mortgage which has been recorded in the name of MERS or its
designee) enforce
the obligations of the related Servicer pursuant to the related
Servicing
Agreement to (I) cause each Assignment of Mortgage to be in proper
form for
recording in the appropriate public office for real property
records within the
time period required in the applicable Servicing Agreement 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 related Servicer has not received the information required to
prepare such
assignment in recordable form, such 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 accordance with the applicable
Servicing
Agreement.
No recording of an Assignment of Mortgage will be required in a
state if
either (i) the Depositor furnishes to the Trustee and the
Securities
Administrator an unqualified Opinion of Counsel reasonably
acceptable to the
Trustee and the Securities Administrator 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.
Exhibit J attached hereto sets forth the list of all states where
recordation is
required by any Rating Agency to obtain the initial ratings of the
Certificates.
The Securities Administrator and the Trustee may rely and shall be
protected in
relying upon the information contained in such Exhibit J.
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 a Custodian on the Trustee's behalf, will cause the
applicable
Servicer to remit to the Master Servicer for deposit in the Master
Servicer
Custodial Account the portion of such payment that is required to
be deposited
in the such account pursuant to Section 3.09.
Section 2.02 Acceptance by the Trustee or Custodian of the Mortgage
Loans.
-------------------------------------------------------------
Subject to the provisions of the following paragraph, the Trustee
declares
that it, or a Custodian as its agent, will hold the documents
referred to in
Section 2.01 and the other documents delivered to it or a Custodian
as its
agent, as the case may be, constituting the Mortgage Files, and
that it will
hold such other assets as are included in the Trust Estate
delivered to it, in
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<PAGE>
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 a Custodian to deliver to the Depositor, the
Master
Servicer and the NIMS Insurer a certification in the form attached
hereto as
Exhibit K (the "Initial Certification") to the effect that, except
as may be
specified in a list of exceptions attached thereto, such Person 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 a Custodian, on behalf of the
Trustee, to review,
the Mortgage Files in such Person's possession, and shall deliver
to the
Depositor, the Master Servicer and the NIMS Insurer a certification
in the form
attached hereto as Exhibit L (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). In performing any such review, the Trustee or a
Custodian, as
the case may be, may conclusively rely on the purported genuineness
of any such
document and any signature thereon.
If, in the course of such review, a 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 or if the
Depositor, the
Master Servicer, the Trustee, a Custodian, the NIMS Insurer or the
Securities
Administrator discovers a breach by a Servicer, the Sponsor or the
Depositor of
any representation, warranty or covenant under the Servicing
Agreements, the
Mortgage Loan Purchase Agreement or this Agreement, as the case may
be, in
respect of any Mortgage Loan and such breach materially adversely
affects the
interest of the Certificateholders in the related Mortgage Loan
(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), then
such party shall promptly so notify the Master Servicer, the
Sponsor, such
Servicer, the Securities Administrator, the Trustee, the NIMS
Insurer and the
Depositor of such failure to meet the requirements of Section 2.01
or of such
breach and request that the applicable Servicer, the Sponsor or the
Depositor,
as applicable, deliver such missing documentation or cure such
defect or breach
within 90 days of its discovery or its receipt of notice of any
such failure to
meet the requirements of Section 2.01 or of such breach. If the
Trustee receives
written notice that the Depositor, the Sponsor or the applicable
Servicer, as
the case may be, has not delivered such missing document or cured
such defect or
breach in all material respects during such period, the Trustee, on
behalf of
the Trust, shall enforce the applicable Servicer's, the Sponsor's
or the
Depositor's obligation, as the case may be, under the applicable
Servicing
Agreement, the Mortgage Loan Purchase Agreement or this Agreement,
as the case
may be, and cause the applicable Servicer, the Sponsor or the
Depositor, as the
case may be, to 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 Trust at the Purchase 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 must 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.
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<PAGE>
Notwithstanding any contrary provision of this Agreement, no
substitution
pursuant to this Section 2.02 shall be made more than 90 days after
the Closing
Date unless the Depositor delivers to the Securities Administrator
an Opinion of
Counsel, which Opinion of Counsel shall not be at the expense of
either the
Trustee, the Securities Administrator or the Trust Estate,
addressed to the
Trustee and the Securities Administrator, to the effect that such
substitution
will not (i) result in the imposition of the tax on "prohibited
transactions" on
any REMIC created hereunder or contributions after the Start-up
Day, as defined
in Sections 860F(a)(2) and 860G(d) of the Code, respectively or
(ii) cause any
REMIC created hereunder to fail to qualify as a REMIC at any time
that any
Certificates are outstanding.
It is understood that the scope of the Trustee's review (or a
Custodian's
review on its behalf) 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 applicable Mortgage
Loans
identified in the related Mortgage Loan Schedule based solely upon
the review of
items (i) and (xi) in the definition of Mortgage Loan Schedule.
Neither the
Trustee nor any 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.
If the Trustee receives written notice from the Depositor, the
Master
Servicer or the Securities Administrator of a breach of any
representation or
warranty of a related Servicer or the Sponsor, the Trustee, on
behalf of the
Trust, shall enforce the rights of the Trust under the Servicing
Agreements, the
Mortgage Loan Purchase Agreement and this Agreement for the benefit
of the
Certificateholders. If the Trustee receives written notice from the
Depositor,
the Master Servicer or the Securities Administrator of a breach of
the
representations or warranties with respect to the Mortgage Loans
set forth in a
Servicing Agreement, the Trustee, on behalf of the Trust, shall
enforce the
right of the Trust to be indemnified for such breach of
representation or
warranty. In addition, if the Trustee receives written notice from
the
Depositor, the Master Servicer or the Securities Administrator of a
breach of a
representation with respect to a Mortgage Loan set forth in clauses
(k) or (o)
of paragraph 3 or clauses (f) and (oo) of paragraph 4 of the
Mortgage Loan
Purchase Agreement that occurs as a result of a violation of an
applicable
predatory or abusive lending law, the Trustee, on behalf of the
Trust, shall
enforce the right of the Trust to reimbursement by the Sponsor for
all costs or
damages incurred by the Trust as a result of the violation of such
law (such
amount, the "Reimbursement Amount"), but in the case of a breach of
a
representation set forth in clauses (k) or (o) of paragraph 3 of
the Mortgage
Loan Purchase Agreement, only to the extent the applicable Servicer
does not so
reimburse the Trust. It is understood and agreed that, except for
any
indemnification provided in the Servicing Agreements and the
payment of any
Reimbursement Amount, the obligation of a Servicer, the Sponsor or
the Depositor
to cure or to repurchase (or to substitute for) any Mortgage Loan
as to which a
document is missing, a material defect in a constituent document
exists or as to
which such a breach has occurred and is continuing shall constitute
the sole
remedy against a Servicer, the Sponsor or the Depositor in respect
of such
omission, defect or breach available to the Trustee on behalf of
the Trust and
the Certificateholders.
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<PAGE>
With respect to the representations and warranties relating to the
Mortgage
Loans set forth in the Mortgage Loan Purchase Agreement that are
made to the
best of the Sponsor's knowledge or as to which the Sponsor had no
knowledge, if
it is discovered by the Depositor, the Master Servicer, the NIMS
Insurer or the
Trustee that the substance of such representation or warranty is
inaccurate and
such inaccuracy materially and adversely affects the interest of
the
Certificateholders in the related Mortgage Loan then,
notwithstanding the
Sponsor's lack of knowledge with respect to the substance of such
representation
or warranty being inaccurate at the time the representation or
warranty was
made, such inaccuracy shall be deemed a breach of the applicable
representation
or warranty.
It is understood and agreed that the representations and
warranties
relating to the Mortgage Loans set forth in the Mortgage Loan
Purchase Agreement
shall survive delivery of the Mortgage Files to the Trustee or a
Custodian on
the Trustee's behalf and shall inure to the benefit of the
Certificateholders
notwithstanding any restrictive or qualified endorsement or
assignment. It is
understood and agreed that the obligations of the Sponsor set forth
in this
Section 2.02 to cure, substitute for or repurchase a Mortgage Loan
pursuant to
the Mortgage Loan Purchase Agreement constitute the sole remedies
available to
the Certificateholders and to the Trustee on their behalf
respecting a breach of
the representations and warranties contained in the Mortgage Loan
Purchase
Agreement.
The representations and warranties of each Servicer with respect to
the
applicable Mortgage Loans in the related Servicing Agreement, which
have been
assigned to the Trustee hereunder, were made as of the date
specified in such
Servicing Agreement. To the extent that any fact, condition or
event with
respect to a Mortgage Loan constitutes a breach of both (i) a
representation or
warranty of a Servicer under the related Servicing Agreement and
(ii) a
representation or warranty of the Sponsor under the Mortgage Loan
Purchase
Agreement, the only right or remedy of the Trustee or of any
Certificateholder
shall be the Trustee's right, on behalf of the Trust, to enforce
the obligations
of the applicable Servicer under any applicable representation or
warranty made
by it. It is hereby acknowledged that the Sponsor shall have no
obligation or
liability with respect to any breach of a representation or
warranty made by it
with respect to the Mortgage Loans if the fact, condition or event
constituting
such breach also constitutes a breach of a representation or
warranty made by
the applicable Servicer in the applicable Servicing Agreement,
without regard to
whether such Servicer fulfills its contractual obligations in
respect of such
representation or warranty. It is hereby further acknowledged that
the Depositor
shall have no obligation or liability with respect to any breach of
any
representation or warranty with respect to the Mortgage Loans
(except as set
forth in Section 2.04) under any circumstances.
With respect to each Substitute Mortgage Loan the applicable
Servicer, the
Sponsor or the Depositor, as the case may be, shall deliver to the
Trustee (or a
Custodian on behalf of the Trustee), for the benefit of the
Certificateholders,
the documents and agreements 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. For the
month of substitution, distributions to Certificateholders will
include the
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<PAGE>
Monthly Payment due for such month on any Defective Mortgage Loan
for which the
Depositor, the Sponsor or a Servicer has substituted a Substitute
Mortgage Loan.
The Master 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 Master Servicer shall deliver the amended
Mortgage Loan
Schedule to the Securities Administrator, the Trustee, the NIMS
Insurer and any
Custodian. Upon such substitution of a Mortgage Loan by the
Depositor, the
Sponsor or a Servicer, each Substitute Mortgage Loan shall be
subject to the
terms of this Agreement in all respects, and the Depositor or the
Sponsor, as
the case may be, 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 paragraph 4 of the
Mortgage Loan
Purchase Agreement and the applicable Servicer shall be deemed to
have made to
the Trustee with respect to such Substitute Mortgage Loan, as of
the date of
substitution, the mortgage loan representations and warranties made
pursuant to
the applicable Servicing Agreement. Upon any such substitution and
the deposit
to the Master Servicer Custodial Account of any required
Substitution Adjustment
Amount (as described in the next paragraph) and receipt by the
Trustee of a
Request for Release, the Trustee shall release, or shall direct a
Custodian to
release, the Mortgage File relating to such Defective Mortgage Loan
to
applicable Person and shall execute and deliver at such Person's
direction such
instruments of transfer or assignment prepared by such Person,
without recourse,
as shall be necessary to vest title in such Person 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, the Sponsor or a Servicer
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 substituted by such Person as of the date
of
substitution is less than the aggregate Stated Principal Balance of
all such
Defective Mortgage Loans substituted by such Person (after
application of the
principal portion of the Monthly Payments due in the month of
substitution) (the
"Substitution Adjustment Amount") plus an amount equal to the
aggregate of any
unreimbursed Advances with respect to such Defective Mortgage Loans
shall be
remitted by such Person to the Master Servicer for deposit to the
Master
Servicer Custodial Account on or before the 18th day of 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 a Custodian to retain,
as
applicable, possession and custody of each Mortgage File in
accordance with and
subject to the terms and conditions set forth herein. The Master
Servicer shall
cause to be promptly delivered to the Trustee or a Custodian on
behalf of the
Trustee, as the case may be, 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 Master
Servicer's
possession from time to time.
Neither the Trustee nor any Custodian shall be under any 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
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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 or a Custodian on its behalf, as
applicable,
shall only be responsible for confirming that a title search or
opinion of
counsel has been provided for such Mortgage Loan.
Section 2.03 Representations, Warranties and Covenants of the
Master
-----------------------------------------------------------
Servicer.
---------
The Master Servicer hereby makes the following representations
and
warranties to the Depositor, the Securities Administrator, the NIMS
Insurer and
the Trustee, as of the Closing Date:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the 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 securing
a
Mortgage Loan is located if the laws of such state require
licensing or
qualification in order to conduct business of the type conducted by
the
Master Servicer. The Master 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
Master 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
Master
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
the
rights of creditors 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 Master Servicer to make
this
Agreement valid and binding upon the Master 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 Master 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 Master
Servicer and
will not result in the breach of any term or provision of the
charter or
by-laws of the Master 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 Master
Servicer or its
property is subject, or result in the violation of any law,
rule,
regulation, order, judgment or decree to which the Master Servicer
or its
property is subject.
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<PAGE>
(iv) There is no action, suit, proceeding or investigation pending
or,
to the best knowledge of the Master Servicer, threatened against
the Master
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 Master Servicer, or in any
material
impairment of the right or ability of the Master 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 Master
Servicer
contemplated herein, or which would materially impair the ability
of the
Master 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 or
a Custodian
on the Trustee's behalf and shall inure to the benefit of the
Certificateholders.
Section 2.04 Representations and Warranties of the Depositor as to
the
------------------------------------------------------------
Mortgage Loans.
---------------
The Depositor hereby represents and warrants to the Trustee and the
NIMS
Insurer 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) 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.
(ii) As of the Closing Date, the Depositor has transferred all
right,
title and interest in the Mortgage Loans to the Trustee on behalf
of the
Trust.
(iii) As of the Closing Date, the Depositor has not transferred
the
Mortgage Loans to the Trustee on behalf of the Trust with any
intent to
hinder, delay or defraud any of its creditors.
(iv) Each Mortgage Loan is a "qualified mortgage" within the
meaning
of Section 860G(a)(3) of the Code and Treasury Regulation section
1.860G-2.
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 a Custodian on the Trustee's behalf and
shall inure to
the benefit of the Certificateholders.
Upon discovery by any of the Depositor, the Master Servicer, the
Securities
Administrator or the Trustee that any of the representations and
warranties set
forth in this Section 2.04 is not accurate (referred to herein as a
"breach")
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<PAGE>
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;
provided that a
breach of the representation that each Mortgage Loan is 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 Purchase 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 relates to the
representation that
each Mortgage Loan is 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. The Purchase Price of any
repurchase described
in this paragraph and the Substitution Adjustment Amount, if any,
shall be
remitted to the Master Servicer for deposit to the Master 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 Trust and 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 Upper-Tier Regular Interests
as
"regular interests" and the Class UR Interest as the single class
of "residual
interest" in the Upper-Tier REMIC for purposes of Code Section
860G(a)(1) and
860G(a)(2), respectively. The Depositor hereby further designates
(i) the
Uncertificated Middle-Tier Regular Interests as classes of "regular
interests"
and the class MR Interest as the single class of "residual
interest" in the
Middle-Tier REMIC for the purpose of Code Sections 860G(a)(1) and
860G(a)(2),
respectively, and (ii) the Uncertificated Lower-Tier Regular
Interests as
classes of "regular interests" and the Class LR Interest as the
single class of
"residual interest" in the Lower-Tier REMIC for purposes of Code
Section
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, the Middle-Tier REMIC and the 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, the Middle-Tier REMIC and the
Lower-Tier
REMIC is the Distribution Date immediately following the maturity
date for the
Mortgage Loan with the latest maturity date.
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Section 2.08 Execution and Delivery of Certificates.
---------------------------------------
The Securities Administrator (i) acknowledges the issuance of and
hereby
declares that it holds the Uncertificated Lower-Tier Regular
Interests on behalf
of the Middle-Tier REMIC and the Certificateholders, that it holds
the
Uncertificated Middle-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, Uncertificated
Middle-Tier
Interests and Uncertificated Lower-Tier Interests, together with
all other
assets included in the definition of "Trust Estate," receipt of
which is hereby
acknowledged, Certificates in authorized denominations which,
together with the
Class Swap-IO Interest, Uncertificated Middle-Tier Interests and
Uncertificated
Lower-Tier Interests, evidence ownership of the entire Trust
Estate. The
Securities Administrator acknowledges the obligation of the Class
CE
Certificates to pay Cap Carryover Amounts and declares that it
holds the same on
behalf of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6,
Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class M-1,
Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6 and Class B-1
Certificates,
respectively, which shall be treated as beneficially owning the
right to receive
the Cap Carryover Amounts. The Securities Administrator also
acknowledges the
obligation of the Offered Certificates, the Class B-1 Certificates
and the Class
CE Certificates to pay the Class IO Distribution Amount.
Section 2.09 Establishment of the Trust.
---------------------------
The Depositor does hereby establish, pursuant to the further
provisions of
this Agreement and the laws of the State of New York, an express
trust to be
known, for convenience, as "Banc of America Funding 2006-8T2 Trust"
and does
hereby appoint U.S. Bank National Association as Trustee in
accordance with the
provisions of this Agreement.
Section 2.10 Purpose and Powers of the Trust.
--------------------------------
The purpose of the common law trust, as created hereunder, is to
engage in
the following activities:
(a) to acquire and hold the Mortgage Loans and the other assets of
the
Trust Estate and the proceeds therefrom;
(b) to issue the Certificates sold to the Depositor in exchange for
the
Mortgage Loans;
(c) to make payments on the Certificates;
(d) to engage in those activities that are necessary, suitable
or
convenient to accomplish the foregoing or are incidental thereto or
connected
therewith; and
(e) subject to compliance with this Agreement, to engage in such
other
activities as may be required in connection with conservation of
the Trust
Estate and the making of distributions to the
Certificateholders.
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<PAGE>
The trust is hereby authorized to engage in the foregoing
activities.
Neither the Trustee nor the Securities Administrator shall cause
the trust to
engage in any activity other than in connection with the foregoing
or other than
as required or authorized by the terms of this Agreement (or those
ancillary
thereto) while any Certificate is outstanding, and this Section
2.10 may not be
amended, without the consent of the Certificateholders evidencing
51% or more of
the aggregate voting rights of the Certificates.
Section 2.11 Rights of the NIMS Insurer.
---------------------------
Each of the rights of the NIMS Insurer set forth in this Agreement
shall
exist so long as (i) the NIMS Insurer has undertaken to guarantee
certain
payments of notes issued pursuant to the Indenture and (ii) any
series of notes
issued pursuant to the Indenture remains outstanding or the NIMS
Insurer is owed
amounts in respect of its guarantee of payments on such notes;
provided,
however, the NIMS Insurer shall not have any rights hereunder
(except pursuant
to Section 11.01 in the case of clause (ii) below) during the
period of time, if
any, that (a) the NIMS Insurer has not undertaken to guarantee
certain payments
of notes issued pursuant to the Indenture or (ii) any default has
occurred and
is continuing under the insurance policy issued by the NIMS Insurer
with respect
to such notes.
ARTICLE III
ADMINISTRATION AND MASTER SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicing of the Mortgage Loans.
---------------------------------------
For and on behalf of the Certificateholders, the Master Servicer
shall
supervise, monitor and oversee the obligations of the Servicers to
service and
administer their respective Mortgage Loans in accordance with the
terms of the
applicable Servicing Agreement and shall have full power and
authority to do any
and all things which it may deem necessary or desirable in
connection with such
master servicing and administration. In performing its obligations
hereunder,
the Master Servicer shall act in a manner consistent with this
Agreement,
subject to the prior sentence, and with Customary Servicing
Procedures.
Furthermore, the Master Servicer shall oversee and consult with
each Servicer as
necessary from time-to-time to carry out the Master Servicer's
obligations
hereunder, shall receive, review and evaluate all reports,
information and other
data provided to the Master Servicer by each Servicer and shall
cause each
Servicer to perform and observe the covenants, obligations and
conditions to be
performed or observed by such Servicer under the applicable
Servicing Agreement.
The Master Servicer shall independently and separately monitor each
Servicer's
servicing activities with respect to each related Mortgage Loan,
reconcile the
results of such monitoring with such information provided in the
previous
sentence on a monthly basis and coordinate corrective adjustments
to the
Servicers' and the Master Servicer's records, and based on such
reconciled and
corrected information, prepare the Master Servicer's Certificate
and any other
information and statements required hereunder. The Master Servicer
shall
reconcile the results of its Mortgage Loan monitoring with the
actual
remittances of the Servicers to the Master Servicer Custodial
Account pursuant
to the applicable Servicing Agreements.
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Continuously from the date hereof until the termination of the
Trust, the
Master Servicer shall enforce the obligations of the Servicers to
collect all
payments due under the terms and provisions of the Mortgage Loans
when the same
shall become due and payable to the extent such procedures shall be
consistent
with the applicable Servicing Agreement.
The relationship of the Master Servicer (and of any successor to
the Master
Servicer as master servicer under this Agreement) to the Trustee
and the
Securities Administrator 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 Monitoring of Servicers.
------------------------
(a) The Master Servicer shall be responsible for reporting to the
Trustee,
the Securities Administrator and the Depositor the compliance by
each Servicer
with its duties under the related Servicing Agreement. In the
review of each
Servicer's activities, the Master Servicer may rely upon an
officer's
certificate of the Servicer with regard to such Servicer's
compliance with the
terms of its Servicing Agreement. In the event that the Master
Servicer, in its
judgment, determines that a Servicer should be terminated in
accordance with its
Servicing Agreement, or that a notice should be sent pursuant to
such Servicing
Agreement with respect to the occurrence of an event that, unless
cured, would
constitute grounds for such termination, the Master Servicer shall
notify the
Depositor, the Securities Administrator, the NIMS Insurer and the
Trustee
thereof and the Master Servicer shall issue such notice or take
such other
action as it deems appropriate.
(b) The Master Servicer, for the benefit of the Trust and the
Certificateholders, shall enforce the obligations of each Servicer
under the
related Servicing Agreement, and shall, in the event that a
Servicer fails to
perform its obligations in accordance with the related Servicing
Agreement,
subject to the preceding paragraph, terminate the rights and
obligations of such
Servicer thereunder and act as successor Servicer of the related
Mortgage Loans
under the applicable Servicing Agreement or cause the Trustee to
enter into a
new Servicing Agreement with a successor Servicer selected by the
Master
Servicer (except, in the case of the Wells Fargo Servicing
Agreement, the
Trustee shall select the successor Servicer); provided, however, it
is
understood and acknowledged by the parties hereto that there will
be a period of
transition (not to exceed 90 days) before the actual servicing
functions can be
fully transferred to such successor Servicer. Such enforcement,
including,
without limitation, the legal prosecution of claims, termination of
Servicing
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 Master
Servicer, in
its good faith business judgment, would require were it the owner
of the related
Mortgage Loans. The Master 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
Loans or
(ii) from a specific recovery of costs, expenses or attorneys fees
against the
party whom such enforcement is directed, provided that the Master
Servicer and
the Trustee, as applicable, shall not be required to prosecute or
defend any
legal action except to the extent that the Master Servicer or the
Trustee, as
applicable, shall have received reasonable indemnity for its costs
and expenses
in pursuing such action.
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(c) To the extent that the costs and expenses of the Master
Servicer or the
Trustee, as applicable, related to any termination of a Servicer,
appointment of
a successor Servicer or the transfer and assumption of servicing by
the Master
Servicer or the Trustee, as applicable, with respect to any
Servicing Agreement
(including, without limitation, (i) all legal costs and expenses
and all due
diligence costs and expenses associated with an evaluation of the
potential
termination of the Servicer as a result of an event of default by
such Servicer
under the related Servicing Agreement and (ii) all costs and
expenses associated
with the complete transfer of servicing, including all servicing
files and all
servicing data and the completion, correction or manipulation of
such servicing
data as may be required by the successor Servicer to correct any
errors or
insufficiencies in the servicing data or otherwise to enable the
successor
Servicer to service the Mortgage Loans in accordance with the
related Servicing
Agreement) are not fully and timely reimbursed by the terminated
Servicer, the
Master Servicer (except in the case of the termination of Wells
Fargo as a
Servicer) or the Trustee, as applicable, shall be entitled to
reimbursement of
such costs and expenses from the Master Servicer Custodial Account;
provided
that if such servicing transfer costs are ultimately reimbursed by
the
terminated Servicer, then the Master Servicer or the Trustee, as
applicable,
shall remit such amounts that are reimbursed by the terminated
Servicer to the
Master Servicer Custodial Account.
(d) The Master Servicer shall require each Servicer to comply with
the
remittance requirements and other obligations set forth in the
related Servicing
Agreement.
(e) If the Master Servicer acts as Servicer, it will not assume
liability
for the representations and warranties of the Servicer, if any,
that it
replaces.
(f) Subject to the conditions set forth in this Section 3.02(f),
the Master
Servicer is permitted to utilize one or more Subcontractors to
perform certain
of its obligations hereunder. The Master Servicer shall promptly
upon request
provide to the Depositor a written description (in form and
substance
satisfactory to the Depositor) of the role and function of each
Subcontractor
utilized by the Master Servicer, specifying (i) the identity of
each such
Subcontractor that is a Servicing Function Participant and (ii)
which elements
of the Servicing Criteria will be addressed in Assessments of
Compliance
provided by each Servicing Function Participant. As a condition to
the
utilization by the Master Servicer of any Servicing Function
Participant, the
Master Servicer shall cause any such Servicing Function Participant
for the
benefit of the Depositor to comply with the provisions of Section
3.21 of this
Agreement to the same extent as if such Servicing Function
Participant were the
Master Servicer. The Master Servicer shall be responsible for
obtaining from
each such Servicing Function Participant and delivering to the
applicable
Persons any Assessment of Compliance and related Attestation Report
required to
be delivered by such Servicing Function Participant under Section
3.21, in each
case as and when required to be delivered.
Notwithstanding the foregoing, if the Master Servicer engages a
Subcontractor in connection with the performance of any of its
duties under this
Agreement, the Master Servicer shall be responsible for determining
whether such
Subcontractor is an Additional Servicer.
The Master Servicer shall indemnify the Depositor, the Sponsor,
the
Trustee, the Custodian and the Securities Administrator and any of
their
directors, officers, employees or agents and hold them harmless
against any and
all claims, losses, damages, penalties, fines, forfeitures,
reasonable and
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necessary legal fees and related costs, judgments, and any other
costs, fees and
expenses that any of them may sustain in any way related to a
breach of the
Master Servicer's obligation set forth in the preceding paragraph
or the failure
of the Master Servicer to perform any of its obligations under this
Section
3.02(f), Section 3.20, Section 3.21 or Section 3.22.
Section 3.03 Fidelity Bond; Errors and Omissions Insurance.
----------------------------------------------
The Master 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 involved in the performance of
its
obligations as Master Servicer hereunder. These policies must
insure the Master
Servicer against losses resulting from dishonest or fraudulent acts
committed by
the Master Servicer's personnel, any employees of outside firms
that provide
data processing services for the Master Servicer, and temporary
contract
employees or student interns. No provision of this Section 3.03
requiring such
fidelity bond and errors and omissions insurance shall diminish or
relieve the
Master 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 Master Servicer by express waiver of Fannie Mae or
Freddie Mac.
In the event that any such policy or bond ceases to be in effect,
the Master
Servicer shall obtain a comparable replacement policy or bond from
an insurer or
issuer, meeting the requirements set forth above as of the date of
such
replacement.
Section 3.04 Access to Certain Documentation.
--------------------------------
The Master Servicer shall provide, and the Master Servicer shall
cause each
Servicer to provide in accordance with the related Servicing
Agreement, 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
without charge, but only upon reasonable and prior written request
and during
normal business hours at the offices designated by the Master
Servicer and the
related Servicer. In fulfilling such request for access, the Master
Servicer
shall not be responsible to determine the sufficiency of any
information
provided by such Servicer. Nothing in this Section 3.04 shall limit
the
obligation of the Master Servicer and the related Servicer to
observe any
applicable law and the failure of the Master Servicer or the
related 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 Mortgage Insurance Policy;
Claims.
---------------------------------------------------------
(a) The Master Servicer shall not take, or permit any Servicer (to
the
extent such action is prohibited under the applicable Servicing
Agreement) to
take, any action that would result in noncoverage under any
applicable Primary
Mortgage Insurance Policy of any loss which, but for the actions of
the Master
Servicer or such Servicer, would have been covered thereunder. The
Master
Servicer shall use its best reasonable efforts to cause each
Servicer (to the
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extent required under the related Servicing Agreement) to keep in
force and
effect (to the extent that the Mortgage Loan requires the Mortgagor
to maintain
such insurance), primary mortgage insurance applicable to each
Mortgage Loan in
accordance with the provisions of this Agreement and the related
Servicing
Agreement, as applicable. The Master Servicer shall not, and shall
not permit
any Servicer (to the extent required under the related Servicing
Agreement) to,
cancel or refuse to renew any such Primary Mortgage Insurance
Policy that is in
effect at the date of the initial issuance of the Mortgage Note and
is required
to be kept in force hereunder except in accordance with the
provisions of this
Agreement and the related Servicing Agreement, as applicable.
(b) The Master Servicer agrees to present, or to cause each
Servicer (to
the extent required under the related Servicing Agreement) to
present, on behalf
of the Trust, the Trustee and the Certificateholders, claims to the
insurer
under any Primary Mortgage Insurance Policies and, in this regard,
to take such
reasonable action as shall be necessary to permit recovery under
any Primary
Mortgage Insurance Policies respecting defaulted Mortgage Loans.
Pursuant to
Sections 3.08 and 3.09, any amounts collected by the Master
Servicer or any
Servicer under any Primary Mortgage Insurance Policies shall be
deposited in the
Master Servicer Custodial Account, subject to withdrawal pursuant
to Section
3.11.
Section 3.06 Rights of the Depositor, the Securities Administrator
and
------------------------------------------------------------
the Trustee in Respect of the Master Servicer.
----------------------------------------------
The Depositor may, but is not obligated to, enforce the obligations
of the
Master Servicer hereunder and may, but is not obligated to,
perform, or cause a
designee to perform, any defaulted obligation of the Master
Servicer hereunder
and in connection with any such defaulted obligation to exercise
the related
rights of the Master Servicer hereunder; provided that the Master
Servicer shall
not be relieved of any of its obligations hereunder by virtue of
such
performance by the Depositor or its designee. None of the
Securities
Administrator, the Trustee or the Depositor shall have any
responsibility or
liability for any action or failure to act by the Master Servicer
and the
Securities Administrator, the Trustee or the Depositor shall not be
obligated to
supervise the performance of the Master Servicer hereunder or
otherwise.
Section 3.07 Trustee to Act as Master Servicer.
----------------------------------
(a) In the event the Master Servicer or any successor master
servicer shall
for any reason no longer be the Master Servicer hereunder
(including by reason
of an Event of Default), the Trustee as trustee hereunder shall
within 90 days
of such time, assume, if it so elects, or shall appoint a successor
Master
Servicer to assume, all of the rights and obligations of the Master
Servicer
hereunder arising thereafter. Any such assumption shall be subject
to Sections
7.02 and 8.05.
(b) The predecessor Master Servicer at its expense shall, upon
request of
the Trustee, deliver to the assuming party all master servicing
documents and
records and an accounting of amounts collected or held by the
Master Servicer,
and shall transfer control of the Master Servicer Custodial Account
and any
investment accounts to the successor Master Servicer, and otherwise
use its best
efforts to effect the orderly and efficient transfer of its rights
and duties as
Master Servicer hereunder to the assuming party. The Trustee shall
be entitled
to be reimbursed from the predecessor Master Servicer (or the Trust
if the
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predecessor Master Servicer is unable to fulfill such obligations)
for all
Master Servicing Transfer Costs.
Section 3.08 Servicer Custodial Accounts and Escrow Accounts.
------------------------------------------------
(a) The Master Servicer shall enforce the obligation of each
Servicer to
establish and maintain a Servicer Custodial Account in accordance
with the
applicable Servicing Agreement, with records to be kept with
respect thereto on
a loan by loan basis, into which accounts shall be deposited within
48 hours (or
as of such other time specified in the related Servicing Agreement)
of receipt
all collections of principal and interest on any Mortgage Loan and
all
collections with respect to any REO Property received by a
Servicer, including
Principal Prepayments, Insurance Proceeds, Liquidation Proceeds,
Recoveries and
Advances made from the Servicer's own funds (less servicing
compensation as
permitted by the applicable Servicing Agreement in the case of any
Servicer) and
all other amounts to be deposited in the Servicer Custodial
Account. The Master
Servicer is hereby authorized to make withdrawals from and deposits
to the
related Servicer Custodial Account for purposes required or
permitted by this
Agreement.
(b) To the extent required by the related Servicing Agreement and
by the
related Mortgage Note and not violative of current law, the Master
Servicer
shall enforce the obligation of each Servicer to establish and
maintain one or
more escrow accounts (for each Servicer, collectively, the "Escrow
Account") and
deposit and retain therein all collections from the Mortgagors (or
Advances by
such Servicer) for the payment of taxes, assessments, hazard
insurance premiums
or comparable items for the account of the Mortgagors. Nothing
herein shall
require the Master Servicer to compel a Servicer to establish an
Escrow Account
in violation of applicable law.
Section 3.09 Collection of Mortgage Loan Payments; Master
Servicer
-----------------------------------------------------------
Custodial Account, Certificate Account and Cap Carryover Reserve
Account.
-------------------------------------------------------------------------
(a) Continuously from the date hereof until the principal and
interest on
all Mortgage Loans are paid in full, the Master Servicer shall
enforce the
obligations of the Servicers to collect all payments due under the
terms and
provisions of the Mortgage Loans when the same shall become due and
payable to
the extent such procedures shall be consistent with the applicable
Servicing
Agreement.
(b) The Securities Administrator shall establish and maintain
the
Certificate Account, which shall be deemed to consist of three
sub-accounts and
into which the Master Servicer will deposit on or prior to 11:00
a.m. New York
time, on each Distribution Date (or, if the Securities
Administrator is no
longer the same Person as, or an Affiliate of, the Master Servicer,
the Business
Day preceding each Distribution Date) all amounts on deposit in the
Master
Servicer Custodial Account for distribution to
Certificateholders.
(c) The Master Servicer shall establish and maintain the Master
Servicer
Custodial Account, which shall be an Eligible Account and which may
be deemed to
be a sub-account of the Certificate Account for so long as the
Master Servicer
and the Securities Administrator are the same person. The Master
Servicer shall,
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promptly upon receipt, deposit in the Master Servicer Custodial
Account and
retain therein any amounts which are required to be deposited in
the Master
Servicer Custodial Account by the Master Servicer.
(d) On a daily basis within one (1) Business Day of receipt (except
as
otherwise specifically provided herein), the Master Servicer shall
deposit or
cause to be deposited in the Master Servicer Custodial Account the
following
payments and collections remitted to the Master Servicer by each
Servicer from
its respective Servicer Custodial Account pursuant to the related
Servicing
Agreement or otherwise or received by the Master Servicer in
respect of the
related Mortgage Loans subsequent to the Cut-off Date (other than
in respect of
principal and interest due on the related Mortgage Loans on or
before the
Cut-off Date) and the following amounts required to be deposited
hereunder:
(i) all payments on account of principal of the related
Mortgage
Loans, including Principal Prepayments;
(ii) all payments on account of interest on the related
Mortgage
Loans, net of the related Administrative Fee;
(iii) (A) all related 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 3.08 and (B)
any
Insurance Proceeds released from an Escrow Account;
(iv) in the case of the Master Servicer Custodial Account, any
amount
required to be deposited by the Master Servicer pursuant to Section
3.09(e)
in connection with any losses on Permitted Investments with respect
to the
Master Servicer Custodial Account;
(v) any amounts relating to REO Property required to be remitted
by
the applicable Servicer;
(vi) Periodic Advances made by the applicable Servicer pursuant to
the
related Servicing Agreement (or, if applicable, by the Master
Servicer or
the Trustee pursuant to Section 3.19 or the Trustee pursuant to
Section
8.01) and any Compensating Interest paid by the applicable
Servicer
pursuant to the related Servicing Agreement;
(vii) all related Purchase Prices, all related Substitution
Adjustment
Amounts and all related Reimbursement Amounts to the extent
received by the
Master Servicer;
(viii) any related Recoveries;
(ix) all Prepayment Charges collected by Wells Fargo in
connection
with the voluntary Principal Prepayment in full of any related
Mortgage
Loan; and
(x) any other amounts required to be deposited hereunder.
If the Master Servicer shall deposit any amount not required to be
deposited, it
may at any time withdraw such amount from the Master Servicer
Custodial Account,
any provision herein to the contrary notwithstanding. All funds
required to be
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deposited in the Master Servicer Custodial Account shall be held by
the Master
Servicer in trust for the Certificateholders until disbursed in
accordance with
this Agreement or withdrawn in accordance with Section 3.11.
(e) Each institution at which the Master Servicer Custodial Account
is
maintained shall invest the funds therein as directed in writing by
the Master
Servicer in Permitted Investments, which shall mature not later
than 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 Master Servicer Custodial
Account
Reinvestment Income shall be for the benefit of the Master Servicer
as part of
its master servicing compensation and shall be remitted to the
Master Servicer
monthly as provided herein. The amount of any losses realized in
the Master
Servicer Custodial Account incurred in any such account in respect
of any such
investments shall promptly be deposited by the Master Servicer from
its own
funds in the Master Servicer Custodial Account.
(f) Each institution at which the Certificate Account is maintained
shall
invest the funds therein if directed in writing by the Securities
Administrator
in Permitted Investments that are obligations of the institution
that maintains
the Certificate Account, which shall mature on the Distribution
Date and 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 income and gains net of any losses realized
since the
preceding Distribution Date from Permitted Investments of funds in
the
Certificate Account shall be for the benefit of the Securities
Administrator as
its compensation and the amount of any losses realized in the
Certificate
Account in respect of any such Permitted Investments shall promptly
be deposited
by the Securities Administrator from its own funds to the
Certificate Account.
(g) The Master Servicer shall give notice to the Depositor, the
Trustee,
the Securities Administrator and the Rating Agencies of any
proposed change of
location of the Master Servicer Custodial Account not later than 30
days after
and not more that 45 days prior to any change thereof. The
Securities
Administrator shall give notice to the Depositor, the Trustee, the
Master
Servicer and the Rating Agencies of any proposed change of the
location of the
Certificate Account maintained by the Securities Administrator not
later than 30
days after and not more than 45 days prior to any change thereof.
The creation
of the Master Servicer Custodial Account and the Certificate
Account shall be
evidenced by a certification substantially in the form attached
hereto as
Exhibit F.
(h) The Securities Administrator shall designate each of the
Lower-Tier
Certificate Sub-Account, the Middle-Tier Certificate Sub-Account
and 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 Securities Administrator shall
(A) from
funds available on deposit in the Certificate Account, be deemed to
deposit into
the Lower-Tier Certificate Sub-Account, all funds deemed on deposit
in the
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Certificate Account, (B) immediately thereafter, be deemed to
deposit into the
Middle-Tier Certificate Sub-Account, the Lower-Tier Distribution
Amount and (C)
immediately thereafter, be deemed to deposit into the Upper-Tier
Certificate
Sub-Account, the Middle-Tier Distribution Amount.
(i) No later than the Closing Date, the Securities Administrator
shall
establish and maintain the Cap Carryover Reserve Account. On each
Distribution
Date as to which there is a Cap Carryover Amount payable to the
Offered
Certificates or the Class B Certificates, the Securities
Administrator has been
directed by the Holders of the Class CE Certificates to, and
therefore will,
deposit into the Cap Carryover Reserve Account the amounts
described in Section
5.02(c)(i)(Y), rather than distributing such amounts to the Holders
of the Class
CE Certificates.
For federal and state income tax purposes, the Holders of the Class
CE
Certificates will be deemed to be the owners of the Cap Carryover
Reserve
Account and all amounts deposited into the Cap Carryover Reserve
Account shall
be treated as amounts distributed by the Upper-Tier REMIC with
respect to the
Class CE Upper-Tier Regular Interest. Upon a termination relating
to the
Certificates pursuant to Section 10.01 or the payment in full of
the Offered
Certificates and the Class B Certificates, all amounts remaining on
deposit in
the Cap Carryover Reserve Account will be released by the Trust
Estate and
distributed to the Holders of the Class CE Certificates or their
designees. The
Cap Carryover Reserve Account will be part of the Trust Estate but
not part of
any REMIC created hereunder and any payments to the Holders of the
Offered
Certificates or the Class B Certificates of Cap Carryover Amounts
will not be
payments with respect to a "regular interest" in a REMIC within the
meaning of
Code Section 860G(a)(1). The Cap Carryover Reserve Account is an
"outside
reserve fund" within the meaning of Treasury Regulation Section
1.860G-2(h).
By accepting a Class CE Certificate, each Holder of a Class CE
Certificate
hereby agrees to direct the Securities Administrator, and the
Securities
Administrator hereby is directed, to deposit into the Cap Carryover
Reserve
Account the amounts described above on each Distribution Date as to
which there
is any Cap Carryover Amount rather than distributing such amounts
to the Holders
of the Class CE Certificates. By accepting a Class CE Certificate,
each Holder
of a Class CE Certificate further agrees that such direction is
given for good
and valuable consideration, the receipt and sufficiency of which is
acknowledged
by such acceptance. Amounts held in the Cap Carryover Reserve
Account shall be
held uninvested.
For federal tax return and information reporting, the value of the
right of
the Holders of the Offered Certificates and the Class B
Certificates to receive
payments from the Cap Carryover Reserve Account in respect of any
Cap Carryover
Amount shall be assumed to have a value of zero as of the Closing
Date unless
and until required otherwise by an applicable taxing authority.
Section 3.10 Access to Certain Documentation and Information
Regarding the
-------------------------------------------------------------
Mortgage Loans.
---------------
The Master Servicer shall afford and shall enforce the obligation
of the
Servicers to afford the Securities Administrator and 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,
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such access being afforded without charge, but only upon reasonable
request and
during normal business hours at the office designated by the Master
Servicer or
the applicable Servicer.
Section 3.11 Permitted Withdrawals from the Certificate Account and
the
------------------------------------------------------------
Master Servicer Custodial Account.
----------------------------------
(a) The Securities Administrator shall withdraw funds from the
Certificate
Account for distributions to Certificateholders in the manner
specified in this
Agreement. In addition, the Master Servicer may from time to time
make
withdrawals from the Master Servicer Custodial Account for the
following
purposes:
(i) to pay to the Servicers (to the extent not previously retained
by
them), the Servicing Fee to which they are entitled pursuant to
the
Servicing Agreements and to pay itself any Master Servicer
Custodial
Account Reinvestment Income;
(ii) to pay to the Securities Administrator and the Trustee any
amounts due to the Securities Administrator and the Trustee under
this
Agreement (including, but not limited to, all amounts provided for
under
Section 3.02, Section 3.07, Section 8.05 and Section 9.11, other
than the
amounts provided for in the first sentence of Section 9.11);
(iii) to reimburse the Servicers (or, if applicable, itself or
the
Trustee) for unreimbursed Advances made pursuant to the related
Servicing
Agreement (or in the case of itself or the Trustee, pursuant to
Section
3.19 or Section 8.01, as applicable), such right of reimbursement
pursuant
to this clause (iii) being limited first to amounts received on
the
Mortgage Loans serviced by such Servicer in respect of which any
such
Advance was made and then limited to amounts received on all the
Mortgage
Loans serviced by such Servicer (or, if applicable, the Master
Servicer or
the Trustee) in respect of which any such Advance was made;
(iv) to reimburse the Servicers (or, if applicable, itself or
the
Trustee) for any Nonrecoverable Advance previously made, such right
of
reimbursement pursuant to this clause (iv) being limited first to
amounts
received on the Mortgage Loans in respect of which such
Nonrecoverable
Advance was made and then limited to amounts received on all the
Mortgage
Loans serviced by such Servicer (of, if applicable, the Master
Servicer or
the Trustee);
(v) to reimburse the Servicers for Insured Expenses from the
related
Insurance Proceeds;
(vi) 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;
(vii) to reimburse itself or the Depositor for expenses incurred
by
either of them and reimbursable pursuant to this Agreement,
including but
not limited to, Section 3.02 and Section 7.03;
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(viii) to withdraw any amount deposited in the Master Servicer
Custodial Account and not required to be deposited therein; and
(ix) to clear and terminate the Master Servicer Custodial Account
upon
termination of this Agreement pursuant to Section 10.01.
If the Master Servicer shall remit to the Securities Administrator
any amount
not required to be remitted, it may at any time direct the
Securities
Administrator 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
Securities
Administrator which describes the amounts remitted in error to the
Securities
Administrator for deposit to the Certificate Account.
(b) 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 Upper-Tier Interests 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 and Other
Insurance.
----------------------------------------------------
(a) For each Mortgage Loan, the Master Servicer shall enforce
any
obligation of the Servicers under the related Servicing Agreements
to maintain
or cause to be maintained fire, flood and hazard insurance with
extended
coverage customary in the area where the Mortgaged Property is
located in
accordance with the related Servicing Agreements. It is understood
and agreed
that such insurance provided for in this Section 3.12 shall be with
insurers
meeting the eligibility requirements set forth in the applicable
Servicing
Agreement and that no earthquake or other additional insurance is
to be required
of any Mortgagor or to be maintained on property acquired in
respect of a
defaulted loan, other than pursuant to such applicable laws and
regulations as
shall at any time be in force and as shall require such additional
insurance.
(b) Pursuant to Sections 3.08 and 3.09, any amounts collected by
the Master
Servicer, or by any Servicer, under any insurance policies (other
than amounts
to be applied to the restoration or repair of the property subject
to the
related Mortgage or released to the Mortgagor in accordance with
the applicable
Servicing Agreement) shall be deposited into the Master Servicer
Custodial
Account, subject to withdrawal pursuant to Sections 3.09 and 3.11.
Any cost
incurred by the Master Servicer or any Servicer in maintaining any
such
insurance if the Mortgagor defaults in its obligation to do so
shall be added to
the amount owing under the Mortgage Loan where the terms of the
Mortgage Loan so
permit; provided, however, that the addition of any such cost shall
not be taken
into account for purposes of calculating the distributions to be
made to
Certificateholders and shall be recoverable by the Master Servicer
or such
Servicer pursuant to Sections 3.08 and 3.09.
Section 3.13 Presentment of Claims and Collection of Proceeds.
-------------------------------------------------
The Master Servicer shall (to the extent provided in the
applicable
Servicing Agreement) cause the related Servicer to, prepare and
present on
behalf of the Trust and the Certificateholders all claims under the
Insurance
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Policies and take such actions (including the negotiation,
settlement,
compromise or enforcement of the insured's claim) as shall be
necessary to
realize recovery under such policies. Any proceeds disbursed to the
Master
Servicer (or disbursed to a Servicer and remitted to the Master
Servicer) in
respect of such policies, bonds or contracts shall be promptly
deposited in the
Master Servicer Custodial Account upon receipt, except that any
amounts realized
that are to be applied to the repair or restoration of the related
Mortgaged
Property as a condition precedent to the presentation of claims on
the related
Mortgage Loan to the insurer under any applicable Insurance Policy
need not be
so deposited (or remitted).
Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption
Agreements.
----------------------------------------------------------
To the extent provided in the applicable Servicing Agreement and to
the
extent Mortgage Loans contain enforceable due-on-sale clauses, the
Master
Servicer shall cause the Servicers to enforce such clauses in
accordance with
the applicable Servicing Agreement. If applicable law prohibits the
enforcement
of a due-on-sale clause or such clause is otherwise not enforced in
accordance
with the applicable Servicing Agreement, and, as a consequence, a
Mortgage Loan
is assumed, the original Mortgagor may be released from liability
in accordance
with the applicable Servicing Agreement.
Section 3.15 Realization Upon Defaulted Mortgage Loans; REO
Property.
--------------------------------------------------------
(a) The Master Servicer shall cause each Servicer (to the extent
required
under the related Servicing Agreement) 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, all
in
accordance with the applicable Servicing Agreement.
(b) With respect to any REO Property, the deed or certificate of
sale shall
be taken in the name of the Trust for the benefit of the
Certificateholders, or
its nominee, on behalf of the Certificateholders. The Master
Servicer shall
enforce the obligation of the Servicers, to the extent provided in
the
applicable Servicing Agreement, to (i) cause the name of the Trust
to be placed
on the title to such REO Property and (ii) ensure that the title to
such REO
Property references this Agreement. The Master Servicer shall, to
the extent
provided in the applicable Servicing Agreement, cause the
applicable Servicer to
sell any REO Property as expeditiously as possible and in
accordance with the
provisions of this Agreement and the related Servicing Agreement,
as applicable.
Pursuant to its efforts to sell such REO Property, the Master
Servicer shall
cause the applicable Servicer to protect and conserve such REO
Property in the
manner and to the extent required by the applicable Servicing
Agreement, subject
to the REMIC Provisions. In the event that the Trust Estate
acquires any
Mortgaged Property as aforesaid or otherwise in connection with a
default or
imminent default on a Mortgage Loan, the Master Servicer shall
enforce the
obligation of the related Servicer to dispose of such Mortgaged
Property within
the time period specified in the applicable Servicing Agreement,
but in any
event within three years after the acquisition by the Servicer for
the Trust
(such period, the "REO Disposition Period") unless (i) the Servicer
provides to
the Trustee, the Master Servicer and the Securities Administrator
an Opinion of
Counsel to the effect that the holding by the Trust of such
Mortgaged Property
subsequent to three years after its acquisition will not result in
the
imposition of taxes on "prohibited transactions" of the Trust as
defined in
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Section 860F of the Code or under the law of any state in which
real property
securing a Mortgage Loan owned by the Trust is located or cause any
REMIC
created hereunder to fail to qualify as a REMIC for federal income
tax purposes
or for state tax purposes under the laws of any state in which real
property
securing a Mortgage Loan owned by the Trust is located at any time
that any
Certificates are outstanding or (ii) the Servicer shall have
applied for and
received an extension of such period from the Internal Revenue
Service, in which
case the Trust Estate may continue to hold such Mortgaged Property
for the
period of such extension.
(c) The Master Servicer shall, to the extent required by the
related
Servicing Agreement, cause the applicable Servicer to deposit all
funds
collected and received in connection with the operation of any REO
Property in
the Servicer Custodial Account.
(d) The applicable Servicer, upon the final disposition of any
REO
Property, shall be entitled to reimbursement for any related
unreimbursed
Advances and other unreimbursed advances as well as any unpaid
Servicing Fees
from Liquidation Proceeds received in connection with the final
disposition of
such REO Property; provided that any such unreimbursed Advances as
well as any
unpaid Servicing Fees may be reimbursed or paid, as the case may
be, prior to
final disposition, out of any net rental income or other net
amounts derived
from such REO Property.
(e) The Liquidation Proceeds from the final disposition of the
REO
Property, net of any payment to the applicable Servicer as provided
above shall
be deposited in the related Servicer Custodial Account on or prior
to the
Determination Date in the month following receipt thereof and be
remitted by
wire transfer in immediately available funds to the Master Servicer
for deposit
into the Master Servicer Custodial Account.
Notwithstanding any other provision of this Agreement, the Master
Servicer
shall not permit any Mortgaged Property acquired by the Trust to 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,
(ii) result in
the receipt by any REMIC created hereunder of any "income from
non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code or
any "net
income from foreclosure property" which is subject to taxation
under the REMIC
Provisions or (iii) subject any 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
Master
Servicer or related Servicer, as applicable, has agreed to
indemnify and hold
harmless the Trust with respect to the imposition of any such
taxes.
Notwithstanding any other provision of this Agreement, the Master
Servicer
and the Securities Administrator, as applicable, shall comply with
all federal
withholding requirements with respect to payments to
Certificateholders of
interest or original issue discount that the Master Servicer or the
Securities
Administrator reasonably believes are applicable under the Code.
The consent of
Certificateholders shall not be required for any such withholding.
Without
limiting the foregoing, the Securities Administrator agrees that it
will not
withhold with respect to payments of interest or original issue
discount in the
case of a Certificateholder that has furnished or caused to be
furnished an
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effective Form W-8 or an acceptable substitute form or a successor
form and who
is not a "10 percent shareholder" within the meaning of Code
Section
871(h)(3)(B) or a "controlled foreign corporation" described in
Code Section
881(c)(3)(C) with respect to the Trust or the Depositor. In the
event the
Securities Administrator withholds any amount from interest or
original issue
discount payments or advances thereof to any Certificateholder
pursuant to
federal withholding requirements, the Securities Administrator
shall indicate
the amount withheld to such Certificateholder.
Section 3.16 Trustee to Cooperate; Release of Mortgage Files.
------------------------------------------------
Upon the payment in full of any Mortgage Loan, or the receipt by
the Master
Servicer or the related Servicer of a notification that payment in
full will be
escrowed in a manner customary for such purposes, the Master
Servicer or the
related Servicer will immediately notify the Trustee (or, at the
direction of
the Trustee, a Custodian) by delivering, or causing to be
delivered, two copies
(one of which will be returned to the related Servicer with the
Mortgage File)
of a Request for Release (which may be delivered in an electronic
format
acceptable to the Trustee and the Master Servicer or the related
Servicer). Upon
receipt of such request, the Trustee or a Custodian, as applicable,
shall within
seven (7) Business Days release the related Mortgage File to the
Master Servicer
or the related Servicer. The Trustee shall at the Master Servicer's
or the
related Servicer's direction execute and deliver to the Master
Servicer or the
related Servicer the request for reconveyance, deed of reconveyance
or release
or satisfaction of mortgage or such instrument releasing the lien
of the
Mortgage relating to the Mortgage Loan, in each case provided by
the Master
Servicer or the related Servicer, together with the Mortgage Note
with written
evidence of cancellation thereon. If the Mortgage has been recorded
in the name
of MERS or its designee, the Master Servicer shall enforce the
applicable
Servicer's obligation under the related Servicing Agreement 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 of the
Mortgage Loan.
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 Primary Mortgage Insurance Policy, 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 a
Custodian, as
applicable, shall, upon delivery to the Trustee (or, at the
direction of the
Trustee, a Custodian) of a Request for Release signed by a Master
Servicing
Officer or a Servicing Officer, release the Mortgage File within
seven (7)
Business Days to the Master Servicer or the related Servicer.
Subject to the
further limitations set forth below, the Master Servicer or the
applicable
Servicer shall cause the Mortgage Files so released to be returned
to the
Trustee or a Custodian, as applicable, when the need therefor no
longer exists,
unless the Mortgage Loan is liquidated and the proceeds thereof are
deposited in
the related Servicer Custodial Account, in which case such Servicer
shall
deliver to the Trustee or a Custodian, as applicable, a Request for
Release,
signed by a Servicing Officer.
If the Master Servicer or any related Servicer at any time seeks
to
initiate a foreclosure proceeding in respect of any Mortgaged
Property as
authorized by this Agreement or the Servicing Agreement, the Master
Servicer or
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any related Servicer shall 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 3.17 Documents, Records and Funds in Possession of the
Master
-----------------------------------------------------------
Servicer to be Held for the Trustee.
------------------------------------
Notwithstanding any other provisions of this Agreement, the Master
Servicer
shall cause each Servicer to transmit to the Trustee (or a
Custodian on behalf
of the Trustee) as required by this Agreement and the Servicing
Agreements 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 Master Servicer or the
related Servicer or
which otherwise are collected by the Master Servicer or the related
Servicer as
Liquidation Proceeds, Recoveries or Insurance Proceeds in respect
of any
Mortgage Loan. All Mortgage Files and funds collected or held by,
or under the
control of, the Master Servicer or the related 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 Master Servicer Custodial Account or any Servicer Custodial
Account,
shall be held by the Master Servicer or the related Servicer for
and on behalf
of the Trustee and shall be and remain the sole and exclusive
property of the
Trustee on behalf of the Trust, subject to the applicable
provisions of this
Agreement and the related Servicing Agreement. The Master Servicer
also agrees
that it shall not, and shall enforce any requirement under the
related Servicing
Agreement that the related Servicer shall not, knowingly create,
incur or
subject any Mortgage File or any funds that are deposited in any
Master Servicer
Custodial Account, any Servicer Custodial Account, the 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 Master Servicer or 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
Master Servicer shall be entitled to set off against and deduct
from any such
funds any amounts that are properly due and payable to the Master
Servicer under
this Agreement.
Section 3.18 Master Servicer Compensation.
-----------------------------
As compensation for its services hereunder, the Master Servicer
shall be
entitled to additional compensation in the form of the Master
Servicer Custodial
Account Reinvestment Income. The Master Servicer shall be required
to pay all
expenses incurred by it in connection with its master servicing
activities
hereunder and shall not be entitled to reimbursement therefor
except as
specifically provided in this Agreement.
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Section 3.19 Advances.
---------
The Master Servicer shall enforce the obligations of each Servicer
to make
a Periodic Advance in accordance with the applicable Servicing
Agreement. A
Servicer shall be entitled to be reimbursed from the applicable
Servicer
Custodial Account for all Advances of its own funds made pursuant
to the related
Servicing Agreement. Based upon information set forth in the
servicer reports,
the Master Servicer shall inform the Securities Administrator of
the amount of
the Periodic Advance to be made by a Servicer no later than the
related
Remittance Date. If a Servicer fails to make any required Periodic
Advance
pursuant to the related Servicing Agreement, the Master Servicer
shall (i)
unless the Master Servicer determines that such Periodic Advance
would not be
recoverable in its good faith business judgment, make such Periodic
Advance not
later than the Business Day preceding the related Distribution Date
and (ii) to
the extent such failure leads to the termination of the Servicer
and until such
time as a successor Servicer is appointed, continue to make
Periodic Advances
required pursuant to the related Servicing Agreement for any
Distribution Date,
within the same time frame set forth in (i) above, unless the
Master Servicer
determines (to the extent provided in the related Servicing
Agreement) that such
Periodic Advance would not be recoverable. If the Master Servicer
is unable to
make a Periodic Advance required to be made by it in accordance
with this
Section 3.19, the Master Servicer shall immediately, and in no
event later than
5:00 P.M. New York time on the last Business Day preceding the
related
Distribution Date, give written notice thereof to the Trustee, the
Securities
Administrator and the Depositor.
Section 3.20 Annual Statement as to Compliance.
----------------------------------
(a) Each of the Master Servicer and the Securities Administrator
shall
deliver, and shall cause any Additional Servicer engaged by it to
deliver, or
otherwise make available to the Depositor and the Securities
Administrator (and
the Securities Administrator will make available to the Trustee and
each Rating
Agency), no later than March 15th of each calendar year beginning
in 2007, an
Officer's Certificate (each, together with such similar certificate
delivered by
each Servicer as described in Section 3.20(b), a "Compliance
Statement"), signed
by an officer of such party, stating, as to the signer thereof,
that (a) a
review of the activities of such party during the preceding
calendar year or
portion thereof and of performance of such party under this
Agreement or such
applicable agreement in case of an Additional Servicer has been
made under such
officers' supervision and (b) 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 applicable agreement in case of an Additional
Servicer in all
material respects throughout such year, 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.
Such Compliance
Statements shall contain no restrictions or limitations on their
use. The
obligations of the Master Servicer and the Securities Administrator
under this
Section apply to each entity that acted as Master Servicer or
Securities
Administrator, as applicable, during the applicable period, whether
or not such
entity is acting as Master Servicer or Securities Administrator at
the time such
Compliance Statement is required to be delivered.
(b) In the event the Master Servicer or the Securities
Administrator is
terminated or resigns pursuant to the terms of this Agreement, such
party shall
provide, and shall use its reasonable efforts to cause any
Additional Servicer
that resigns or is terminated under any applicable servicing
agreement to
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provide, a Compliance Statement pursuant to this Section 3.20 with
respect to
the period of time that the Master Servicer or the Securities
Administrator was
subject to this Agreement or such applicable agreement in the case
of an
Additional Servicer or the period of time that the Additional
Servicer was
subject to such other servicing agreement. The Master Servicer
shall enforce any
obligation of each Servicer, to the extent set forth in the related
Servicing
Agreement, to deliver to the Master Servicer a Compliance Statement
within the
time frame set forth in, and in such form and substance as may be
required
pursuant to, the related Servicing Agreement. The Master Servicer
shall include
such Compliance Statements of the Servicers with its own Compliance
Statement to
be submitted pursuant to this Section 3.20.
Section 3.21 Assessments of Compliance and Attestation Reports.
--------------------------------------------------
(a) Each of the Master Servicer, the Securities Administrator and
the
Custodian, each at its own expense, shall deliver, and shall cause
each
Servicing Function Participant engaged by it to deliver, or
otherwise make
available to the Depositor and the Securities Administrator on or
before March
15th of each calendar year beginning in 2007, a report regarding
such party's
assessment of compliance with the Relevant Servicing Criteria
(each, together
with such similar report delivered by each Servicer as described in
Section
3.21(c), an "Assessment of Compliance") that contains (i) a
statement by such
party of its responsibility for assessing compliance with the
Relevant Servicing
Criteria, (ii) a statement that such party used the Relevant
Servicing Criteria
to assess compliance with the Relevant Servicing Criteria, (iii)
such party's
assessment of compliance with the Relevant Servicing Criteria as of
and for the
fiscal year covered by the Form 10-K required to be filed pursuant
to Section
3.22(c), including, if there has been any material instance of
noncompliance
with the Relevant Servicing Criteria, a discussion of each such
failure and the
nature and status thereof and (iv) a statement that a registered
public
accounting firm has issued an attestation report on such party's
assessment of
compliance with the Relevant Servicing Criteria as of and for such
period.
No later than February 1 of each fiscal year for the Trust for
which a 10-K
is required to be filed, the Master Servicer, the Securities
Administrator and
the Custodian shall each forward to the Depositor and the
Securities
Administrator the name of each Servicing Function Participant
engaged by it and
what Relevant Servicing Criteria will be addressed in the report on
assessment
of compliance prepared by such Servicing Function Participant. When
the Master
Servicer, the Securities Administrator and the Custodian (or any
Servicing
Function Participant engaged by them) submit their assessments to
the Depositor
and the Securities Administrator, such parties will also at such
time include
the assessment (and attestation pursuant to Section 3.21(b)) of
each Servicing
Function Participant engaged by it.
Promptly after receipt of such Assessments of Compliance, the
Securities
Administrator shall confirm that the Assessments of Compliance,
taken
individually address the Relevant Servicing Criteria for each party
as set forth
on Exhibit N and on any similar exhibit set forth in each Servicing
Agreement in
respect of each Servicer and notify the Depositor of any
exceptions. None of
such parties shall be required to deliver any such Assessments of
Compliance
until April 15 in any given year so long as it has received written
confirmation
from the Depositor that a Form 10-K is not required to be filed in
respect of
the Trust for the preceding calendar year. The Custodian and any
Servicing
Function Participant engaged by it shall not be required to deliver
or cause the
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delivery of such Assessments of Compliance in any given year so
long as it has
received written confirmation from the Depositor that a Form 10-K
is not
required to be filed in respect of the Trust for the preceding
fiscal year.
(b) Each of the Master Servicer, the Securities Administrator and
the
Custodian, each at its own expense, shall cause, and shall cause
each Servicing
Function Participant engaged by it to cause, on or before March
15th of each
calendar year beginning in 2007, a registered public accounting
firm (which may
also render other services to the Master Servicer, the Securities
Administrator,
the Custodian 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 a report (each, together with such similar report
delivered by each
Servicer as described in Section 3.21(c), an "Attestation Report")
to the
Securities Administrator and the Depositor, 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
Relevant Servicing Criteria, 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 compliance with the Relevant
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
Relevant Servicing Criteria. In the event that an overall opinion
cannot be
expressed, such registered public accounting firm shall state in
such
Attestation Report why it was unable to express such an opinion.
Each such
related Attestation Report shall be made in accordance with Rules
1-02(a)(3) and
2-02(g) of the Commission's Regulation S-X. Such Attestation
Reports 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 such Attestation Reports, the
Securities
Administrator shall confirm that each Assessment of Compliance is
coupled with a
related Attestation Report and shall notify the Depositor of any
exceptions.
None of the Master Servicer, the Securities Administrator or any
Servicing
Function Participant engaged by such parties shall be required to
deliver or
cause the delivery of such Attestation Reports until April 15 in
any given year
so long as it has received written confirmation from the Depositor
that a Form
10-K is not required to be filed in respect of the Trust for the
preceding
fiscal year. The Custodian and any Servicing Function Participant
engaged by it
shall not be required to deliver or cause the delivery of such
Attestation
Report in any given year so long as it has received written
confirmation from
the Depositor that a Form 10-K is not required to be filed in
respect of the
Trust for the preceding fiscal year.
(c) The Master Servicer shall enforce any obligation of each
Servicer, to
the extent set forth in the related Servicing Agreement, to deliver
to the
Master Servicer an Assessment of Compliance and related Attestation
Report
within the time frame set forth in, and in such form and substance
as may be
required pursuant to, the related Servicing Agreement. The Master
Servicer shall
include such Assessments of Compliance and Attestation Reports of
the Servicers
with its own Assessment of Compliance and related Attestation
Report to be
submitted pursuant to this Section 3.21.
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(d) In the event the Master Servicer, the Custodian or the
Securities
Administrator is terminated or resigns pursuant to the terms of
this Agreement,
such party shall provide, and each such party shall cause any
Servicing Function
Participant engaged by it to provide, an Assessment of Compliance
pursuant to
this Section 3.21, coupled with an Attestation Report as required
in this
Section 3.21 with respect to the period of time that the Master
Servicer or the
Securities Administrator was subject to this Agreement.
Section 3.22 Reports to the Commission.
--------------------------
(a) The Securities Administrator and the Master Servicer shall
reasonably
cooperate with the Depositor in connection with the Trust's
satisfying its
reporting requirements under the Exchange Act. Without limiting the
generality
of the foregoing, the Securities Administrator shall prepare and
file on behalf
of the Trust any Form 8-K, Form 10-D and Form 10-K required by the
Exchange Act
and the rules and regulations of the Commission thereunder, and the
Master
Servicer shall sign such Forms on behalf of the Trust.
Notwithstanding the
previous sentence, the Depositor shall file the Form 8-K in
connection with the
filing of this Agreement.
(b) Within 15 days after each Distribution Date (subject to
permitted
extensions under the Exchange Act), the Securities Administrator
shall prepare
and file on behalf of the Trust any Form 10-D required by the
Exchange Act, in
form and substance as required by the Exchange Act. The Securities
Administrator
shall file each Form 10-D with a copy of the Monthly Statement for
such
Distribution Date attached thereto. Any disclosure in addition to
the Monthly
Statement for such Distribution Date that is required to be
included on Form
10-D ("Additional Form 10-D Disclosure") shall be reported by the
parties set
forth on Exhibit O hereto to the Depositor and the Securities
Administrator and
directed and approved by the Depositor pursuant to the following
paragraph, and
the Securities Administrator will have no duty or liability for any
failure
hereunder to determine or prepare any Additional Form 10-D
Disclosure, except as
set forth in this Section 3.22(b).
As set forth on Exhibit O hereto, within 5 calendar days after the
related
Distribution Date, (i) the parties described on Exhibit O shall be
required to
provide to the Securities Administrator (at
cts.sec.notifications@wellsfargo.com
with a copy by facsimile to 410-715-2380) and the Depositor, to the
extent known
by a responsible officer thereof, in EDGAR-compatible format, or in
such other
format as otherwise agreed upon by the Securities Administrator and
such party,
any Additional Form 10-D Disclosure, if applicable, together with
an Additional
Disclosure Notification in the form of Exhibit S and (ii) the
Depositor shall
approve, as to form and substance, or disapprove, as the case may
be, the
inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
Securities
Administrator shall compile all such information provided to it in
a Form 10-D
prepared by it. The Securities Administrator has no duty under this
Agreement to
monitor or enforce the performance by the parties listed on Exhibit
O of their
duties under this paragraph or proactively solicit or procure from
such parties
any Additional Form 10-D Disclosure information. The Depositor will
be
responsible for any reasonable fees and expenses assessed or
incurred by the
Securities Administrator in connection with including any
Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.
After preparing the Form 10-D, the Securities Administrator shall,
upon
request, forward electronically a copy of the Form 10-D to the
Master Servicer
for review and, only if Additional Form 10-D Disclosure is
contained therein,
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the Securities Administrator shall forward such Form 10-D to the
Depositor for
review. Within 2 Business Days after receipt of such copy, the
Depositor shall
notify the Securities Administrator in writing (which may be
furnished
electronically) of any changes to or approval of such Form 10-D. In
the absence
of any written changes or approval, the Securities Administrator
shall be
entitled to assume that such Form 10-D is in final form and the
Securities
Administrator may proceed with the execution and filing of the Form
10-D. A duly
authorized officer of the Master Servicer shall sign each Form
10-D. If a Form
10-D cannot be filed on time or if a previously filed Form 10-D
needs to be
amended, the Securities Administrator will follow the procedures
set forth in
Section 3.22(h)(ii). 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 represents to the Securities Administrator 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 Securities Administrator in writing, no later than
the fifth
calendar day after the related Distribution Date with respect to
the filing of a
report on Form 10-D, if the answer to either question should be
"no." The
Securities Administrator shall be entitled to rely on such
representations in
preparing, executing and/or filing any such report. Promptly (but
no later than
1 Business Day) after filing with the Commission, the Securities
Administrator
will make available on its internet website a final executed copy
of each Form
10-D prepared and filed by the Securities Administrator. The
signing party at
the Master Servicer can be contacted at the address specified in
Section 11.05.
Each party to this Agreement acknowledges that the performance by
the Master
Servicer and Securities Administrator of its duties under this
Section 3.22(b)
related to the timely preparation, arrangement for execution and
filing of Form
10-D is contingent upon such parties strictly observing all
applicable deadlines
in the performance of their duties under this Section 3.22(b) and
also
contingent upon the Servicers, the Custodian and any Servicing
Function
Participant strictly observing deadlines no later than those set
forth in this
paragraph that are applicable to the parties to this Agreement in
the delivery
to the Securities Administrator of any necessary Additional Form
10-D Disclosure
pursuant to the related Servicing Agreements, any custodial
agreement or any
other applicable agreement. Neither the Master Servicer nor the
Securities
Administrator shall have any liability for any loss, expense,
damage, claim
arising out of or with respect to any failure to properly prepare,
arrange for
execution and/or timely file such Form 10-D, where such failure
results from the
Master Servicer's or the Securities Administrator's inability or
failure to
receive, on a timely basis, any information from any other party
hereto or any
Servicer, Custodian or Servicing Function Participant 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 prior to the 90th day after the end of each fiscal year
of the
Trust or such earlier date as may be required by the Exchange Act
(the "10-K
Filing Deadline") (it being understood that the fiscal year for the
Trust ends
on December 31st of each year), commencing in March 2007, the
Securities
Administrator shall prepare and file on behalf of the Trust a Form
10-K, in form
and substance as required by the Exchange Act. Each such Form 10-K
shall include
the following items, in each case to the extent they have been
delivered to the
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Securities Administrator within the applicable time frames set
forth in this
Agreement and the related Servicing Agreements:
(i) a Compliance Statement for each Servicer, the Master Servicer
and
the Securities Administrator (each, a "Reporting Servicer") as
described
under Section 3.20;
(ii) (A) the Assessment of Compliance for each Reporting Servicer,
as
described under Section 3.21(a) and (c), and (B) if each
Reporting
Servicer's Assessment of Compliance identifies any material
instance of
noncompliance, disclosure identifying such instance of
noncompliance, or if
each Reporting Servicer's Assessment of Compliance is not included
as an
exhibit to such Form 10-K, disclosure that such report is not
included and
an explanation why such report is not included; provided, however,
that the
Securities Administrator, at its discretion, may omit from the Form
10-K
any Assessment of Compliance described in this clause (ii) or
Attestation
Report described in clause (iii) below that is not required to be
filed
with such Form 10-K pursuant to Regulation AB;
(iii) (A) the Attestation Report for each Reporting Servicer,
as
described under Section 3.21(b) and (c), and (B) if any
Reporting
Servicer's Attestation Report identifies any material instance
of
noncompliance, disclosure identifying such instance of
noncompliance, or if
any Reporting Servicer's Attestation Report is not included as an
exhibit
to such Form 10-K, disclosure that such Attestation Report is not
included
and an explanation why such Attestation Report is not included;
and
(iv) a Sarbanes-Oxley Certification, as described in Section
3.22(e).
Any disclosure or information in addition to (i) through (iv) above
that is
required to be included on Form 10-K ("Additional Form 10-K
Disclosure") shall
be reported by the parties set forth on Exhibit P to the Depositor
and the
Securities Administrator and directed and approved by the Depositor
pursuant to
the following paragraph, and the Securities Administrator will have
no duty or
liability for any failure hereunder to determine or prepare any
Additional Form
10-K Disclosure, except as set forth in this Section 3.22(d).
As set forth on Exhibit P hereto, no later than March 1 of each
year that
the Trust is subject to the Exchange Act reporting requirements,
commencing in
2007, (i) the parties described in Exhibit P shall be required to
provide to the
Securities Administrator (at cts.sec.notifications@wellsfargo.com
with a copy by
facsimile to 410-715-2380) and the Depositor, to the extent known
by a
responsible officer thereof, in EDGAR-compatible format, or in such
other format
as otherwise agreed upon by the Securities Administrator and such
party, any
Additional Form 10-K Disclosure, together with an Additional
Disclosure
Notification in the form attached hereto as Exhibit S and (ii) the
Depositor
shall approve, as to form and substance, or disapprove, as the case
may be, the
inclusion of the Additional Form 10-K Disclosure on Form 10-K. The
Securities
Administrator shall compile all such information provided to it in
a Form 10-K
prepared by it. The Securities Administrator has no duty under this
Agreement to
monitor or enforce the performance by the parties listed on Exhibit
P of their
duties under this paragraph or proactively solicit or procure from
such parties
any Additional Form 10-K Disclosure information. The Depositor will
be
responsible for any reasonable fees and expenses assessed or
incurred by the
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Securities Administrator in connection with including any
Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.
After preparing the Form 10-K, the Securities Administrator shall
forward
electronically a copy of the Form 10-K to the Master Servicer and
Depositor for
review. Within three Business Days after receipt of such copy, the
Depositor
shall notify the Securities Administrator in writing (which may be
furnished
electronically) of any changes to or approval of such Form 10-K. A
senior
officer of the Master Servicer in charge of the master servicing
function shall
sign the Form 10-K. If a Form 10-K cannot be filed on time or if a
previously
filed Form 10-K needs to be amended, the Securities Administrator
will follow
the procedures set forth in Section 3.22(h)(ii). 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
Securities Administrator 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
Securities
Administrator 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
Securities Administrator shall be entitled to rely on such
representations in
preparing, executing and/or filing any such report. Promptly (but
no later than
1 Business Day) after filing with the Commission, the Securities
Administrator
will make available on its internet website a final executed copy
of each Form
10-K prepared and filed by the Securities Administrator. The
signing party at
the Master Servicer can be contacted at the address specified in
Section 11.05.
The parties to this Agreement acknowledge that the performance by
the Master
Servicer and the Securities Administrator of its duties under this
Section
3.22(c) related to the timely preparation, arrangement for
execution and filing
of Form 10-K is contingent upon such parties strictly observing all
applicable
deadlines in the performance of their duties under this Section
3.22(c), Section
3.22(e), Section 3.20 and Section 3.21 and is also contingent upon
the
Servicers, the Custodian and any Servicing Function Participant
strictly
observing deadlines no later than those set forth in this paragraph
that are
applicable to the parties to this Agreement in the delivery to the
Securities
Administrator of any necessary Additional Form 10-K Disclosure, any
Compliance
Statement and any Assessment of Compliance and Attestation Report
pursuant to
the related Servicing Agreements, any custodial agreement or any
other
applicable agreement. Neither the Master Servicer nor the
Securities
Administrator shall have any liability for any loss, expense,
damage, claim
arising out of or with respect to any failure to properly prepare,
arrange for
execution and/or timely file such Form 10-K, where such failure
results from the
Securities Administrator's inability or failure to receive, on a
timely basis,
any information from any other party hereto or any Servicer or
Servicing
Function Participant needed to prepare, arrange for execution or
file such Form
10-K, not resulting from its own negligence, bad faith or willful
misconduct.
(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 if
requested by the Depositor, the Securities Administrator 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 disclosure or information related
to a
Reportable Event or that is otherwise required to be included on
Form 8-K other
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than the initial Form 8-Ks filed in connection with the issuance of
the
Certificates ("Form 8-K Disclosure Information") shall be reported
by the
parties set forth on Exhibit Q hereto to the Depositor and the
Securities
Administrator and directed and approved by the Depositor pursuant
to the
following paragraph, and the Securities Administrator will have no
duty or
liability for any failure hereunder to determine or prepare any
Additional Form
8-K Disclosure Information, or any Form 8-K, except as set forth in
this Section
3.22(d).
As set forth on Exhibit Q hereto, no later than the end of business
on the
2nd Business Day after the occurrence of a Reportable Event (i) the
parties
described in Exhibit Q shall be required to provide to the
Securities
Administrator (at cts.sec.notifications@wellsfargo.com with a copy
by facsimile
to 410-715-2380) and to the Depositor, to the extent known by a
responsible
officer thereof, in EDGAR-compatible format, or in such other
format as
otherwise agreed upon by the Securities Administrator and such
party, any Form
8-K Disclosure Information, if applicable, together with an
Additional
Disclosure Notification in the form attached hereto as Exhibit S
and (ii) the
Depositor shall approve, as to form and substance, or disapprove,
as the case
may be, the inclusion of the Form 8-K Disclosure Information. The
Securities
Administrator shall compile all such information provided to it in
a Form 8-K
prepared by it. The Securities Administrator has no duty under this
Agreement to
monitor or enforce the performance by the parties listed on Exhibit
Q of their
duties under this paragraph or proactively solicit or procure from
such parties
any Form 8-K Disclosure Information. The Depositor will be
responsible for any
reasonable fees and expenses assessed or incurred by the
Securities
Administrator in connection with including any Form 8-K Disclosure
Information
on Form 8-K pursuant to this paragraph.
After preparing the Form 8-K, the Securities Administrator shall
forward
electronically a copy of the Form 8-K to the Master Servicer and
Depositor for
review. No later than the close of business New York City time on
the 3rd
Business Day after the Reportable Event, the Depositor shall notify
the
Securities Administrator in writing (which may be furnished
electronically) of
any changes to or approval of such Form 8-K. In the absence of
receipt of any
written changes or approval, the Securities Administrator shall be
entitled to
assume that such Form 8-K is in final form and the Securities
Administrator may
proceed with the execution and filing of the Form 8-K. A duly
authorized officer
of the Master Servicer shall sign the Form 8-K. If a Form 8-K
cannot be filed on
time or if a previously filed Form 8-K needs to be amended, the
Securities
Administrator will follow the procedures set forth in Section
3.22(h)(ii).
Promptly (but no later than 1 Business Day) after filing with the
Commission,
the Securities Administrator will, make available on its internet
website a
final executed copy of each Form 8-K prepared and filed by the
Securities
Administrator. The signing party at the Master Servicer can be
contacted at the
address specified in Section 11.05. The parties to this Agreement
acknowledge
that the performance by the Securities Administrator of its duties
under this
Section 3.22(d) related to the timely preparation, arrangement for
execution and
filing of Form 8-K is contingent upon such parties strictly
observing all
applicable deadlines in the performance of their duties under this
Section
3.22(d) and also contingent upon the Servicers, the Custodian and
any Servicing
Function Participant strictly observing deadlines no later than
those set forth
in this paragraph that are applicable to the parties to this
Agreement in the
delivery to the Securities Administrator of any necessary Form 8-K
Disclosure
Information pursuant to the related Servicing Agreements, any
custodial
agreement or any other applicable agreement. Neither the Master
Servicer nor the
Securities Administrator shall have any liability for any loss,
expense, damage,
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claim arising out of or with respect to any failure to properly
prepare, arrange
for execution and/or timely file such Form 8-K, where such failure
results from
the Securities Administrator's inability or failure to receive, on
a timely
basis, any information from any other party hereto or any Servicer,
Custodian or
Servicing Function Participant needed to prepare, arrange for
execution or file
such Form 8-K, not resulting from its own negligence, bad faith or
willful
misconduct.
(e) Each Form 10-K shall include a certification (the
"Sarbanes-Oxley
Certification"), exactly as set forth in Exhibit M attached hereto,
required to
be included therewith pursuant to the Sarbanes-Oxley Act. The
Securities
Administrator (if the Securities Administrator is not the same
entity as the
Master Servicer) shall provide, and shall cause any Servicing
Function
Participant engaged by it to provide, to the Person who signs the
Sarbanes-Oxley
Certification (the "Certifying Person"), by March 15th of each year
in which the
Trust is subject to the reporting requirements of the Exchange Act
and otherwise
within a reasonable period of time upon request, a certification
(each, together
with such similar certification delivered by each Servicer as
described in
Section 3.22(f), a "Back-up Certification"), in the form attached
hereto as
Exhibit R, upon which the Certifying Person, the entity for which
the Certifying
Person acts as an officer, and such entity's officers, directors
and Affiliates
(collectively with the Certifying Person, "Certification Parties")
can
reasonably rely. The senior officer of the Master Servicer in
charge of the
master servicing function shall serve as the Certifying Person on
behalf of the
Trust. Such officer of the Certifying Person can be contacted by
email at
cts.sec.notifications@wellsfargo.com. In the event the Master
Servicer, the
Securities Administrator or any Servicing Function Participant
engaged by such
parties is terminated or resigns pursuant to the terms of this
Agreement, or any
applicable sub-servicing agreement, as the case may be, such party
shall provide
a Back-up Certification to the Certifying Person pursuant to this
Section
3.22(e) with respect to the period of time it was subject to this
Agreement or
any applicable sub-servicing agreement, as the case may be.
Notwithstanding the
foregoing, (i) the Master Servicer and the Securities Administrator
shall not be
required to deliver a Back-Up Certification to each other if both
are the same
Person and the Master Servicer is the Certifying Person and (ii)
the Master
Servicer shall not be obligated to sign the Sarbanes-Oxley
Certification in the
event that it does not receive any Back-Up Certification required
to be
furnished to it pursuant to this section or any Servicing Agreement
or Custodial
Agreement.
(f) Pursuant to the related Servicing Agreements, the Master
Servicer shall
enforce the obligation of each Servicer to provide the Back-up
Certification
required pursuant to each of the Servicing Agreements.
(g) Upon any filing with the Commission prepared and filed by
the
Securities Administrator, the Securities Administrator shall
promptly deliver or
make available to the Depositor a copy of any such executed report,
statement or
information.
(h) (i) The obligations set forth in paragraphs (a) through (h) of
this
Section shall only apply with respect to periods for which reports
are required
to be filed with respect to the Trust under the Exchange Act. On or
prior to
January 30 of the first year in which the Securities Administrator
is able to do
so under applicable law, unless otherwise requested by the
Depositor, the
Securities Administrator shall prepare and file with the Commission
a Form 15
Suspension Notification executed by the Master Servicer with
respect to the
Trust, with a copy to the Depositor. At the beginning of the
calendar year after
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<PAGE>
the filing of a Form 15 Suspension Notification, if the Depositor
or the
Certificate Registrar determines that the number of
Certificateholders of the
Offered Certificates 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, it shall promptly notify the Securities Administrator
and the
Securities Administrator shall recommence preparing and filing
reports on Form
8-K, Form 10-D and Form 10-K as required pursuant to this Section
and the
then-current reporting requirements of the Exchange Act and the
parties hereto
will again have the obligations set forth in paragraphs (a) through
(h) of this
Section.
(ii) In the event that the Securities Administrator is unable
to
timely file with the 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 disclosure 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 Securities Administrator will immediately
electronically
notify the Depositor and the Master Servicer of such inability to
make a
timely filing with the Commission. In the case of Form 10-D and
Form 10-K,
the Securities Administrator, the Master Servicer, the Trustee and
the
Depositor will cooperate to prepare and file a Form 12b-25 and a
Form
10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25 of
the
Exchange Act. In the case of Form 8-K, the Securities Administrator
will,
upon receipt of all required Form 8-K Disclosure Information and
upon the
approval and direction of the Depositor, include such
disclosure
information on the next Form 10-D. In the event that any previously
filed
Form 8-K, Form 10-D or Form 10-K needs to be amended in connection
with any
Additional Form 10-D Disclosure (other than, in the case of Form
10-D, for
the purpose of restating any Monthly Statement), Additional Form
10-K
Disclosure or Form 8-K Disclosure Information, the Securities
Administrator
will notify the Depositor and such other parties to the transaction
as are
affected by such amendment, and such parties will cooperate to
prepare any
necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form
12b-25
or any amendment to Form 8-K or Form 10-D shall be signed by a
duly
authorized officer (and a senior officer with respect to the Form
10-K) of
the Master Servicer. The parties to this Agreement acknowledge that
the
performance by the Master Servicer and the Securities Administrator
of its
duties under this Section 3.22(h) related to the timely
preparation,
arrangement for execution and filing of Form 15, a Form 12b-25 or
any
amendment to Form 8-K, Form 10-D or Form 10-K is contingent upon
each such
party performing its duties under this Section 3.22(h). Neither the
Master
Servicer nor the Securities Administrator shall have any liability
for any
loss, expense, damage, claim arising out of or with respect to any
failure
to properly prepare, arrange for execution and/or timely file any
such Form
15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form
10-K,
where such failure results from the Securities Administrator's
inability or
failure to receive, on a timely basis, any information from any
other party
hereto or any Servicer, the Custodian or any Servicing Function
Participant
needed to prepare, arrange for execution or file such Form 15, Form
12b-25
or any amendments to Forms 8-K, Form 10-D or Form 10-K, not
resulting from
its own negligence, bad faith or willful misconduct.
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<PAGE>
(i) Notwithstanding the provision of Section 11.01, this Section
3.22 may
be amended without the consent of the Certificateholders.
ARTICLE IV
MASTER SERVICER'S CERTIFICATE
Section 4.01 Master Servicer's Certificate.
------------------------------
Each month, not later than 12:00 noon Eastern time on the 18th
calendar day
of such month (or if such day is not a Business Day, the following
Business
Day), the Master Servicer shall deliver to the Securities
Administrator, a
Master Servicer's Certificate based solely on the information
provided by the
Servicers (in substance and format mutually acceptable to the
Master Servicer
and the Securities Administrator) certified by a Master Servicing
Officer
setting forth the information necessary in order for the
Securities
Administrator to perform its obligations under this Agreement. The
Securities
Administrator may conclusively rely upon the information contained
in a Master
Servicer's Certificate delivered by the Master Servicer 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
Master
Servicer's Certificate, the Securities Administrator shall
distribute or be
deemed to distribute out of the Certificate Account, the Lower-Tier
Certificate
Sub-Account, the Middle-Tier Certificate Sub-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
a Residual
Certificate), by wire transfer or by such other means of payment as
such
Certificateholder and the Securities Administrator 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 Master
Servicer, the Securities Administrator 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.
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<PAGE>
Section 5.02 Priorities of Distributions on the Certificates.
------------------------------------------------
(a) Distributions of Interest
On each Distribution Date, the Securities Administrator shall
withdraw from
the Certificate Account (to the extent funds are available therein)
the Interest
Remittance Amount and apply such amounts in the following order of
priority and
to the extent of such funds:
first, concurrently, to the Senior Certificates, pro rata, the
Accrued
Certificate Interest thereon for such Distribution Date;
second, concurrently, to the Senior Certificates, pro rata, the
Interest
Carry Forward Amount thereon for such Distribution Date;
third, to the Class M-1 Certificates, the Accrued Certificate
Interest
thereon for such Distribution Date;
fourth, to the Class M-2 Certificates, the Accrued Certificate
Interest
thereon for such Distribution Date;
fifth, to the Class M-3 Certificates, the Accrued Certificate
Interest
thereon for such Distribution Date;
sixth to the Class M-4 Certificates, the Accrued Certificate
Interest
thereon for such Distribution Date;
seventh, to the Class M-5 Certificates, the Accrued Certificate
Interest
thereon for such Distribution Date;
eighth, to the Class M-6 Certificates, the Accrued Certificate
Interest
thereon for such Distribution Date;
ninth, to the Class B-1 Certificates, the Accrued Certificate
Interest
thereon for such Distribution Date; and
tenth, the amount, if any, of the Interest Remittance Amount
remaining
after application with respect to the priorities set forth above
will be applied
as described below under Section 5.02(c) hereof.
(b) Distributions of Principal
The Securities Administrator shall withdraw from the Certificate
Account
(to the extent funds are available therein) the Principal
Distribution Amount
and apply it in the following order of priority and to the extent
of such funds:
With respect to each Distribution Date (a) before the Stepdown Date
or (b)
as to which a Trigger Event is in effect, the Principal
Distribution Amount will
be allocated among and distributed in reduction of the Class
Certificate
Balances of the Certificates in the following order of
priority:
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first, to the Class A-R Certificate, until the Class Certificate
Balance
thereof has been reduced to zero;
second, concurrently, up to the Priority Amount, to the Class A-9,
Class
A-10 and Class A-11 Certificates, pro rata;
third, concurrently, to the Class A-1 and Class A-2 Certificates,
pro rata,
until their Class Certificate Balances have been reduced to
zero;
fourth, to the Class A-3 Certificates, until the Class Certificate
Balance
thereof has been reduced to zero;
fifth, concurrently, to the Class A-4 and Class A-5 Certificates,
pro rata,
until their Class Certificate Balances have been reduced to
zero;
sixth, concurrently, to the Class A-6 and Class A-7 Certificates,
pro rata,
until their Class Certificate Balances have been reduced to
zero;
seventh, to the Class A-8 Certificates, until the Class Certificate
Balance
thereof has been reduced to zero;
eighth, concurrently, to the Class A-9, Class A-10 and Class
A-11
Certificates, pro rata, until their Class Certificate Balances have
been reduced
to zero;
ninth, to the Class M-1 Certificates, until the Class Certificate
Balance
thereof has been reduced to zero;
tenth, to the Class M-2 Certificates, until the Class Certificate
Balance
thereof has been reduced to zero;
eleventh, to the Class M-3 Certificates, until the Class
Certificate
Balance thereof has been reduced to zero;
twelfth, to the Class M-4 Certificates, until the Class Certificate
Balance
thereof has been reduced to zero;
thirteenth, to the Class M-5 Certificates, until the Class
Certificate
Balance thereof has been reduced to zero;
fourteenth, to the Class M-6 Certificates, until the Class
Certificate
Balance thereof has been reduced to zero;
fifteenth, to the Class B-1 Certificates, until the Class
Certificate
Balance thereof has been reduced to zero; and
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<PAGE>
sixteenth, any remaining Principal Distribution Amount will be
distributed
as described below in Section 5.02(c) hereof.
With respect to each Distribution Date (a) on or after the Stepdown
Date
and (b) as long as a Trigger Event is not in effect, the Principal
Distribution
Amount will be allocated among and distributed in reduction of the
Class
Certificate Balances of the Certificates in the following order of
priority:
first, the Senior Principal Distribution Amount, sequentially as
follows:
(i) to the Class A-R Certificate, until the Class Certificate
Balance
thereof has been reduced to zero;
(ii) concurrently, up to the Priority Amount, to the Class A-9,
Class
A-10 and Class A-11 Certificates, pro rata;
(iii) concurrently, to the Class A-1 and Class A-2 Certificates,
pro
rata, until their Class Certificate Balances have been reduced to
zero;
(iv) to the Class A-3 Certificates, until the Class Certificate
Balance thereof has been reduced to zero;
(v) concurrently, to the Class A-4 and Class A-5 Certificates,
pro
rata, until their Class Certificate Balances have been reduced to
zero;
(vi) concurrently, to the Class A-6 and Class A-7 Certificates,
pro
rata, until their Class Certificate Balances have been reduced to
zero;
(vii) to the Class A-8 Certificates, until the Class
Certificate
Balance thereof has been reduced to zero;
(viii) concurrently, to the Class A-9, Class A-10 and Class
A-11
Certificates, pro rata, until the Class Certificate Balances
thereof have
been reduced to zero;
second, to the Class M-1 Certificates, up to the Class M-1
Principal
Distribution Amount, until the Class Certificate Balance thereof
has been
reduced to zero;
third, to the Class M-2 Certificates, up to the Class M-2
Principal
Distribution Amount, until the Class Certificate Balance thereof
has been
reduced to zero;
fourth, to the Class M-3 Certificates, up to the Class M-3
Principal
Distribution Amount, until the Class Certificate Balance thereof
has been
reduced to zero;
fifth, to the Class M-4 Certificates, up to the Class M-4
Principal
Distribution Amount, until the Class Certificate Balance thereof
has been
reduced to zero;
sixth, to the Class M-5 Certificates, up to the Class M-5
Principal
Distribution Amount, until the Class Certificate Balance thereof
has been
reduced to zero;
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<PAGE>
seventh, to the Class M-6 Certificates, up to the Class M-6
Principal
Distribution Amount, until the Class Certificate Balance thereof
has been
reduced to zero;
eighth, to the Class B-1 Certificates, up to the Class B-1
Principal
Distribution Amount, until the Class Certificate Balance thereof
has been
reduced to zero; and
ninth, any remaining Principal Distribution Amount will be
distributed as
described in Section 5.02(c) hereof.
Notwithstanding the foregoing, on or after the Distribution Date on
which
the aggregate Class Certificate Bal
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