EXHIBIT 4
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BANC OF AMERICA FUNDING CORPORATION,
as
Depositor,
WELLS FARGO BANK, N.A.,
as Master Servicer and Securities Administrator,
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated August 30, 2005
-----------------------
Mortgage Pass-Through Certificates
Series 2005-F
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<PAGE>
TABLE OF CONTENTS
Page
PRELIMINARY
STATEMENT......................................................
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms................................................
Section 1.02
Calculations.................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans.................................
Section 2.02 Acceptance by the Trustee of the
Mortgage Loans..............
Section 2.03 Representations, Warranties and
Covenants of the Master
Servicer....................................................
Section 2.04 Representations and Warranties of
the Depositor as to the
Mortgage Loans..............................................
Section 2.05 Designation of Interests in the
REMICs.......................
Section 2.06 Designation of Start-up
Day..................................
Section 2.07 REMIC Certificate Maturity
Date..............................
Section 2.08 Execution and Delivery of
Certificates.......................
ARTICLE III
ADMINISTRATION AND MASTER SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicing of the Mortgage
Loans.......................
Section 3.02 Monitoring of
Servicers......................................
Section 3.03 Fidelity Bond; Errors and
Omissions Insurance................
Section 3.04 Access to Certain
Documentation..............................
Section 3.05 Maintenance of Primary Mortgage
Insurance Policy; Claims.....
Section 3.06 Rights of the Depositor, the
Securities Administrator and
the Trustee in Respect of the Master Servicer...............
Section 3.07 Trustee to Act as Master
Servicer............................
Section 3.08 Servicer Custodial Accounts and
Escrow Accounts..............
Section 3.09 Collection of Mortgage Loan
Payments; Master Servicer
Custodial Account; Distribution Account and Reserve Funds...
Section 3.10 Access to Certain Documentation
and Information Regarding
the Mortgage Loans..........................................
Section 3.11 Permitted Withdrawals from the
Distribution Account and
the Master Servicer Custodial Account.......................
Section 3.12 Maintenance of Hazard Insurance
and Other Insurance..........
Section 3.13 Presentment of Claims and
Collection of Proceeds.............
Section 3.14 Enforcement of Due-On-Sale
Clauses; Assumption Agreements....
Section 3.15 Realization Upon Defaulted
Mortgage Loans; REO Property......
Section 3.16 Trustee to Cooperate; Release of
Mortgage Files..............
Section 3.17 Documents, Records and Funds in
Possession of the Master
Servicer to be Held for the Trustee.........................
Section 3.18 Securities Administrator
Compensation, Master Servicer
Compensation and Servicer Compensation......................
Section 3.19 Annual Statement as to
Compliance............................
Section 3.20 Annual Independent Public
Accountants' Servicing
Statement; Financial Statements.............................
Section 3.21
Advances.....................................................
Section 3.22 Reports to the Securities and
Exchange Commission............
ARTICLE IV
MASTER SERVICER'S CERTIFICATE
Section 4.01 Master Servicer's
Certificate................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01
Distributions................................................
Section 5.02 Priorities of
Distributions..................................
Section 5.03 Allocation of Losses; Allocation
of Net Deferred Interest....
Section 5.04 Statements to
Certificateholders.............................
Section 5.05 Tax Returns and Reports to
Certificateholders................
Section 5.06 Tax Matters
Person...........................................
Section 5.07 Rights of the Tax Matters Person
in Respect of the
Securities Administrator....................................
Section 5.08 REMIC Related
Covenants......................................
Section 5.09 Determination of
LIBOR.......................................
ARTICLE VI
THE CERTIFICATES
Section 6.01 The
Certificates.............................................
Section 6.02 Registration of Transfer and
Exchange of Certificates........
Section 6.03 Mutilated, Destroyed, Lost or
Stolen Certificates............
Section 6.04 Persons Deemed
Owners........................................
ARTICLE VII
THE DEPOSITOR AND THE MASTER SERVICER
Section 7.01 Respective Liabilities of the
Depositor and the Master
Servicer....................................................
Section 7.02 Merger or Consolidation of the
Depositor or the Master
Servicer....................................................
Section 7.03 Limitation on Liability of the
Depositor, the Master
Servicer and Others.........................................
Section 7.04 Depositor and Master Servicer Not
to Resign..................
ARTICLE VIII
DEFAULT
Section 8.01 Events of
Default............................................
Section 8.02 Remedies of
Trustee..........................................
Section 8.03 Directions by Certificateholders
and Duties of Trustee
During Event of Default.....................................
Section 8.04 Action upon Certain Failures of
the Master Servicer and
upon Event of Default.......................................
Section 8.05 Trustee to Act; Appointment of
Successor.....................
Section 8.06 Notification to
Certificateholders...........................
ARTICLE IX
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01 Duties of Trustee and Securities
Administrator...............
Section 9.02 Certain Matters Affecting the
Trustee and the Securities
Administrator...............................................
Section 9.03 Neither Trustee nor Securities
Administrator Liable for
Certificates or Mortgage Loans..............................
Section 9.04 Trustee and Securities
Administrator May Own Certificates....
Section 9.05 Eligibility Requirements for
Trustee and the Securities
Administrator...............................................
Section 9.06 Resignation and Removal of Trustee
and the Securities
Administrator...............................................
Section 9.07 Successor Trustee or Securities
Administrator................
Section 9.08 Merger or Consolidation of Trustee
or Securities
Administrator...............................................
Section 9.09 Appointment of Co-Trustee or
Separate Trustee................
Section 9.10 Authenticating
Agents........................................
Section 9.11 Securities Administrator's Fees
and Expenses and
Trustee's Fees and Expenses.................................
Section 9.12 Appointment of
Custodian.....................................
Section 9.13 Paying
Agents................................................
Section 9.14 Limitation of
Liability......................................
Section 9.15 Trustee or Securities
Administrator May Enforce Claims
Without Possession of Certificates..........................
Section 9.16 Suits for
Enforcement........................................
Section 9.17 Waiver of Bond
Requirement...................................
Section 9.18 Waiver of Inventory, Accounting
and Appraisal Requirement....
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase or
Liquidation of All Mortgage
Loans.......................................................
Section 10.02 Additional Termination
Requirements..........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment....................................................
Section 11.02 Recordation of Agreement;
Counterparts.......................
Section 11.03 Limitation on Rights of
Certificateholders...................
Section 11.04 Governing
Law................................................
Section 11.05
Notices......................................................
Section 11.06 Severability of
Provisions...................................
Section 11.07 Certificates Nonassessable
and Fully Paid....................
Section 11.08 Access to List of
Certificateholders.........................
Section 11.09
Recharacterization...........................................
<PAGE>
EXHIBITS
Exhibit A-1-A-1 Form of Face of Class 1-A-1
Certificate
Exhibit A-1-A-2 Form of Face of Class 1-A-2
Certificate
Exhibit A-1-A-3 Form of Face of Class 1-A-3
Certificate
Exhibit A-1-A-R Form of Face of Class 1-A-R
Certificate
Exhibit A-1-X Form of Face of
Class 1-X Certificate
Exhibit A-2-A-1 Form of Face of Class 2-A-1
Certificate
Exhibit A-2-A-2 Form of Face of Class 2-A-2
Certificate
Exhibit A-2-X Form of Face of
Class 2-X Certificate
Exhibit A-3-A-1 Form of Face of Class 3-A-1
Certificate
Exhibit A-3-A-2 Form of Face of Class 3-A-2
Certificate
Exhibit A-4-A-1 Form of Face of Class 4-A-1
Certificate
Exhibit A-4-A-2 Form of Face of Class 4-A-2
Certificate
Exhibit A-5-A-1 Form of Face of Class 5-A-1
Certificate
Exhibit A-5-A-2 Form of Face of Class 5-A-2
Certificate
Exhibit A-6-A-1 Form of Face of Class 6-A-1
Certificate
Exhibit A-6-A-2 Form of Face of Class 6-A-2
Certificate
Exhibit B-1-B-X Form of Face of Class 1-B-X
Certificate
Exhibit B-1-B-1 Form of Face of Class 1-B-1
Certificate
Exhibit B-1-B-2 Form of Face of Class 1-B-2
Certificate
Exhibit B-1-B-3 Form of Face of Class 1-B-3
Certificate
Exhibit B-1-B-2 Form of Face of Class 1-B-4
Certificate
Exhibit B-1-B-5 Form of Face of Class 1-B-5
Certificate
Exhibit B-1-B-6 Form of Face of Class 1-B-6
Certificate
Exhibit B-CB-1 Form of Face of Class
CB-1 Certificate
Exhibit B-CB-2 Form of Face of Class
CB-2 Certificate
Exhibit B-CB-3 Form of Face of Class
CB-3 Certificate
Exhibit B-CB-4 Form of Face of Class
CB-4 Certificate
Exhibit B-CB-5 Form of Face of Class
CB-5 Certificate
Exhibit B-CB-6 Form of Face of Class
CB-6 Certificate
Exhibit C
Form of Reverse of all Certificates...................
Exhibit D-1 Loan
Group 1 Mortgage Loan Schedule...................
Exhibit D-2 Loan
Group 2 Mortgage Loan Schedule...................
Exhibit D-3 Loan
Group 3 Mortgage Loan Schedule...................
Exhibit D-4 Loan
Group 4 Mortgage Loan Schedule...................
Exhibit D-5 Loan
Group 5 Mortgage Loan Schedule...................
Exhibit D-6 Loan
Group 6 Mortgage Loan Schedule...................
Exhibit E
Request for Release of Documents......................
Exhibit F
Form of Certification of Establishment of Account.....
Exhibit G-1 Form
of Transferor's Certificate......................
Exhibit G-2A Form 1 of
Transferee's Certificate....................
Exhibit G-2B Form 2 of
Transferee's Certificate....................
Exhibit H.........Form of Transferee
Representation Letter
for ERISA Restricted Certificates.....................
Exhibit I
Form of Affidavit Regarding Transfer of Residual
Certificate...........................................
Exhibit J
[Reserved]............................................
Exhibit K
[Reserved]............................................
Exhibit L
List of Recordation States............................
Exhibit M
Form of Initial Certification.........................
Exhibit N
Form of Final Certification...........................
Exhibit O
Form of Certification.................................
Exhibit P
Form of Securities Administrator's Certification......
Exhibit Q
Form of Yield Maintenance Agreements..................
<PAGE>
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated August 30, 2005, 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 WACHOVIA 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
In exchange for the Certificates, the Depositor hereby conveys
the
Trust Estate to the Trustee to create the
Trust. The Trust Estate for federal
income tax purposes shall be treated as
four real estate mortgage investment
conduits (the "Upper-Tier REMIC," the
"Middle-Tier REMIC," the "1-B Lower-Tier
REMIC" and the "CB Lower-Tier REMIC,"
respectively, and each a "REMIC"). The
Uncertificated 1-B Lower-Tier Interest
shall constitute the "regular interest"
and the Class LR-1-B Interest shall be the
"residual interest" in the 1-B
Lower-Tier REMIC. The Uncertificated CB
Lower-Tier Interests shall constitute
the "regular interests" and the Class LR-CB
Interest shall be the "residual
interest" in the CB Lower-Tier REMIC. The
Uncertificated Lower-Tier Interests
shall constitute the assets of the
Middle-Tier REMIC. The Uncertificated
Middle-Tier Interests shall constitute the
"regular interests" and the Class MR
Interest shall be the "residual interest"
in the Middle-Tier REMIC. The
Uncertificated Middle-Tier Interests shall
constitute the assets of the
Upper-Tier REMIC. The Certificates
(exclusive of the right of certain of such
Certificates to receive Cap Carryover
Amounts and other than the Class 1-A-R
Certificate) are referred to collectively
as the "Regular Certificates" and
shall constitute "regular interests" and
the Class UR Interest shall be the
"residual interest" in the Upper-Tier
REMIC. The Class 1-A-R Certificate shall
represent ownership of the Class LR-1-B
Interest, the Class LR-CB Interest, the
Class MR Interest and the Class UR
Interest. The Certificates, the
Uncertificated 1-B Lower-Tier Interest, the
Uncertificated CB Lower-Tier
Interests and the Uncertificated
Middle-Tier Interests will represent the entire
beneficial ownership interest in the Trust.
The "latest possible maturity date"
for federal income tax purposes of all
interests created hereby shall be the
REMIC Certificate Maturity Date. The
portion of the Trust Estate consisting of
the Reserve Funds, the Yield Maintenance
Agreements and the right of the Class
1-A-1, Class 1-A-2, Class 1-A-3, Class
1-B-1, Class 1-B-2 and Class 1-B-3
Certificates to receive amounts from the
applicable Reserve Fund shall not be
assets of any REMIC created hereunder, but
rather shall be assets of the Grantor
Trust.
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:
Initial Class
Certificate
Integral
Balance or
Pass-Through Minimum
Multiples in
Classes Notional Amount
Rate
Denomination
Excess of Minimum
--------------------------------------------------------------------------------
Class 1-A-1 $144,102,000.00
(1)
$1,000
$1
Class 1-A-2
$48,034,000.00 (1)
$1,000
$1
Class 1-A-3
$21,856,000.00 (1)
$1,000
$1
Class 1-A-R
$100.00 (2)
$100
N/A
Class 1-X
(3)
(3) $1,000,000
$1
Class 2-A-1 $176,762,000.00
(4)
$1,000
$1
Class 2-A-2
$12,052,000.00 (4)
$1,000
$1
Class 2-X
$188,814,000.00 (5)
$1,000,000
$1
Class 3-A-1
$95,625,000.00 (6)
$1,000
$1
Class 3-A-2
$8,292,000.00 (6)
$1,000
$1
Class 4-A-1 $318,581,000.00
(7)
$1,000
$1
Class 4-A-2
$46,622,000.00 (7)
$1,000
$1
Class 5-A-1
$29,108,000.00 (8)
$1,000
$1
Class 5-A-2
$4,260,000.00 (8)
$1,000
$1
Class 6-A-1
$51,542,000.00 (9)
$1,000
$1
Class 6-A-2
$3,514,000.00 (9)
$1,000
$1
Class 1-B-X
(3)
(3) $1,000,000
$1
Class 1-B-1
$8,766,000.00 (10)
$25,000
$1
Class 1-B-2
$6,124,000.00 (10)
$25,000
$1
Class 1-B-3
$3,603,000.00 (10)
$25,000
$1
Class 1-B-4
$3,362,000.00 (2)
$25,000
$1
Class 1-B-5
$2,522,000.00 (2)
$25,000
$1
Class 1-B-6
$1,802,063.00 (2)
$25,000
$1
Class CB-1
$24,614,000.00 (11)
$25,000
$1
Class CB-2
$7,940,000.00 (11)
$25,000
$1
Class CB-3
$4,764,000.00 (11)
$25,000
$1
Class CB-4
$4,367,000.00 (11)
$25,000
$1
Class CB-5
$3,573,000.00 (11)
$25,000
$1
Class CB-6
$2,382,819.00 (11)
$25,000
$1
Class 1-X-IO $213,992,000.00
(12)
N/A
N/A
Class 1-X-PI
(13)
(2)
N/A
N/A
Class 1-BX-IO $18,493,000.00
(14)
N/A
N/A
Class 1-BX-PI
(15)
(2)
N/A
N/A
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(1) For each Distribution Date occurring
prior to and including the applicable
Termination Date, interest will accrue on
the Class 1-A-1, Class 1-A-2 and Class
1-A-3 Certificates at a per annum rate
equal to the lesser of (i) the sum of
LIBOR and 0.310%, 0.350% and 0.400%,
respectively, and (ii) the Group 1 Cap. On
each Distribution Date following the
applicable Termination Date, interest will
accrue on the Class 1-A-1, Class 1-A-2 and
Class 1-A-3 Certificates at a per
annum rate equal to the lesser of (i) the
sum of LIBOR and 0.620%, 0.700% and
0.800%, respectively, and (ii) the Group 1
Cap.
(2) For each Distribution Date, interest
will accrue on these Certificates and
Component at a per annum rate equal to the
Net WAC for the Group 1 Mortgage
Loans.
(3) The Class 1-X and Class 1-B-X
Certificates will each be deemed for purposes
of distributions of interest and principal
to consist of two Components as
described in the table. The Components of a
Class are not severable.
(4) For each Distribution Date occurring
prior to and including June 2008,
interest will accrue on these Certificates
at a per annum rate equal to the Net
WAC for the Group 2 Mortgage Loans minus
0.3585%. For each Distribution Date
occurring on and after July 2008, Interest
will accrue on these Certificates at
a per annum rate equal to the Net WAC for
the Group 2 Mortgage Loans.
(5) For each Distribution Date occurring
prior to and including June 2008,
interest will accrue on these Certificates
at a per annum rate equal to 0.3585%.
For each Distribution Date occurring on and
after the Distribution Date in July
2008, the Pass-Through Rate on these
Certificates shall be zero.
(6) For each Distribution Date, interest
will accrue on these Certificates at a
per annum rate equal to the Net WAC for the
Group 3 Mortgage Loans.
(7) For each Distribution Date, interest
will accrue on these Certificates at a
per annum rate equal to the Net WAC for the
Group 4 Mortgage Loans.
(8) For each Distribution Date, interest
will accrue on these Certificates at a
per annum rate equal to the Net WAC for the
Group 5 Mortgage Loans.
(9) For each Distribution Date, interest
will accrue on these Certificates at a
per annum rate equal to the Net WAC for the
Group 6 Mortgage Loans.
(10) For each Distribution Date occurring
prior to and including the applicable
Termination Date, interest will accrue on
the Class 1-B-1, Class 1-B-2 and Class
1-B-3 Certificates at a per annum rate
equal to the lesser of (i) the sum of
LIBOR and 0.600%, 0.900% and 1.250%,
respectively, and (ii) the Group 1 Cap. On
each Distribution Date following the
applicable Termination Date, interest will
accrue on the Class 1-B-1, Class 1-B-2 and
Class 1-B-3 Certificates at a per
annum rate equal to the lesser of (i) the
sum of LIBOR and 0.900%, 1.350% and
1.875%, respectively, and (ii) the Group 1
Cap.
(11) Interest will accrue on these
Certificates as of any Distribution Date at a
per annum rate equal to the weighted
average (based on the Group Subordinate
Amount for each Loan Group) of the Net WAC
for each of the Group 2, Group 3,
Group 4, Group 5 and Group 6 Mortgage
Loans.
(12) For each Distribution Date, interest
will accrue on the 1-X-IO Component at
a per annum rate equal to the excess, if
any, of (i) the Net WAC for the Group 1
Mortgage Loans over (ii) the weighted
average Pass-Through Rates of the Class
1-A-1, Class 1-A-2 and Class 1-A-3
Certificates (based on the Class Certificate
Balances of such Certificates prior to such
Distribution Date) as of such
Distribution Date.
(13) The Class 1-X-PI Component will have
an initial Component Balance of $0. On
each Distribution Date, the Component
Balance of the Class 1-X-PI Component will
increase by the sum of the amounts of Net
Deferred Interest allocated to the
Class 1-X-PI Component and the Class 1-X-IO
Component.
(14) For each Distribution Date, interest
will accrue on the 1-BX-IO Component
at a per annum rate equal to the excess, if
any, of (i) the Net WAC for the
Group 1 Mortgage Loans over (ii) the
weighted average Pass-Through Rates of the
Class 1-B-1, Class 1-B-2 and Class 1-B-3
Certificates (based on the Class
Certificate Balances of such Certificates
prior to such Distribution Date) as of
such Distribution Date.
(15) The Class 1-BX-PI Component will have
an initial Component Balance of $0.
On each Distribution Date, the Component
Balance of the Class 1-BX-PI Component
will increase by the sum of the amounts of
Net Deferred Interest allocated to
the Class 1-BX-PI Component and the Class
1-BX-IO Component.
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement,
the
following words and phrases, unless the
context otherwise requires, shall have
the meanings specified in this Article:
1933 Act: The Securities Act of 1933, as amended.
1-B Lower-Tier Certificate Sub-Account: The sub-account of the
Distribution Account designated by the
Securities Administrator pursuant to
Section 3.09(g).
1-B Lower-Tier Distribution Amount: As defined in Section
5.02(a)
hereof.
1-B Lower-Tier REMIC: As defined in the Preliminary Statement,
the
assets of which consist of the Group 1
Mortgage Loans, such amounts as shall be
held in the 1-B Lower-Tier Certificate
Sub-Account, the insurance policies, if
any, relating to a Group 1 Mortgage Loan
and property which secured a Group 1
Mortgage Loan and which has been acquired
by foreclosure or deed in lieu of
foreclosure.
1-B Uncertificated Lower-Tier Interest: The Class 1-L Interest.
Accrued Certificate Interest: For any Distribution Date and
each
interest-bearing Class (other than the
Class 1-X and Class 1-B-X Certificates),
one month's interest accrued during the
related Interest Accrual Period at the
applicable Pass-Through Rate on the
applicable Class Certificate Balance or
Notional Amount. For any Distribution Date
and the Class 1-X Certificates, the
sum of the Accrued Component Interest for
the Class 1-X-IO Component and the
Class 1-X-PI Component. For any
Distribution Date and the Class 1-B-X
Certificates, the sum of the Accrued
Component Interest for the Class 1-BX-IO
Component and the Class 1-BX-PI
Component.
Accrued Component Interest: For any Distribution Date and each
Component, one month's interest accrued
during the related Interest Accrual
Period at the applicable Pass-Through Rate
on the applicable Component Balance
or Notional Amount.
Adjusted Pool Amount: With respect to any Distribution Date and
Loan
Group, the Cut-off Date Pool Principal
Balance of the Mortgage Loans in such
Loan Group plus any Deferred Interest added
thereto after the Cut-off Date minus
the sum of (i) all amounts in respect of
principal received in respect of the
Mortgage Loans in such Loan Group
(including, without limitation, amounts
received as Monthly Payments, Periodic
Advances, Principal Prepayments,
Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed to
Holders of the Certificates on such
Distribution Date and all prior Distribution
Dates and (ii) the principal portion of all
Realized Losses (other than Debt
Service Reductions) incurred on the
Mortgage Loans in such Loan Group from the
Cut-off Date through the end of the month
preceding such Distribution Date.
Administrative Fee Rate: With respect to each Mortgage Loan, the
sum
of (i) the Servicing Fee Rate, (ii) the
Master Servicing Fee Rate and (iii),
with respect to each Mortgage Loan covered
by a LPMI Policy, the LPMI Policy Fee
Rate.
Advance: A Periodic Advance or a Servicing Advance.
Advance Date: As to any Distribution Date, the related
Remittance
Date or the Business Day preceding the
related Remittance Date.
Agreement: This Pooling and Servicing Agreement together with
all
amendments hereof and supplements
hereto.
Appraised Value: With respect to any Mortgaged Property, either
(i)
the lesser of (a) the appraised value
determined in an appraisal obtained by the
originator at, or within twelve months of,
origination of such Mortgage Loan or,
in certain cases, an automated valuation
model 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 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.
Assignment of Mortgage: An individual assignment of the
Mortgage,
notice of transfer or equivalent instrument
in recordable form, sufficient under
the laws of the jurisdiction wherein the
related Mortgaged Property is located
to give record notice of the sale of the
Mortgage.
Authenticating Agents: As defined in Section 9.10.
BAFC: Banc of America Funding Corporation.
BANA: Bank of America, National Association, a national banking
association, or its successor in
interest.
BANA Servicing Agreement: The Servicing Agreement, dated August
30,
2005, by and between BAFC, as depositor,
and BANA, as servicer.
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 State of Minnesota, the State
of Maryland, the 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.
Calculated Principal Distribution: As defined in Section
5.03(d).
Cap Carryover Amount: As to (i) the Class 1-A-1, Class 1-A-2,
Class
1-A-3, Class 1-B-1, Class 1-B-2 and Class
1-B-3 Certificates and any
Distribution Date, the excess, if any, of
(a) Accrued Certificate Interest for
such Class on such Distribution Date
(reduced by any Net Deferred Interest or
Net Interest Shortfalls) had its
Pass-Through Rate not been limited by clause
(ii) of the definition of the Group 1 Cap,
over (b) the actual amount such Class
is entitled to receive for such
Distribution Date and the unpaid portion of such
excess from prior Distribution Dates and
interest accrued thereon at the then
applicable Pass-Through Rate, without
giving effect to clause (ii) of the
definition of the Group 1 Cap.
CB Lower-Tier Certificate Sub-Account: The sub-account of the
Distribution Account designated by the
Securities Administrator pursuant to
Section 3.09(g).
CB Lower-Tier Distribution Amount: As defined in Section
5.02(a)
hereof.
CB Lower-Tier REMIC: As defined in the Preliminary Statement,
the
assets of which consist of the Group 2,
Group 3, Group 4, Group 5 and Group 6
Mortgage Loans, such amounts as shall be
held in the CB Lower-Tier Certificate
Sub-Account, the insurance policies, if
any, relating to a Group 2, Group 3,
Group 4, Group 5 or Group 6 Mortgage Loan
and property which secured a Group 2,
Group 3, Group 4, Group 5 or Group 6
Mortgage Loan and which has been acquired
by foreclosure or deed in lieu of
foreclosure.
CB Subordinate Balance Ratio: As of any date of determination,
the
ratio among the principal balances of the
Class 2-LS Interest, Class 3-LS
Interest, Class 4-LS Interest, Class 5-LS
Interest and Class 6-LS Interest,
equal to the ratio among the Group
Subordinate Amount for Loan Group 2, the
Group Subordinate Amount for Loan Group 3,
the Group Subordinate Amount for Loan
Group 4, the Group Subordinate Amount for
Loan Group 5 and the Group Subordinate
Amount for Loan Group 6.
CB Uncertificated Lower-Tier Interest: Any of the Class 2-L
Interest, Class 2-LS Interest, Class 3-L
Interest, Class 3-LS Interest, Class
4-L Interest, Class 4-LS Interest, Class
5-L Interest, Class 5-LS Interest,
Class 6-L Interest or Class 6-LS
Interest.
Certificate: Any of the Banc of America Funding Corporation
Mortgage
Pass-Through Certificates, Series 2005-F
that are issued pursuant to this
Agreement.
Certificate Balance: With respect to any Certificate (other than
a
Class 2-X Certificate) at any date, the
maximum dollar amount of principal to
which the Holder thereof is then entitled
hereunder, such amount being equal to
the product of the Percentage Interest of
such Certificate and the Class
Certificate Balance of the Class of
Certificates of which such Certificate is a
part. The Class 2-X Certificates have no
Certificate Balance.
Certificate Custodian: Initially, Wells Fargo Bank, N.A.;
thereafter
any other Certificate Custodian acceptable
to the Depository and selected by the
Securities Administrator.
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 the
Securities Administrator shall not 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: As defined in Section 3.22.
Class: As to the Certificates, the Class 1-A-1, Class 1-A-2,
Class
1-A-3, Class 1-A-R, Class 1-X, Class 2-A-1,
Class 2-A-2, Class 2-X, Class 3-A-1,
Class 3-A-2, Class 4-A-1, Class 4-A-2,
Class 5-A-1, Class 5-A-2, Class 6-A-1,
Class 6-A-2, Class 1-B-X, Class 1-B-1,
Class 1-B-2, Class 1-B-3, Class 1-B-4,
Class 1-B-5, Class 1-B-6, Class CB-1, Class
CB-2, Class CB-3, Class CB-4, Class
CB-5 and Class CB-6 Certificates, as the
case may be.
Class 1-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date
for Loan Group 1, the amount, if any,
by which the Class Certificate Balance of
the Class 1-A-1 Certificates would be
reduced as a result of the allocation of
any reduction pursuant to Section
5.03(b) to such Class, without regard to
the operation of Section 5.03(e).
Class 1-A-1 Reserve Fund: The trust account created and
maintained
by the Securities Administrator pursuant to
Section 3.09(h) which shall be
entitled the "Class 1-A-1 Reserve Fund,
Wells Fargo Bank, N.A., as Securities
Administrator, in trust for registered
Holders of the Class 1-A-1 Certificates
of the Banc of America Funding 2005-F
Trust" and which must be an Eligible
Account. Amounts on deposit in the Class
1-A-1 Reserve Fund shall not be
invested. The Class 1-A-1 Reserve Fund
shall not be an asset of any REMIC formed
under this Agreement.
Class 1-A-1 Reserve Fund Cash Deposit: $154,613 remitted by the
Depositor to the Securities Administrator
for deposit into the Class 1-A-1
Reserve Fund on the Closing Date.
Class 1-A-1 Yield Maintenance Agreement: The yield maintenance
agreements between the Securities
Administrator, on behalf of the Trust, and the
Yield Maintenance Agreement Provider
substantially in the form attached hereto
as Exhibit Q. The Class 1-A-1 Yield
Maintenance Agreement shall not be an asset
of any REMIC formed under this
Agreement.
Class 1-A-1 Yield Maintenance Agreement Payment: For each
Distribution Date from October 2005 through
the Distribution Date in September
2015, the amount the Yield Maintenance
Agreement Provider is obligated to pay to
the Securities Administrator two Business
Days prior to such Distribution Date
for deposit into the Class 1-A-1 Reserve
Fund equal to the product of (a) the
excess of the lesser of (i) LIBOR and (ii)
10.50% over the applicable strike
rate for such Distribution Date, as set
forth on the applicable table in Exhibit
Q hereto, (b) the notional amount for such
Distribution Date as set forth on the
applicable table in Exhibit Q hereto and
(c) a fraction, the numerator of which
is the actual number of days elapsed since
the previous Distribution Date to but
excluding the current Distribution Date and
the denominator of which is 360.
Class 1-A-2 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date
for Loan Group 1, the amount, if any,
by which the Class Certificate Balance of
the Class 1-A-2 Certificates would be
reduced as a result of the allocation of
any reduction pursuant to Section
5.03(b) to such Class, without regard to
the operation of Section 5.03(e).
Class 1-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date for Loan Group 1 and after
the Class Certificate Balance of the Class
1-A-3 Certificates has been reduced
to zero, the lesser of (a) the Class
Certificate Balance of the Class 1-A-2
Certificates with respect to such
Distribution Date prior to any reduction for
the Class 1-A-2 Loss Allocation Amount and
(b) the Class 1-A-1 Loss Amount with
respect to such Distribution Date.
Class 1-A-2 Reserve Fund: The trust account created and
maintained
by the Securities Administrator pursuant to
Section 3.09(h) which shall be
entitled the "Class 1-A-2 Reserve Fund,
Wells Fargo Bank, N.A., as Securities
Administrator, in trust for registered
Holders of the Class 1-A-2 Certificates
of the Banc of America Funding 2005-F
Trust" and which must be an Eligible
Account. Amounts on deposit in the Class
1-A-2 Reserve Fund shall not be
invested. The Class 1-A-2 Reserve Fund
shall not be an asset of any REMIC formed
under this Agreement.
Class 1-A-2 Reserve Fund Cash Deposit: $52,659 remitted by the
Depositor to the Securities Administrator
for deposit into the Class 1-A-2
Reserve Fund on the Closing Date.
Class 1-A-2 Yield Maintenance Agreement: The yield maintenance
agreements between the Securities
Administrator, on behalf of the Trust, and the
Yield Maintenance Agreement Provider
substantially in the form attached hereto
as Exhibit Q. The Class 1-A-2 Yield
Maintenance Agreement shall not be an asset
of any REMIC formed under this
Agreement.
Class 1-A-2 Yield Maintenance Agreement Payment: For each
Distribution Date from October 2005 through
the Distribution Date in September
2015, the amount the Yield Maintenance
Agreement Provider is obligated to pay to
the Securities Administrator two Business
Days prior to such Distribution Date
for deposit into the Class 1-A-2 Reserve
Fund equal to the product of (a) the
excess of the lesser of (i) LIBOR and (ii)
10.50% over the applicable strike
rate for such Distribution Date, as set
forth on the applicable table in Exhibit
Q hereto, (b) the notional amount for such
Distribution Date as set forth on the
applicable table in Exhibit Q hereto and
(c) a fraction, the numerator of which
is the actual number of days elapsed since
the previous Distribution Date to but
excluding the current Distribution Date and
the denominator of which is 360.
Class 1-A-3 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date for Loan Group 1, the lesser
of (a) the Class Certificate Balance of the
Class 1-A-3 Certificates with
respect to such Distribution Date prior to
any reduction for the Class 1-A-3
Loss Allocation Amount and (b) the sum of
the Class 1-A-1 Loss Amount and the
Class 1-A-2 Loss Amount with respect to
such Distribution Date.
Class 1-A-3 Reserve Fund: The trust account created and
maintained
by the Securities Administrator pursuant to
Section 3.09(h) which shall be
entitled the "Class 1-A-3 Reserve Fund,
Wells Fargo Bank, N.A., as Securities
Administrator, in trust for registered
Holders of the Class 1-A-3 Certificates
of the Banc of America Funding 2005-F
Trust" and which must be an Eligible
Account. Amounts on deposit in the Class
1-A-3 Reserve Fund shall not be
invested. The Class 1-A-3 Reserve Fund
shall not be an asset of any REMIC formed
under this Agreement.
Class 1-A-3 Reserve Fund Cash Deposit: $24,598 remitted by the
Depositor to the Securities Administrator
for deposit into the Class 1-A-3
Reserve Fund on the Closing Date.
Class 1-A-3 Yield Maintenance Agreement: The yield maintenance
agreements between the Securities
Administrator, on behalf of the Trust, and the
Yield Maintenance Agreement Provider
substantially in the form attached hereto
as Exhibit Q. The Class 1-A-3 Yield
Maintenance Agreement shall not be an asset
of any REMIC formed under this
Agreement.
Class 1-A-3 Yield Maintenance Agreement Payment: For each
Distribution Date from October 2005 through
the Distribution Date in September
2015, the amount the Yield Maintenance
Agreement Provider is obligated to pay to
the Securities Administrator two Business
Days prior to such Distribution Date
for deposit into the Class 1-A-3 Reserve
Fund equal to the product of (a) the
excess of the lesser of (i) LIBOR and (ii)
10.50% over the applicable strike
rate for such Distribution Date, as set
forth on the applicable table in Exhibit
Q hereto, (b) the notional amount for such
Distribution Date as set forth on the
applicable table in Exhibit Q hereto and
(c) a fraction, the numerator of which
is the actual number of days elapsed since
the previous Distribution Date to but
excluding the current Distribution Date and
the denominator of which is 360.
Class 1-B Certificates: The Class 1-B-X, Class 1-B-1, Class
1-B-2,
Class 1-B-3, Class 1-B-4, Class 1-B-5 and
Class 1-B-6 Certificates.
Class 1-B-1 Reserve Fund: The trust account created and
maintained
by the Securities Administrator pursuant to
Section 3.09(h) which shall be
entitled the "Class 1-B-1 Reserve Fund,
Wells Fargo Bank, N.A., as Securities
Administrator, in trust for registered
Holders of the Class 1-B-1 Certificates
of the Banc of America Funding 2005-F
Trust" and which must be an Eligible
Account. Amounts on deposit in the Class
1-B-1 Reserve Fund shall not be
invested. The Class 1-B-1 Reserve Fund
shall not be an asset of any REMIC formed
under this Agreement.
Class 1-B-1 Reserve Fund Cash Deposit: $10,889 remitted by the
Depositor to the Securities Administrator
for deposit into the Class 1-B-1
Reserve Fund on the Closing Date.
Class 1-B-1 Yield Maintenance Agreement: The yield maintenance
agreements between the Securities
Administrator, on behalf of the Trust, and the
Yield Maintenance Agreement Provider
substantially in the form attached hereto
as Exhibit Q. The Class 1-B-1 Yield
Maintenance Agreement shall not be an asset
of any REMIC formed under this
Agreement.
Class 1-B-1 Yield Maintenance Agreement Payment: For each
Distribution Date from October 2005 through
the Distribution Date in September
2015, the amount the Yield Maintenance
Agreement Provider is obligated to pay to
the Securities Administrator two Business
Days prior to such Distribution Date
for deposit into the Class 1-B-1 Reserve
Fund equal to the product of (a) the
excess of the lesser of (i) LIBOR and (ii)
10.50% over the applicable strike
rate for such Distribution Date, as set
forth on the applicable table in Exhibit
Q hereto, (b) the notional amount for such
Distribution Date as set forth on the
applicable table in Exhibit Q hereto and
(c) a fraction, the numerator of which
is the actual number of days elapsed since
the previous Distribution Date to but
excluding the current Distribution Date and
the denominator of which is 360.
Class 1-B-2 Reserve Fund: The trust account created and
maintained
by the Securities Administrator pursuant to
Section 3.09(h) which shall be
entitled the "Class 1-B-2 Reserve Fund,
Wells Fargo Bank, N.A., as Securities
Administrator, in trust for registered
Holders of the Class 1-B-2 Certificates
of the Banc of America Funding 2005-F
Trust" and which must be an Eligible
Account. Amounts on deposit in the Class
1-B-2 Reserve Fund shall not be
invested. The Class 1-B-2 Reserve Fund
shall not be an asset of any REMIC formed
under this Agreement.
Class 1-B-2 Reserve Fund Cash Deposit: $8,679 remitted by the
Depositor to the Securities Administrator
for deposit into the Class 1-B-2
Reserve Fund on the Closing Date.
Class 1-B-2 Yield Maintenance Agreement: The yield maintenance
agreements between the Securities
Administrator, on behalf of the Trust, and the
Yield Maintenance Agreement Provider
substantially in the form attached hereto
as Exhibit Q. The Class 1-B-2 Yield
Maintenance Agreement shall not be an asset
of any REMIC formed under this
Agreement.
Class 1-B-2 Yield Maintenance Agreement Payment: For each
Distribution Date from October 2005 through
the Distribution Date in September
2015, the amount the Yield Maintenance
Agreement Provider is obligated to pay to
the Securities Administrator two Business
Days prior to such Distribution Date
for deposit into the Class 1-B-2 Reserve
Fund equal to the product of (a) the
excess of the lesser of (i) LIBOR and (ii)
10.50% over the applicable strike
rate for such Distribution Date, as set
forth on the applicable table in Exhibit
Q hereto, (b) the notional amount for such
Distribution Date as set forth on the
applicable table in Exhibit Q hereto and
(c) a fraction, the numerator of which
is the actual number of days elapsed since
the previous Distribution Date to but
excluding the current Distribution Date and
the denominator of which is 360.
Class 1-B-3 Reserve Fund: The trust account created and
maintained
by the Securities Administrator pursuant to
Section 3.09(h) which shall be
entitled the "Class 1-B-3 Reserve Fund,
Wells Fargo Bank, N.A., as Securities
Administrator, in trust for registered
Holders of the Class 1-B-3 Certificates
of the Banc of America Funding 2005-F
Trust" and which must be an Eligible
Account. Amounts on deposit in the Class
1-B-3 Reserve Fund shall not be
invested. The Class 1-B-3 Reserve Fund
shall not be an asset of any REMIC formed
under this Agreement.
Class 1-B-3 Reserve Fund Cash Deposit: $5,842 remitted by the
Depositor to the Securities Administrator
for deposit into the Class 1-B-3
Reserve Fund on the Closing Date.
Class 1-B-3 Yield Maintenance Agreement: The yield maintenance
agreements between the Securities
Administrator, on behalf of the Trust, and the
Yield Maintenance Agreement Provider
substantially in the form attached hereto
as Exhibit Q. The Class 1-B-3 Yield
Maintenance Agreement shall not be an asset
of any REMIC formed under this
Agreement.
Class 1-B-3 Yield Maintenance Agreement Payment: For each
Distribution Date from October 2005 through
the Distribution Date in September
2015, the amount the Yield Maintenance
Agreement Provider is obligated to pay to
the Securities Administrator two Business
Days prior to such Distribution Date
for deposit into the Class 1-B-3 Reserve
Fund equal to the product of (a) the
excess of the lesser of (i) LIBOR and (ii)
10.50% over the applicable strike
rate for such Distribution Date, as set
forth on the applicable table in Exhibit
Q hereto, (b) the notional amount for such
Distribution Date as set forth on the
applicable table in Exhibit Q hereto and
(c) a fraction, the numerator of which
is the actual number of days elapsed since
the previous Distribution Date to but
excluding the current Distribution Date and
the denominator of which is 360.
Class 1-BX-IO Notional Amount: As to any Distribution Date and
the
Class 1-BX-IO Component, the sum of the
Class Certificate Balances of the Class
1-B-1, Class 1-B-2 and Class 1-B-3
Certificates.
Class 1-B-X Distributable Amount: As defined in Section
5.02(e).
Class 1-X-IO Notional Amount: As to any Distribution Date and
the
Class 1-X-IO Component, the sum of the
Class Certificate Balances of the Class
1-A-1, Class 1-A-2 and Class 1-A-3
Certificates.
Class 1-X Distributable Amount: As defined in Section 5.02(e).
Class 2-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date
for the Crossed Loan Groups, the
amount, if any, by which the Class
Certificate Balance of the Class 2-A-1
Certificates would be reduced as a result
of the allocation of any reduction
pursuant to Section 5.03(b) to such Class,
without regard to the operation of
Section 5.03(e).
Class 2-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date for the Crossed Loan Groups,
the lesser of (a) the Class Certificate
Balance of the Class 2-A-2 Certificates
with respect to such Distribution Date
prior to any reduction for the Class
2-A-2 Loss Allocation Amount and (b) the
Class 2-A-1 Loss Amount with respect to
such Distribution Date.
Class 2-X Notional Amount: As to any Distribution Date and the
Class
2-X Certificates, an amount equal to the
sum of the Class Certificate Balances
of the Class 2-A-1 and Class 2-A-2
Certificates.
Class 3-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date
for the Crossed Loan Groups, the
amount, if any, by which the Class
Certificate Balance of the Class 3-A-1
Certificates would be reduced as a result
of the allocation of any reduction
pursuant to Section 5.03(b) to such Class,
without regard to the operation of
Section 5.03(e).
Class 3-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date for the Crossed Loan Groups,
the lesser of (a) the Class Certificate
Balance of the Class 3-A-2 Certificates
with respect to such Distribution Date
prior to any reduction for the Class
3-A-2 Loss Allocation Amount and (b) the
Class 3-A-1 Loss Amount with respect to
such Distribution Date.
Class 4-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date
for the Crossed Loan Groups, the
amount, if any, by which the Class
Certificate Balance of the Class 4-A-1
Certificates would be reduced as a result
of the allocation of any reduction
pursuant to Section 5.03(b) to such Class,
without regard to the operation of
Section 5.03(e).
Class 4-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date for the Crossed Loan Groups,
the lesser of (a) the Class Certificate
Balance of the Class 4-A-2 Certificates
with respect to such Distribution Date
prior to any reduction for the Class
4-A-2 Loss Allocation Amount and (b) the
Class 4-A-1 Loss Amount with respect to
such Distribution Date.
Class 5-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date
for the Crossed Loan Groups, the
amount, if any, by which the Class
Certificate Balance of the Class 5-A-1
Certificates would be reduced as a result
of the allocation of any reduction
pursuant to Section 5.03(b) to such Class,
without regard to the operation of
Section 5.03(e).
Class 5-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date for the Crossed Loan Groups,
the lesser of (a) the Class Certificate
Balance of the Class 5-A-2 Certificates
with respect to such Distribution Date
prior to any reduction for the Class
5-A-2 Loss Allocation Amount and (b) the
Class 5-A-1 Loss Amount with respect to
such Distribution Date.
Class 6-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date
for the Crossed Loan Groups, the
amount, if any, by which the Class
Certificate Balance of the Class 6-A-1
Certificates would be reduced as a result
of the allocation of any reduction
pursuant to Section 5.03(b) to such Class,
without regard to the operation of
Section 5.03(e).
Class 6-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date for the Crossed Loan Groups,
the lesser of (a) the Class Certificate
Balance of the Class 6-A-2 Certificates
with respect to such Distribution Date
prior to any reduction for the Class
6-A-2 Loss Allocation Amount and (b) the
Class 6-A-1 Loss Amount with respect to
such Distribution Date.
Class B Certificates: The Class 1-B-X, Class 1-B-1, Class
1-B-2,
Class 1-B-3, Class 1-B-4, Class 1-B-5,
Class 1-B-6, Class CB-1, Class CB-2,
Class CB-3, Class CB-4, Class CB-5 and
Class CB-6 Certificates.
Class CB Certificates: The Class CB-1, Class CB-2, Class CB-3,
Class
CB-4, Class CB-5 and Class CB-6
Certificates.
Class Certificate Balance: With respect to any Class of
Certificates
(other than the Class 1-X, Class 1-B-X and
Class 2-X Certificates) and any date
of determination, and subject to Section
5.03(f), the Initial Class Certificate
Balance of such Class minus (A) the sum of
(i) all distributions of principal
made with respect thereto, (ii) all
reductions in Class Certificate Balance
previously allocated thereto pursuant to
Section 5.03(b) and (iii) in the case
of the Class 1-A-2, Class 1-A-3 Class
2-A-2, Class 3-A-2, Class 4-A-2, Class
5-A-2 and Class 6-A-2 Certificates, any
reduction allocated thereto pursuant to
Section 5.03(e) plus (B) the sum of (i) all
increases in Class Certificate
Balance previously allocated thereto
pursuant to Section 5.03(b), (ii) in the
case of the Class 1-A-2, Class 1-A-3, Class
2-A-2, Class 3-A-2, Class 4-A-2,
Class 5-A-2 and Class 6-A-2 Certificates,
any increases allocated thereto
pursuant to Section 5.03(e) and (iii) in
the case of the Group 1 Senior
Certificates and the Class 1-B
Certificates, the portion of Net Deferred
Interest for the Group 1 Mortgage Loans
allocated to such Class of Certificates.
The Class 2-X Certificates are Interest
Only Certificates and have no Class
Certificate Balance. The Class Certificate
Balance of the Class 1-X Certificates
as of any date of determination shall equal
the Component Balance of the Class
1-X-PI Component. The Class Certificate
Balance of the Class 1-B-X Certificates
as of any date of determination shall equal
the Component Balance of the Class
1-BX-PI Component.
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class, the amount by which
Accrued Certificate Interest for
such Class (as reduced pursuant to Section
5.02(c)) exceeds the amount of
interest actually distributed on such Class
on such Distribution Date pursuant
to clause (i) of the definition of
"Interest Distribution Amount."
Class Unpaid Interest Shortfall: As to any Distribution Date
and
each interest-bearing Class, the amount by
which the aggregate Class Interest
Shortfalls for such Class on prior
Distribution Dates exceeds the amount of
interest actually distributed on such Class
on such prior Distribution Dates
pursuant to clause (ii) of the definition
of "Interest Distribution Amount."
Closing Date: August 30, 2005.
Code: The Internal Revenue Code of 1986, as amended.
Compensating Interest: With respect to any Distribution Date
and
Servicer and Loan Group 1 and the Crossed
Loan Groups in the aggregate, an
amount equal to the lesser of (a) the
aggregate Servicing Fee for such Loan
Group or Loan Groups payable to such
Servicer as of the Due Date in the month
preceding the month of such Distribution
Date and (b) the aggregate of the
Prepayment Interest Shortfalls serviced by
such Servicer resulting from
Principal Prepayments during the Prior
Period relating to such Loan Group or
Loan Groups. To the extent that the
aggregate Prepayment Interest Shortfall for
the Crossed Loan Groups for a Distribution
Date exceeds Compensating Interest
for the Crossed Loan Groups, the
Compensating Interest for the Crossed Loan
Groups for such Distribution Date shall be
allocated among the Crossed Loan
Groups in proportion to the respective
Prepayment Interest Shortfalls relating
to the Crossed Loan Groups.
Component: Any of the Class 1-X-IO, Class 1-X-PI, Class 1-BX-IO
or
Class 1-BX-PI Component.
Component Balance: With respect to the Class 1-X-PI Component
and
the Class 1-BX-PI Component and any date of
determination, the Initial Component
Balance of such Component minus (A) the sum
of (i) all distributions of
principal made with respect thereto and
(ii) all reductions in Component Balance
previously allocated thereto pursuant to
Section 5.03(b) plus (B) the portion of
Net Deferred Interest for the Group 1
Mortgage Loans allocated to such Component
and the Related Interest Only
Component.
Component Certificate: Any of the Class 1-X or Class 1-B-X
Certificates.
Component Interest Distribution Amount: For any Distribution
Date
and each Component, the sum of (i) the
Accrued Component Interest and (ii) any
Component Unpaid Interest Shortfall for
such Component.
Component Interest Shortfall: For any Distribution Date and
each
Component, the amount by which Accrued
Component Interest for such Component
exceeds the amount of interest actually
distributed on such Component on such
Distribution Date pursuant to clause (i) of
the definition of "Component
Interest Distribution Amount."
Component Notional Amount: As of any Distribution Date, either
of
the Class 1-X-IO Notional Amount and Class
1-BX-IO Notional Amount.
Component Unpaid Interest Shortfall: As to any Distribution Date
and
each Component, the amount by which the
aggregate Component Interest Shortfall
for such Component on prior Distribution
Dates exceeds the amount of interest
actually distributed on such Component on
such prior Distribution Dates pursuant
to clause (ii) of the definition of
"Component Interest Distribution Amount."
Cooperative: A private, cooperative housing corporation which
owns
or leases land and all or part of a
building or buildings, including apartments,
spaces used for commercial purposes and
common areas therein and whose board of
directors authorizes, among other things,
the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling
building
owned or leased by a Cooperative, which
unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a
proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the
proprietary lease or occupancy agreement
with respect to the Cooperative
Apartment occupied by the Mortgagor and
relating to the related Cooperative
Stock, which lease or agreement confers an
exclusive right to the holder of such
Cooperative Stock to occupy such
apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of
a
Cooperative Apartment, evidenced by a
Mortgage Note and secured by (i) a
Security Agreement, (ii) the related
Cooperative Stock Certificate, (iii) an
assignment or mortgage of the Cooperative
Lease, (iv) financing statements and
(v) a stock power (or other similar
instrument), and ancillary thereto, a
Recognition Agreement, each of which was
transferred and assigned to the Trust
pursuant to Section 2.01.
Cooperative Stock: With respect to a Cooperative Loan, the
single
outstanding class of stock, partnership
interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative
Loan,
the stock certificate or other instrument
evidencing the related Cooperative
Stock.
Corporate Trust Office: With respect to the Trustee, the
principal
office of the Trustee, which office at the
date of the execution of this
instrument is located at 401 South Tryon
Street, Charlotte, North Carolina,
28288-1179 Attention: Structured Finance
Trust Services, BAFC, Series 2005-F, 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 2005-F, and
for certificate transfer purposes is
located at Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479,
Attention: Corporate Trust Services - BAFC
2005-F, 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 1-A Certificates: As to the following Middle-Tier
1-A
Interests, the Corresponding Upper-Tier
Class as follows:
Middle-Tier 1-A Interest
Corresponding 1-A Certificates
--------------------------------------------------------------------------------
Class 1-A-M1 Interest
Class 1-A-1 Certificates
Class 1-A-M2 Interest
Class 1-A-2 Certificates
Class 1-A-M3 Interest
Class 1-A-3 Certificates
Class 1-A-MX Interest
Class 1-X Certificates
Corresponding 1-B Certificates: As to the following Middle-Tier
1-B
Interests, the Corresponding Upper-Tier
Class as follows:
Middle-Tier 1-B Interest
Corresponding 1-B Certificates
--------------------------------------------------------------------------------
Class 1-B-M1 Interest
Class 1-B-1 Certificates
Class 1-B-M2 Interest
Class 1-B-2 Certificates
Class 1-B-M3 Interest
Class 1-B-3 Certificates
Class 1-B-MX Interest
Class 1-B-X Certificates
Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Middle-Tier Interests, the
Corresponding Upper-Tier Class or
Classes as follows:
Uncertificated Middle-Tier
Interest Corresponding
Upper-Tier Class or Classes
--------------------------------------------------------------------------------
Class 1-A-M1 Interest
N/A
Class 1-A-M2 Interest
N/A
Class 1-A-M3 Interest
N/A
Class 1-A-MX Interest
N/A
Class 1-A-MUR Interest
Class 1-A-R
Certificate
Class 2-A-M1 Interest
Class 2-A-1, Class 2-A-2 and Class 2-X
Certificates
Class 3-A-M1 Interest
Class 3-A-1 and Class 3-A-2 Certificates
Class 4-A-M1 Interest
Class 4-A-1 and Class 4-A-2 Certificates
Class 5-A-M1 Interest
Class 5-A-1 and Class 5-A-2 Certificates
Class 6-A-M1 Interest
Class 6-A-1 and Class 6-A-2 Certificates
Class 1-B-MX Interest
N/A
Class 1-BM1 Interest
N/A
Class 1-BM2 Interest
N/A
Class 1-BM3 Interest
N/A
Class 1-BM4 Interest
Class 1-B-4 Certificates
Class 1-BM5 Interest
Class 1-B-5 Certificates
Class 1-BM6 Interest
Class 1-B-6 Certificates
Class CB-M1 Interest
Class CB-1 Certificates
Class CB-M2 Interest
Class CB-2 Certificates
Class CB-M3 Interest
Class CB-3 Certificates
Class CB-M4 Interest
Class CB-4 Certificates
Class CB-M5 Interest
Class CB-5 Certificates
Class CB-M6 Interest
Class CB-6 Certificates
Countrywide Servicing Agreement: The Master Mortgage Loan
Purchase
and Servicing Agreement, dated as of April
1, 2003, by and between BANA (as
successor in interest to Banc of America
Mortgage Capital Corporation) and
Countrywide Home Loans, Inc., as amended by
(i) that certain Amendment No. 1,
dated as of July 1, 2003, by and among Banc
of America Mortgage Capital
Corporation, Countrywide Home Loans, Inc.
and BANA and (ii) that certain
Amendment No. 2, dated as of September 1,
2004, by and among Banc of America
Mortgage Capital Corporation, Countrywide
Home Loans, Inc. and BANA.
Crossed Group: Any of Group 2, Group 3, Group 4, Group 5 or Group
6.
Crossed Loan Group: Any of Loan Group 2, Loan Group 3, Loan Group
4,
Loan Group 5 or Loan Group 6.
Crossed Loan Group Senior Percentage: With respect to any
Distribution Date, the percentage, carried
six places rounded up, obtained by
dividing the aggregate Class Certificate
Balance of the Senior Certificates of
the Crossed Groups immediately prior to
such Distribution Date by the aggregate
Pool Stated Principal Balance of the
Crossed Loan Groups with respect to such
Distribution Date.
Crossed Loan Group Subordinate Percentage: As to any
Distribution
Date, the aggregate Class Certificate
Balance of the Class CB Certificates
divided by the aggregate Pool Stated
Principal Balance for the Crossed Loan
Groups.
Custodian: Initially, the Trustee, and thereafter the Custodian,
if
any, hereafter appointed by the Trustee
pursuant to Section 9.12. The Custodian
may (but need not) be the Trustee or any
Person directly or indirectly
controlling or controlled by or under
common control of either of them. None of
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: August 1, 2005.
Cut-off Date Pool Principal Balance: For each Loan Group, the
aggregate of the Cut-off Date Principal
Balances of the Mortgage Loans in such
Loan Group which is $240,171,163.35 for
Loan Group 1, $200,866,684.54 for Loan
Group 2, $110,549,288.93 for Loan Group 3,
$388,514,337.79 for Loan Group 4,
$35,497,982.25 for Loan Group 5 and
$58,570,525.82 for Loan Group 6.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid
principal balance thereof as of the close
of business on the Cut-off Date,
reduced by all installments of principal
due on or prior thereto whether or not
paid.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (i) the
Monthly Payment due on the related Due
Date under the terms of such Mortgage Loan
over (ii) the amount of the monthly
payment of principal and/or interest
required to be paid with respect to such
Due Date by the Mortgagor as established by
a court of competent jurisdiction
(pursuant to an order which has become
final and nonappealable) as a result of a
proceeding initiated by or against the
related Mortgagor under the Bankruptcy
Code, as amended from time to time (11
U.S.C.); provided that no such excess
shall be considered a Debt Service
Reduction so long as (a) the Servicer 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.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that
became
the subject of a Debt Service
Reduction.
Defective Mortgage Loan: Any Mortgage Loan which is required to
be
cured, repurchased or substituted for
pursuant to Sections 2.02 or 2.04.
Deferred Interest: With respect to any Group 1 Mortgage Loan,
the
excess, if any, of interest accrued since
the previous Due Date at the
applicable Mortgage Interest Rate over the
Monthly Payment due on the related
Due Date.
Deficient Valuation: As to any Mortgage Loan and any
Determination
Date, the excess of (i) the then
outstanding indebtedness under such Mortgage
Loan over (ii) the secured valuation
thereof established by a court of competent
jurisdiction (pursuant to an order which
has become final and nonappealable) as
a result of a proceeding initiated by or
against the related Mortgagor under the
Bankruptcy Code, as amended from time to
time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged
Property; provided that no such excess
shall be considered a Deficient Valuation
so long as (a) the applicable Servicer
is pursuing an appeal of the court order
giving rise to any such modification
and (b)(1) such Mortgage Loan is not in
default with respect to payments due
thereunder in accordance with the terms of
such Mortgage Loan as in effect on
the Cut-off Date or (2) Monthly Payments
are being advanced by the applicable
Servicer, the Master Servicer or the
Trustee, as applicable, in accordance with
the terms of such Mortgage Loan as in
effect on the Cut-off Date.
Definitive Certificates: As defined in Section 6.02(c)(iii).
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, as
defined in the applicable Servicing
Agreement.
Distribution Account: The Eligible Account created and maintained
by
the Securities Administrator pursuant to
Section 3.09(a) 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 Wachovia Bank, National
Association, as Trustee, in trust for
registered holders of Banc of America
Funding Corporation Mortgage Pass-Through
Certificates, Series 2005-F." The
Distribution Account shall be deemed to
consist of 10 sub-accounts; one for each of
the Loan Groups (the "Loan Group 1
Sub-Account," "Loan Group 2 Sub-Account,"
"Loan Group 3 Sub-Account," "Loan
Group 4 Sub-Account," "Loan Group 5
Sub-Account" and "Loan Group 6 Sub-Account")
and one for each of the 1-B Lower-Tier
Certificate Sub-Account, the CB
Lower-Tier Certificate Sub-Account, the
Middle-Tier Certificate Sub-Account and
the Upper-Tier Certificate Sub-Account.
Funds in the Distribution Account shall
be held in trust for the Holders of the
Certificates for the uses and purposes
set forth in this Agreement.
Distribution Date: The 20th day of each month beginning in
September
2005 (or, if such day is not a Business
Day, the next Business Day).
Due Date: As to any Distribution Date and each Mortgage Loan,
the
first day in the calendar month of such
Distribution Date.
Eligible Account: Any of (i) an account or accounts maintained
with
a federal or state chartered depository
institution or trust company the
short-term unsecured debt obligations of
which (or, in the case of a depository
institution or trust company that is the
principal subsidiary of a holding
company, the debt obligations of such
holding company) have the highest
short-term ratings of each Rating Agency at
the time any amounts are held on
deposit therein, or (ii) an account or
accounts in a depository institution or
trust company in which such accounts are
insured by the FDIC (to the limits
established by the FDIC) and the uninsured
deposits in which accounts are
otherwise secured such that, as evidenced
by an Opinion of Counsel delivered to
the Trustee, the Securities Administrator
and to each Rating Agency, the
Certificateholders have a claim with
respect to the funds in such account or a
perfected first priority security interest
against any collateral (which shall
be limited to Permitted Investments)
securing such funds that is superior to
claims of any other depositors or creditors
of the depository institution or
trust company in which such account is
maintained, or (iii) a trust account or
accounts maintained with the trust
department of a federal or state chartered
depository institution or trust company
(including the Trustee 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 or the
Securities Administrator. Notwithstanding
anything in the foregoing to the contrary,
an account shall not fail to be an
Eligible Account solely because it is
maintained with Wells Fargo Bank, N.A., a
wholly owned subsidiary of Wells Fargo
& Co., provided that such subsidiary or
its parent's (A) commercial paper,
short-term unsecured debt obligations or
other short-term deposits are at least
"P-1" in the case of Moody's and "A-1+"
in the case of S&P, if the deposits are
to be held in the account for 30 days or
less, or (B) long-term unsecured debt
obligations are rated at least "Aa3" in
the case of Moody's and "AA-" (or "A"
(without regard to any plus or minus), if
the short-term unsecured debt obligations
are rated at least "A-1+") in the case
of S&P, if the deposits are to be held
in the account for more than 30 days.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: Any of the Class 1-B-4, Class
1-B-5,
Class 1-B-6, Class CB-4, Class CB-5 and
Class CB-6 Certificates.
Escrow Account: As defined in Section 3.08(b).
Escrow Payments: The amounts constituting taxes, assessments,
Primary Mortgage Insurance Policy premiums,
fire and hazard insurance premiums
and other payments as may be required to be
escrowed by the Mortgagor with the
mortgagee pursuant to the terms of any
Mortgage Note or Mortgage.
Events of Default: As defined in Section 8.01.
Excess Proceeds: With respect to any Liquidated Mortgage Loan,
the
amount, if any, by which the sum of any
Liquidation Proceeds of such Mortgage
Loan received in the calendar month in
which such Mortgage Loan became a
Liquidated Mortgage Loan, net of any
amounts previously reimbursed to the
applicable Servicer as Nonrecoverable
Advance(s) with respect to such Mortgage
Loan pursuant to Section 3.11(a)(iv),
exceeds (i) the unpaid principal balance
of such Liquidated Mortgage Loan as of the
Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage
Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due
Date as to which interest was last paid
or for which a Periodic Advance was made
(and not reimbursed) up to the Due Date
applicable to the Distribution Date
immediately following the calendar month
during which such liquidation occurred.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
FHLMC: The Federal Home Loan Mortgage 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 shall be made
pursuant to Section 10.01.
Financial Market Service: Bloomberg Financial Service and any
other
financial information provider designated
by the Depositor by written notice to
the Securities Administrator.
FIRREA: The Financial Institutions Reform, Recovery and
Enforcement
Act of 1989, as amended.
FNMA: Fannie Mae, or any successor thereto.
Form 10-K: As defined in Section 3.22.
Fractional Interest: As defined in Section 5.02(d).
Grantor Trust: That portion of the Trust exclusive of the
REMICs
consisting of (a) the right of the Class
1-A-1, Class 1-A-2, Class 1-A-3, Class
1-B-1, Class 1-B-2 and Class 1-B-3
Certificates to receive Cap Carryover
Amounts, (b) the Class 1-A-1 Yield
Maintenance Agreement, the Class 1-A-2 Yield
Maintenance Agreement, the Class 1-A-3
Yield Maintenance Agreement, the Class
1-B-1 Yield Maintenance Agreement, the
Class 1-B-2 Yield Maintenance Agreement
and the Class 1-B-3 Yield Maintenance
Agreement and (c) the Class 1-A-1 Reserve
Fund, the Class 1-A-2 Reserve Fund, the
Class 1-A-3 Reserve Fund, the Class
1-B-1 Reserve Fund, the Class 1-B-2 Reserve
Fund and the Class 1-B-3 Reserve
Fund.
Gross Margin: As to each Mortgage Loan, the fixed percentage
set
forth in the related Mortgage Note and
indicated in the Mortgage Loan Schedule
as the "Gross Margin," which percentage is
added to the Index on each Rate
Adjustment Date to determine (subject to
rounding, the Periodic Cap or Payment
Cap and the Rate Ceiling) the Mortgage
Interest Rate on such Mortgage Loan until
the next Rate Adjustment Date.
Group: Any of Group 1, Group 2, Group 3, Group 4, Group 5 or
Group
6.
Group 1 Cap: As to any Distribution Date and the Class 1-A-1,
Class
1-A-2, Class 1-A-3, Class 1-B-1, Class
1-B-2 and Class 1-B-3 Certificates, the
lesser of (i) 10.50% and (ii) a per annum
rate equal to the product of (a) the
Net WAC of the Group 1 Mortgage Loans and
(b) 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.
Group 1: The Group 1 Senior Certificates.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1
hereto.
Group 1 Senior Certificates: Class 1-A-1, Class 1-A-2, Class
1-A-3
Class 1-X and Class 1-A-R Certificates.
Group 2: The Group 2 Senior Certificates.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2
hereto.
Group 2 Senior Certificates: Class 2-A-1, Class 2-A-2 and Class
2-X
Certificates.
Group 3: The Group 3 Senior Certificates.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3
hereto.
Group 3 Senior Certificates: Class 3-A-1 and Class 3-A-2
Certificates.
Group 4: The Group 4 Senior Certificates.
Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-4
hereto.
Group 4 Senior Certificates: Class 4-A-1 and Class 4-A-2
Certificates.
Group 5: The Group 5 Senior Certificates.
Group 5 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-5
hereto.
Group 5 Senior Certificates: Class 5-A-1 and Class 5-A-2
Certificates.
Group 6: The Group 6 Senior Certificates.
Group 6 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-6
hereto.
Group 6 Senior Certificates: Class 6-A-1 and Class 6-A-2
Certificates.
Group Subordinate Amount: With respect to any Distribution Date
and
any Loan Group, the excess of the Pool
Stated Principal Balance for such Loan
Group over the aggregate Class Certificate
Balance of the Senior Certificates of
the Related Group immediately prior to such
date.
Holder: A Certificateholder.
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.
Index: As to any Mortgage Loan and Rate Adjustment Date, any of
the
One-Year MTA Index, One-Year CMT Index and
One-Year LIBOR Index. The Index
applicable to each Mortgage Loan shall be
indicated on the Mortgage Loan
Schedule. In the event that any such Index
is no longer available, the
applicable Servicer will select a
substitute Index in accordance with the terms
of the related Mortgage Note and in
compliance with federal and state law.
Initial Class Certificate Balance: As to each Class of
Certificates,
the Class Certificate Balance set forth in
the Preliminary Statement.
Initial Component Balance: As to each Class 1-X-PI Component and
the
Class 1-BX-PI Component, the Component
Balance set forth in the Preliminary
Statement. The Class 1-X-IO Component and
the Class 1-BX-IO Component are
Interest Only Components and have no
Initial Component Balance.
Initial Notional Amount: As to each Class of Interest Only
Certificates, the Notional Amount set forth
in the Preliminary Statement.
Insurance Policy: With respect to any Mortgage Loan included in
the
Trust Estate, any related insurance policy,
including all riders and
endorsements thereto in effect, including
any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than
any amount included in such Insurance
Proceeds in respect of Insured
Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or
any
other insurance policy with respect to the
Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each
Class
of Certificates (other than the Class
1-A-1, Class 1-A-2, Class 1-A-3, Class
1-B-1, Class 1-B-2 and Class 1-B-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 1-A-1, Class
1-A-2, Class 1-A-3, Class 1-B-1, Class
1-B-2 and Class 1-B-3 Certificates, the
period commencing on the Distribution Date
in the prior month (or the Closing
Date, in the case of the first period) and
ending on the day prior to the
Distribution Date in the calendar month in
which such Distribution Date occurs.
Interest Distribution Amount: For any Distribution Date and
each
interest-bearing Class and Component, the
sum of (i) the Accrued Certificate
Interest or Accrued Component Interest,
subject to reduction pursuant to Section
5.02(c) and (ii) any Class Unpaid Interest
Shortfall for such Class or Component
Unpaid Interest Shortfall for such
Component minus, in the case of the Group 1
and the Class 1-B Certificates, any Net
Deferred Interest allocated to such
Class or Component of such Class.
Interest Only Certificates: Any Class of Certificates entitled
to
distributions of interest, but no
distributions of principal. The Class 2-X
Certificates are the only Classes of
Interest Only Certificates.
Interest Only Component: Any Component entitled to distributions
of
interest, but no distributions of
principal. The Class 1-X-IO Component and the
Class 1-BX-IO Component are the only
Interest Only Components.
LIBOR: As to any Distribution date, the arithmetic mean of the
London Interbank offered rate quotations
for one-month U.S. Dollar deposits, as
determined by the Securities Administrator
in accordance with Section 5.09.
LIBOR Business Day: Any Business Day on which banks are open
for
dealing in foreign currency and exchange in
London, England or the City of New
York.
LIBOR Certificates: Any of the Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-B-1, Class 1-B-2 and Class
1-B-3 Certificates.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (including any REO
Property) that was liquidated in the
Prior Period and as to which the applicable
Servicer has certified (in
accordance with the applicable Servicing
Agreement) that it has received all
proceeds it expects to receive in
connection with the liquidation of such
Mortgage Loan including the final
disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or
complete liquidation of defaulted
Mortgage Loans, whether through trustee's
sale, foreclosure sale or otherwise or
amounts received in connection with any
condemnation or partial release of a
Mortgaged Property and any other proceeds
received in connection with an REO
Property, less the sum of related
unreimbursed Servicing Fees and Advances.
Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3,
Loan
Group 4, Loan Group 5 and Loan Group 6.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan Group 4: The Group 4 Mortgage Loans.
Loan Group 5: The Group 5 Mortgage Loans.
Loan Group 6: The Group 6 Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any
date
of determination, the fraction, expressed
as a percentage, the numerator of
which is the outstanding principal balance
of the related Mortgage Loan at
origination and the denominator of which is
the Appraised Value of the related
Mortgaged Property.
Lower-Tier REMICs: The 1-B Lower-Tier REMIC and the CB
Lower-Tier
REMIC.
LPMI Policy: A lender-paid Primary Mortgage Insurance Policy.
Master Servicer: Wells Fargo Bank, N.A., and its
successors-in-interest and, if a successor
master servicer is appointed
hereunder, such successor, as master
servicer.
Master Servicer Custodial Account: The account or accounts
created
and maintained by the Master Servicer
pursuant to Section 3.09(b) which must be
an Eligible Account.
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 Indemnified Parties: As defined in Section
3.22(c).
Master Servicer's Certificate: The monthly report required of
the
Master Servicer pursuant to Section
4.01.
Master Servicing Fee: With respect to each Mortgage Loan and
Distribution Date, the amount of the fee
payable to the Master Servicer, which
shall, for such Distribution Date, be equal
to one-twelfth of the product of the
Master Servicing Fee Rate with respect to
such Mortgage Loan and the Stated
Principal Balance of such Mortgage Loan.
Such fee shall be payable monthly,
computed on the basis of the same Stated
Principal Balance and period respecting
which any related interest payment on a
Mortgage Loan is computed.
Master Servicing Fee Rate: With respect to each Mortgage Loan,
0.00375% per annum.
Master Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the
administration and master servicing of the
Mortgage Loans whose name appears on a list
of servicing officers furnished to
the Securities Administrator 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.
MERS: As defined in Section 2.01(b)(iii).
Middle-Tier 1-A Interest: Any of the Class 1-A-M1 Interest,
Class
1-A-M2 Interest, Class 1-A-M3 Interest and
Class 1-A-MX Interest. For the
avoidance of doubt, the Class 1-A-MUR
Interest is not included in the definition
of Middle-Tier 1-A Interest.
Middle-Tier 1-B Interest: Any of the Class 1-B-M1 Interest,
Class
1-B-M2 Interest, Class 1-B-M3 Interest and
Class 1-B-MX Interest.
Middle-Tier Certificate Sub-Account: The sub-account of the
Distribution Account designated by the
Securities Administrator pursuant to
Section 3.09(g).
Middle-Tier Distribution Amount: As defined in Section 5.02(a)
hereof.
Middle-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the
Uncertificated Lower-Tier Interests.
Monthly Form 8-K: As defined in Section 3.22.
Monthly Payment: The scheduled monthly payment on a Mortgage
Loan
due on any Due Date allocable to principal
and/or interest on such Mortgage Loan
which, unless otherwise specified herein,
shall give effect to any related Debt
Service Reduction and any Deficient
Valuation that affects the amount of the
monthly payment due on such Mortgage
Loan.
Moody's: Moody's Investors Service, Inc., or any successor
thereto.
Mortgage: The mortgage, deed of trust or other instrument creating
a
first lien on a Mortgaged Property securing
a Mortgage Note or creating a first
lien on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan
and any additional documents required
to be added to the Mortgage File pursuant
to this Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum
rate
of interest at which interest accrues on
the principal balance of such Mortgage
Loan, as adjusted from time to time in
accordance with the provisions of the
related Mortgage Note, which rate is (a)
prior to the first Rate Adjustment Date
for each such Mortgage Loan, the initial
Mortgage Interest Rate for such
Mortgage Loan indicated on the Mortgage
Loan Schedule and (b) from and after
such Rate Adjustment Date, the sum of the
applicable Index, as of the Rate
Adjustment Date applicable to such Due
Date, and the Gross Margin, rounded as
set forth in such Mortgage Note, subject to
the Periodic Cap or Payment Cap and
the Rate Ceiling applicable to such
Mortgage Loan at any time during the life of
such Mortgage Loan.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated August 30, 2005, between
BANA, as seller, and the Depositor, as
purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time
to
time amended by the Master Servicer to
reflect the addition of Substitute
Mortgage Loans and the deletion of
Defective Mortgage Loans pursuant to the
provisions of this Agreement) transferred
to the Trustee as part of the Trust
Estate and from time to time subject to
this Agreement, attached hereto as
Exhibit D-1, Exhibit D-2, Exhibit D-3,
Exhibit D-4, Exhibit D-5 and Exhibit D-6
setting forth the following information
with respect to each Mortgage Loan: (i)
the Mortgage Loan identifying number; (ii)
a code indicating whether the
Mortgaged Property is owner-occupied; (iii)
the property type for each Mortgaged
Property; (iv) the original months to
maturity or the remaining months to
maturity from the Cut-off Date; (v) the
Loan-to-Value Ratio at origination; (vi)
the Mortgage Interest Rate as of the
Cut-off Date; (vii) the date on which the
first Monthly Payment was due on the
Mortgage Loan, and, if such date is not the
Due Date currently in effect, such Due
Date; (viii) the stated maturity date;
(ix) the amount of the Monthly Payment as
of the Cut-off Date; (x) the
paid-through date; (xi) the original
principal amount of the Mortgage Loan;
(xii) the principal balance of the Mortgage
Loan as of the close of business on
the Cut-off Date, after application of
payments of principal due on or before
the Cut-off Date, whether or not collected,
and after deduction of any payments
collected of scheduled principal due after
the Cut-off Date; (xiii) a code
indicating the purpose of the Mortgage
Loan; (xiv) a code indicating the
documentation style; (xv) the Appraised
Value; (xvi) the first Rate Adjustment
Date; (xvii) the Rate Ceiling; (xviii) the
Periodic Cap; (xix) the Payment Cap,
if any; (xx) the Gross Margin; (xxi) the
Index; (xxii) the closing date of such
Mortgage Loan; (xxiii) whether such
Mortgage Loan is subject to a prepayment
premium; (xxiv) the Originator of such
Mortgage Loan; and (xxv) the Servicer of
such Mortgage Loan as of the Cut-off Date.
With respect to the Group 1 Mortgage
Loans and Crossed Loan Group 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 Deferred Interest: As to any Due Date and Loan Group 1, the
excess, if any, of the aggregate Deferred
Interest on the Group 1 Mortgage Loans
since the preceding Due Date over the
Principal Prepayment Amount.
Net Mortgage Interest Rate: As to any Mortgage Loan and
Distribution
Date, such Mortgage Loan's Mortgage
Interest Rate thereon on the first day of
the month preceding the month of the
related Distribution Date reduced by the
applicable Administrative Fee Rate for such
Mortgage Loans.
Net Prepayment Amount: As to any Distribution Date and Loan Group
1,
the excess, if any, of (i) Principal
Prepayment Amount over (ii) the aggregate
amount of Deferred Interest accrued on the
Group 1 Mortgage Loans from the
previous Due Date to the Due Date related
to such Distribution Date.
Net WAC: As to any Loan Group and any Distribution Date, the
weighted average of the Net Mortgage
Interest Rates of the Mortgage Loans in
such Loan Group (based on Stated Principal
Balances of the Mortgage Loans in
such Loan Group on the Due Date in the
month preceding the month of such
Distribution Date).
Non-Supported Interest Shortfalls: As to any Distribution Date
and
(i) Loan Group 1, the amount, if any, by
which the aggregate of Prepayment
Interest Shortfalls Loan Group 1 exceeds
Compensating Interest for Loan Group 1
for such Distribution Date and (ii) the
Crossed Loan Groups, the amount, if any,
by which the aggregate of Prepayment
Interest Shortfalls for the Crossed Loan
Groups exceeds Compensating Interest for
the Crossed Loan Groups for such
Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made
or
proposed to be made in respect of a
Mortgage Loan which has not been previously
reimbursed and which, in the good faith
judgment of the applicable Servicer will
not or, in the case of a proposed Advance,
would not be ultimately recoverable
from the related Mortgagor, related
Liquidation Proceeds, Insurance Proceeds or
other recoveries in respect of the related
Mortgage Loan.
Notional Amount: With respect to: (i) the Class 1-X-IO Component
and
any date of determination, the Class 1-X-IO
Notional Amount, (ii) the Class
1-BX-IO Component and any date of
determination, the Class 1-BX-IO Notional
Amount and (iii) the Class 2-X Certificates
and any date of determination, the
Class 2-X Notional Amount,.
NYCEMA: A New York Consolidation, Extension and Modification
Agreement.
Offered Certificates: The Senior Certificates and the Class
1-B-X,
Class 1-B-1, Class 1-B-2, Class 1-B-3,
Class CB-1, Class CB-2 and Class CB-3
Certificates.
Officer's Certificate: A certificate signed by the Chairman of
the
Board, Vice Chairman of the Board,
President or a Vice President and by the
Treasurer, the Secretary or one of the
Assistant Treasurers or Assistant
Secretaries, or any other duly authorized
officer of the Depositor or the Master
Servicer, as the case may be, and delivered
to the Trustee or the Securities
Administrator, as the case may be.
One-Year CMT Index: A rate per annum that is defined to be the
weekly average yield on United States
Treasury Securities adjusted to a constant
maturity of one year, as made available by
the Federal Reserve Board, published
in Federal Reserve Statistical Release H.15
(519) and most recently available as
of the date 45 days before the applicable
Rate Adjustment Date.
One-Year LIBOR Index: A rate per annum that is defined to be
the
average of interbank offered rates for
one-year U.S. dollar-denominated deposits
in the London market, as published in The
Wall Street Journal and most recently
available either (i) as of the first
Business Day in the month preceding the
month of the applicable Rate Adjustment
Date or (ii) up to the date 45 days
before the applicable Rate Adjustment
Date.
One-Year MTA Index: A rate per annum that is defined to be the
12
month average monthly yield of U.S.
Treasury securities adjusted to a constant
maturity of one year, as made available by
the Federal Reserve Board, published
in Federal Reserve Statistical Release H.15
(519).
Opinion of Counsel: A written opinion of counsel acceptable to
the
Trustee if such opinion is delivered to the
Trustee, or acceptable to the
Securities Administrator if such opinion is
delivered to the Securities
Administrator, who may be counsel for the
Depositor or the Master Servicer,
except that any opinion of counsel relating
to the qualification of the Trust
Estate as four REMICs or compliance with
the REMIC Provisions must be an opinion
of Independent counsel.
Original Fractional Interest: With respect to each of the
following
Classes of Subordinate Certificates, the
corresponding percentage described
below, as of the Closing Date:
Class 1-B-X
10.90%
Class 1-B-1
7.25%
Class 1-B-2
4.70%
Class 1-B-3
3.20%
Class 1-B-4
1.80%
Class 1-B-5
0.75%
Class 1-B-6
0.00%
Class CB-1
2.90%
Class CB-2
1.90%
Class CB-3
1.30%
Class CB-4
0.75%
Class CB-5
0.30%
Class CB-6
0.00%
Original Subordinate Certificate Balance: $26,179,063.00 for
the
Class 1-B Certificates and $47,640,819.00
for the Class CB Certificates.
Originator: For each Mortgage Loan, the Person listed on the
Mortgage Loan Schedule as the
originator.
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
which
was not the subject of a Principal
Prepayment in Full prior to such Due Date,
which did not become a Liquidated Mortgage
Loan prior to such Due Date and which
was not purchased from the Trust prior to
such Due Date pursuant to Sections
2.02 or 2.04.
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: As to each Class of interest-bearing
Certificates
and each Component, the per annum rate set
forth or described in the Preliminary
Statement.
Paying Agent: As defined in Section 9.13.
Payment Cap: For each Group 1 Mortgage Loan, the applicable limit
on
adjustment of the Monthly Payment, subject
to certain exceptions, for each Rate
Adjustment Date specified in the applicable
Mortgage Note and designated as such
in the Mortgage Loan Schedule.
Percentage Interest: As to any Certificate (other than a
Component),
the percentage obtained by dividing the
initial Certificate Balance (or initial
Notional Amount) of such Certificate by the
Initial Class Certificate Balance
(or Initial Notional Amount) of the Class
of which such Certificate is a part.
As to each Component Certificate, the
percentage obtained by dividing the
initial notional amount of the Interest
Only Component of such Certificate by
the aggregate initial notional amount of
the Interest Only Component of such
class.
Periodic Advance: With respect to each Servicer, shall have the
meaning given to term "Monthly Advance" in
the applicable Servicing Agreement.
Periodic Cap: For each Crossed Loan Group Mortgage Loan, the
applicable limit on adjustment of the
Mortgage Interest Rate for each Rate
Adjustment Date specified in the applicable
Mortgage Note and designated as such
in the Mortgage Loan Schedule.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the
United
States, FHLMC, FNMA 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 FHLMC or FNMA 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 "P1" 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 "P1" by Moody's and "A-1+" by S&P;
(iv) commercial paper (having original maturities of not more
than
365 days)
of any corporation incorporated under the laws of the United
States or
any state thereof which is rated not lower than "P1" 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 either "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 the Trust Estate as four REMICs;
provided, however, that no instrument shall
be a Permitted Investment if it
represents either (a) the right to receive
only interest payments with respect
to the underlying debt instrument or (b)
the right to receive both principal and
interest payments derived from obligations
underlying such instrument and the
principal and interest with respect to such
instrument provide a yield to
maturity greater than 120% of the yield to
maturity at par of such underlying
obligations.
Permitted Transferee: Any Person other than (i) the United
States,
or any State or any political subdivision
thereof, or any agency or
instrumentality of any of the foregoing,
(ii) a foreign government,
international organization or any agency or
instrumentality of either of the
foregoing, (iii) an organization which is
exempt from tax imposed by Chapter 1
of the Code (including the tax imposed by
Section 511 of the Code on unrelated
business taxable income) (except certain
farmers' cooperatives described in Code
Section 521), (iv) rural electric and
telephone cooperatives described in Code
Section 1381(a)(2)(C), (v) a Person with
respect to whom the income on a
Residual Certificate is allocable to a
foreign permanent establishment or fixed
base, within the meaning of an applicable
income tax treaty, of such Person or
any other U.S. Person, and (vi) any other
Person so designated by the Master
Servicer based on an Opinion of Counsel to
the effect that any transfer to such
Person may cause the Trust or any other
Holder of a Residual Certificate to
incur tax liability that would not be
imposed other than on account of such
transfer. The terms "United States,"
"State" and "international organization"
shall have the meanings set forth in Code
Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association,
joint-stock company, trust,
unincorporated organization or government
or any agency or political subdivision
thereof.
Physical Certificates: The Class 1-A-R, Class 1-B-4, Class
1-B-5,
Class 1-B-6, Class CB-4, Class CB-5 and
Class CB-6 Certificates.
Plan: As defined in Section 6.02(e).
Pool Distribution Amount: As to any Distribution Date and Loan
Group, the excess of (a) the sum of (i) the
aggregate of (A) the interest
portion of any Monthly Payment on a
Mortgage Loan in such Loan Group and the
principal portion of any Monthly Payment on
a Mortgage Loan in such Loan Group
due on the Due Date in the month in which
such Distribution Date occurs and
which is received prior to the related
Determination Date after taking into
account reductions in respect of Deferred
Interest on the Group 1 Mortgage Loans
and (B) all Periodic Advances made by a
Servicer (or the Master Servicer) in
respect of such Loan Group and payments of
Compensating Interest allocable to
such Loan Group made by the applicable
Servicer in respect of such Loan Group
and such Distribution Date deposited to the
Master Servicer Custodial Account
pursuant to Section 3.09(c)(vi); (ii) all
Liquidation Proceeds received on the
Mortgage Loans in such Loan Group during
the preceding calendar month and
deposited to the Master Servicer Custodial
Account pursuant to Section
3.09(c)(iii); (iii) all Principal
Prepayments received on the Mortgage Loans in
such Loan Group during the month preceding
the month of such Distribution Date
and deposited to the Master Servicer
Custodial Account pursuant to Section
3.09(c)(i) during such period; (iv) in
connection with any Mortgage Loans that
are Defective Mortgage Loans in such Loan
Group, the aggregate of the Purchase
Prices and Substitution Adjustment Amounts
remitted on the related Remittance
Date pursuant to Section 3.09(c)(vii); (v)
any other amounts in the Master
Servicer Custodial Account deposited
therein pursuant to Section 3.09(c)(iv),
(v) and (viii) in respect of such
Distribution Date and such Loan Group; (vi)
any Reimbursement Amount required to be
included pursuant to Section 5.02(a);
and (vii) any Recovery with respect to such
Distribution Date over (b) any
amounts permitted to be withdrawn from the
Master Servicer Custodial Account
pursuant to clauses (i) through (viii),
inclusive, of Section 3.11(a) in respect
of such Loan Group.
Pool Stated Principal Balance: As to any Distribution Date and
Loan
Group, the aggregate Stated Principal
Balance of all Mortgage Loans in such Loan
Group that were Outstanding Mortgage Loans
immediately following the Due Date in
the month preceding the month in which such
Distribution Date occurs.
Prepayment Interest Shortfall: As to any Distribution Date and
each
Mortgage Loan subject to a Principal
Prepayment received during the Prior
Period, the amount, if any, by which one
month's interest at the related
Mortgage Interest Rate (net of the
Servicing Fee Rate) on such Principal
Prepayment exceeds the amount of interest
paid in connection with such Principal
Prepayment.
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 FNMA or FHLMC.
Principal Amount: As to any Distribution Date and Loan Group,
the
sum of (i) the sum of (a) the principal
portion of each Monthly Payment due on
each Mortgage Loan in such Loan Group on
the related Due Date, (b) the Stated
Principal Balance, as of the date of
repurchase, of (i) each Mortgage Loan in
such Loan Group that was repurchased by a
Servicer pursuant to the applicable
Servicing Agreement as of such Distribution
Date, (ii) any Mortgage Loan
repurchased by the Seller pursuant to the
Mortgage Loan Purchase Agreement or a
Purchase Obligation as of such Distribution
Date, (iii) any Mortgage Loan
repurchased by the Depositor pursuant to a
Purchase Obligation as of such
Distribution Date or (iv) any Mortgage Loan
purchased pursuant to Section 10.01
hereof, (c) any Substitution Adjustment
Amount in connection with a Defective
Mortgage Loan in such Loan Group received
during the Prior Period, (d) any
Liquidation Proceeds allocable to
recoveries of principal of Mortgage Loans in
such Loan Group that are not yet Liquidated
Mortgage Loans received by a
Servicer during the Prior Period, (e) with
respect to each Mortgage Loan in such
Loan Group that became a Liquidated
Mortgage Loan during the Prior Period, the
amount of Liquidation Proceeds (excluding
Excess Proceeds) allocable to
principal received by a Servicer with
respect to such Mortgage Loan during such
Prior Period and (f) all Net Prepayment
Amounts (in the case of the Loan Group
1) or all Principal Prepayments (in the
case of the Crossed Loan Groups) on the
Mortgage Loans in such Loan Group received
by a Servicer during the Prior Period
and (ii) any Recovery related to such Loan
Group for such Distribution Date.
Principal and Interest Component: Either of the Class 1-X-PI or
Class 1-BX-PI Component.
Principal Prepayment: With respect to each Mortgage Loan, any
payment or other recovery of principal on a
Mortgage Loan (other than
Liquidation Proceeds) which is received in
advance of its scheduled Due Date and
is not accompanied by an amount of interest
representing scheduled interest due
on any date or dates in any month or months
subsequent to the month of
prepayment.
Principal Prepayment Amount: As to any Distribution Date and
Loan
Group 1, the sum of all Principal
Prepayments on the Group 1 Mortgage Loans
received during the Prior Period.
Principal Prepayment in Full: Any Principal Prepayment of the
entire
principal balance of a Mortgage Loan.
Prior Period: With respect to any Distribution Date, the
calendar
month immediately preceding the month of
such Distribution Date.
Private Certificates: The Class 1-B-4, Class 1-B-5, Class
1-B-6,
Class CB-4, Class CB-5 and Class CB-6
Certificates.
Pro Rata Share: As to any Distribution Date and any Class of
Subordinate Certificates, the portion of
the Subordinate Principal Distribution
Amounts allocable to such Class, equal to
the sum of (i) the product of the
amounts determined in accordance with
clause (i) of the Subordinate Principal
Distribution Amounts and a fraction, the
numerator of which is the related Class
Certificate Balance thereof and the
denominator of which is the aggregate Class
Certificate Balance of the Subordinate
Certificates and (ii) if such class is
not a Restricted Class, the product of the
amounts determined in accordance with
clause (ii) of the Subordinate Principal
Distribution Amounts for such
Distribution Date and a fraction, the
numerator of which is the related Class
Certificate Balance thereof and the
denominator of which is the aggregate Class
Certificate Balance of the Subordinate
Certificates that are not Restricted
Classes. The Pro Rata Share of a Restricted
Class shall be 0% with respect to
clause (ii) hereof.
Purchase Obligation: An obligation of the Seller or the Depositor
to
purchase Mortgage Loans under the
circumstances and in the manner provided in
Section 2.02 or 2.04.
Purchase Price: With respect to each Mortgage Loan that was a
Defective Mortgage Loan repurchased on any
date pursuant to Sections 2.02 or
2.04, an amount equal to the sum of (i) the
Stated Principal Balance of the
Mortgage Loan, (ii) interest on such Stated
Principal Balance at the Mortgage
Interest Rate from the date on which
interest has last been paid and distributed
through the last day of the month in which
such repurchase takes place and (iii)
any costs and damages incurred by the Trust
in connection with any violation by
such repurchased Mortgage Loan of any
predatory or abusive lending law, less (x)
amounts received or advanced in respect of
such repurchased Mortgage Loan which
are being held in the applicable Servicer
Custodial Account for distribution in
the month of repurchase and (y) if the
Person repurchasing such Mortgage Loan is
servicing such Mortgage Loan under the
related Servicing Agreement, the
Servicing Fee for such Mortgage Loan.
Rate Adjustment Date: As to each Mortgage Loan, the Due Date on
which an adjustment to the Mortgage
Interest Rate of such Mortgage Loan becomes
effective under the related Mortgage
Note.
Rate Ceiling: The maximum per annum Mortgage Interest Rate
permitted
under the related Mortgage Note and
indicated on the Mortgage Loan Schedule.
Rate Determination Date: As to any Class of LIBOR Certificates,
the
second LIBOR Business Day prior to the
beginning of the applicable Interest
Accrual Period for such Class and such
Distribution Date.
Rating Agency: Each of Moody's and S&P. If either such
organization
or a successor is no longer in existence,
"Rating Agency" shall be such
nationally recognized statistical rating
organization, or other comparable
Person, as is designated by the Depositor,
notice of which designation shall be
given to the Trustee, 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.
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 each Certificate (other than the
Class
1-A-1, Class 1-A-2, Class 1-A-3, Class
1-B-1, Class 1-B-2 and Class
1-B-3 Certificates), the last day of the month (or, if such day is not a
Business Day, the preceding Business Day) preceding the month of the
related
Distribution Date. With respect to each Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-B-1, Class 1-B-2 and Class
1-B-3 Certificate, the
Business Day
immediately preceding each Distribution Date;
provided, however,
that if any
such Class 1-A-1, Class 1-A-2, Class 1-A-3, Class
1-B-1, Class 1-B-2 or Class
1-B-3 Certificate becomes a Definitive
Certificate,
the Record Date for
such
Certificate shall be the last business day
of the month immediately preceding
the month in which the related Distribution
Date occurs.
Recovery: Any amount received on a Mortgage Loan subsequent to
such
Mortgage Loan being determined to be a
Liquidated Mortgage Loan.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Reimbursement Amount: As defined in Section 2.02.
Related Group: For Loan Group 1, Group 1 and the Class 1-B
Certificates; for Loan Group 2, Group 2;
for Loan Group 3, Group 3; for Loan
Group 4, Group 4; for Loan Group 5, Group
5; for Loan Group 6, Group 6; and for
the Crossed Loan Groups, Group 2, Group 3,
Group 4, Group 5 and Group 6 and the
Class CB Certificates.
Related Interest Only Component: For the Class 1-X-PI Component,
the
Class 1-X-IO Component; and for the Class
1-BX-PI Component, the Class 1-BX-IO
Component.
Related Loan Group: For Group 1, Loan Group 1; for Group 2,
Loan
Group 2; for Group 3, Loan Group 3; for
Group 4, Loan Group 4; for Group 5, Loan
Group 5; and for Group 6, Loan Group 6.
Related Principal and Interest Component: For the Class 1-X-IO
Component, the Class 1-X-PI Component; and
for the Class 1-BX-IO Component, the
Class 1-BX-PI Component.
Relief Act: The Servicemembers Civil Relief Act.
Relief Act Reduction: With respect to any Distribution Date, for
any
Mortgage Loan as to which there has been a
reduction in the amount of interest
collectible thereon for the most recently
ended calendar month as a result of
the application of the Relief Act or
comparable state legislation, the amount,
if any, by which (i) interest collectible
on such Mortgage Loan for the most
recently ended calendar month is less than
(ii) interest accrued pursuant to the
terms of the Mortgage Note on the same
principal amount and for the same period
as the interest collectible on such
Mortgage Loan for the most recently ended
calendar month.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity
date"
of the Regular Certificates and Components
as that term is defined in Section
2.07.
REMIC Provisions: Provisions of the federal income tax law
relating
to real estate mortgage investment
conduits, which appear at Section 860A
through 860G of Subchapter M of Chapter 1
of the Code, and related provisions,
and regulations promulgated thereunder, as
the foregoing may be in effect from
time to time, as well as provisions of
applicable state laws.
Remittance Date: The 18th day of each month beginning in
September
2005 (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.
Request for Release: The Request for Release submitted by a
Servicer
to the Trustee substantially in the form of
Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy which is required to be
maintained from time to time under this
Agreement in respect of such Mortgage
Loan.
Reserve Funds: Any of the Class 1-A-1 Reserve Fund, the Class
1-A-2
Reserve Fund, the Class 1-A-3 Reserve Fund,
the Class 1-B-1 Reserve Fund, the
Class 1-B-2 Reserve Fund or the Class 1-B-3
Reserve Fund.
Residual Certificate: The Class 1-A-R Certificate.
Responsible Officer: When used with respect to the Trustee or
the
Securities Administrator, any officer of
the Corporate Trust Department of the
Trustee or the Securities Administrator, as
applicable, including any Senior
Vice President, any Vice President, any
Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant
Trust Officer, or any other officer of
the Trustee or Securities Administrator, as
applicable, customarily performing
functions similar to those performed by any
of the above designated officers and
having responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies,
Inc., or any successor thereto.
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.
Seller: 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.
Senior Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-R, Class 1-X, Class 2-A-1, Class
2-A-2, Class 2-X, Class 3-A-1, Class
3-A-2, Class 4-A-1, Class 4-A-2, Class
5-A-1, Class 5-A-2, Class 6-A-1 and Class
6-A-2 Certificates.
Senior Credit Support Depletion Date: As to Group 1, the date
on
which the aggregate Class Certificate
Balance of the Class 1-B Certificates is
reduced to zero, and as to each of the
Crossed Groups, the date on which the
aggregate Class Certificate Balance of the
Class CB Certificates is reduced to
zero.
Senior Percentage: With respect to any Distribution Date and
Loan
Group, the percentage, carried to six
places rounded up, obtained by dividing
(i) the aggregate Class Certificate Balance
of the Senior Certificates of the
Related Group immediately prior to such
Distribution Date, by (ii) the Pool
Stated Principal Balance of such Loan Group
for such Distribution Date.
Senior Prepayment Percentage: For any Distribution Date and
Loan
Group 1 during the ten years beginning on
the first Distribution Date, 100%. The
Senior Prepayment Percentage for Loan Group
1 and for any Distribution Date
occurring on or after the tenth anniversary
of the first Distribution Date will,
except as provided herein, be as follows:
for any Distribution Date in the first
year thereafter, the Senior Percentage for
Loan Group 1 plus 70% of the
Subordinate Percentage for Loan Group 1 for
such Distribution Date; for any
Distribution Date in the second year
thereafter, the Senior Percentage for Loan
Group 1 plus 60% of the Subordinate
Percentage for Loan Group 1 for such
Distribution Date; for any Distribution
Date in the third year thereafter, the
Senior Percentage for Loan Group 1 plus 40%
of the Subordinate Percentage for
Loan Group 1 for such Distribution Date;
for any Distribution Date in the fourth
year thereafter, the Senior Percentage for
Loan Group 1 plus 20% of the
Subordinate Percentage for Loan Group 1 for
such Distribution Date; and for any
Distribution Date in the fifth or later
years thereafter, the Senior Percentage
for Loan Group 1 for such Distribution Date
unless (i) on any of the foregoing
Distribution Dates the Senior Percentage
for Loan Group 1 exceeds the initial
Senior Percentage for Loan Group 1, in
which case the Senior Prepayment
Percentage for Loan Group for such
Distribution Date will once again equal 100%,
(ii) on any Distribution Date before the
Distribution Date occurring in
September 2008, the Loan Group 1
Subordinate Percentage for such Distribution
Date is greater than or equal to twice the
initial Loan Group 1 Subordinate
Percentage, in which case the Senior
Prepayment Percentage for Loan Group 1 for
such Distribution Date will equal the
Senior Percentage for Loan Group 1 plus
50% of the Subordinate Percentage for Loan
Group 1, or (iii) on any Distribution
Date occurring on or after the Distribution
Date in September 2008, the Loan
Group 1 Subordinate Percentage for such
Distribution Date is greater than or
equal to twice the initial Loan Group 1
Subordinate Percentage, in which case
the Senior Prepayment Percentage for Loan
Group 1 for such Distribution Date
will equal the Senior Percentage for Loan
Group 1. Notwithstanding the
foregoing, no decrease in the share of the
Loan Group 1 Subordinate Percentage
(for calculating the Senior Prepayment
Percentage for Loan Group 1) will occur
and the Senior Prepayment Percentage for
Loan Group 1 shall be calculated
without regard to clause (ii) or (iii) in
the preceding sentence unless both of
the Senior Step Down Conditions for Loan
Group 1 are satisfied.
For any Distribution Date and Crossed Loan Group during the
seven
years beginning on the first Distribution
Date, 100%. The Senior Prepayment
Percentage for any Crossed Loan Group and
for any Distribution Date occurring on
or after the seventh anniversary of the
first Distribution Date will, except as
provided herein, be as follows: for any
Distribution Date in the first year
thereafter, the Senior Percentage for such
Crossed Loan Group plus 70% of the
Subordinate Percentage for such Crossed
Loan Group for such Distribution Date;
for any Distribution Date in the second
year thereafter, the Senior Percentage
for such Crossed Loan Group plus 60% of the
Subordinate Percentage for such
Crossed Loan Group for such Distribution
Date; for any Distribution Date in the
third year thereafter, the Senior
Percentage for such Crossed Loan Group plus
40% of the Subordinate Percentage for such
Loan Group for such Distribution
Date; for any Distribution Date in the
fourth year thereafter, the Senior
Percentage for such Crossed Loan Group plus
20% of the Subordinate Percentage
for such Crossed Loan Group for such
Distribution Date; and for any Distribution
Date in the fifth or later years
thereafter, the Senior Percentage for such
Crossed Loan Group for such Distribution
Date unless (i) on any of the foregoing
Distribution Dates the Crossed Loan Group
Senior Percentage exceeds the initial
Crossed Loan Group Senior Percentage, in
which case the Senior Prepayment
Percentage for each Crossed Loan Group for
such Distribution Date will once
again equal 100%, (ii) on any Distribution
Date before the Distribution Date
occurring in September 2008, the Crossed
Loan Group Subordinate Percentage for
such Distribution Date is greater than or
equal to twice the initial Crossed
Loan Group Subordinate Percentage, in which
case the Senior Prepayment
Percentage for each Loan Group for such
Distribution Date will equal the Senior
Percentage for such Crossed Loan Group plus
50% of the Subordinate Percentage
for such Crossed Loan Group, or (iii) on
any Distribution Date occurring on or
after the Distribution Date in September
2008, the Crossed Loan Group
Subordinate Percentage for such
Distribution Date is greater than or equal to
twice the initial Crossed Loan Group
Subordinate Percentage, in which case the
Senior Prepayment Percentage for each
Crossed Loan Group for such Distribution
Date will equal the Senior Percentage for
such Crossed Loan Group.
Notwithstanding the foregoing, no decrease
in the share of the applicable
Crossed Loan Group Subordinate Percentage
(for calculating the applicable Senior
Prepayment Percentage for any Crossed Loan
Group) will occur and the Senior
Prepayment Percentage for all Crossed Loan
Groups shall be calculated without
regard to clause (ii) or (iii) in the
preceding sentence unless both of the
Senior Step Down Conditions for the Crossed
Loan Groups are satisfied.
Senior Principal Distribution Amount: As to any Distribution
Date
and Loan Group, the sum of (i) the Senior
Percentage for such Loan Group of the
amounts described in clauses (i)(a) through
(d) of the definition of "Principal
Amount" for such Distribution Date and Loan
Group and (ii) the Senior Prepayment
Percentage for such Loan Group of the
amounts described in clauses (i)(e) and
(f) and the amount described in clause (ii)
of the definition of "Principal
Amount" for such Distribution Date and Loan
Group.
Senior Step Down Conditions: As of any Distribution Date as to
which
any decrease in the Senior Prepayment
Percentage for Loan Group 1 applies, (i)
the outstanding principal balance of all
Group 1 Mortgage Loans (including, for
this purpose, any Group 1 Mortgage Loans in
foreclosure, any REO Property and
any Group 1 Mortgage Loan for which the
Mortgagor has filed for bankruptcy after
the Closing Date) delinquent 60 days or
more (averaged over the preceding six
month period), as a percentage of the
aggregate Class Certificate Balance of the
Class 1-B Certificates, is not equal to or
greater than 50% or (ii) cumulative
Realized Losses with respect to the Group 1
Mortgage Loans as of the applicable
Distribution Date do not exceed the
percentages of the related Original
Subordinate Certificate Balance set forth
below:
Percentage of
Original Subordinate
Distribution Date Occurring
Certificate Balance
---------------------------
-------------------
September 2005 through August 2015
20%
September 2015 through August 2016
30%
September 2016 through August 2017
35%
September 2017 through August 2018
40%
September 2018 through August 2019
45%
September 2019 and thereafter
50%
As of any Distribution Date as to which any decrease in the
Senior
Prepayment Percentage for any Crossed Loan
Group applies, (i) the outstanding
principal balance of all Mortgage Loans in
the Crossed Loan Groups (including,
for this purpose, any Mortgage Loans in
such Crossed Loan Groups in foreclosure,
any REO Property and any Mortgage Loan in
such Crossed Loan Groups for which the
Mortgagor has filed for bankruptcy after
the Closing Date) delinquent 60 days or
more (averaged over the preceding six month
period), as a percentage of the
aggregate Class Certificate Balance of the
Class CB Certificates, is not equal
to or greater than 50% or (ii) cumulative
Realized Losses with respect to the
Mortgage Loans in the Crossed Loan Groups
as of the applicable Distribution Date
do not exceed the percentages of the
related Original Subordinate Certificate
Balance set forth below:
Percentage of
Original Subordinate
Distribution Date Occurring
Certificate Balance
---------------------------
-------------------
September 2005 through August 2012
20%
September 2012 through August 2013
30%
September 2013 through August 2014
35%
September 2014 through August 2015
40%
September 2015 through August 2016
45%
September 2016 and thereafter
50%
Servicer: Either of BANA or Countrywide Home Loans Servicing
LP,
each in their capacity as 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: Either of the BANA Servicing Agreement or
Countrywide Servicing Agreement.
Servicing Fee: With respect to each Servicer, as defined in the
applicable Servicing Agreement.
Servicing Fee Rate: With respect to each Servicer, as defined in
the
applicable Servicing Agreement.
Servicing Officer: With respect to each Servicer, as defined in
the
related Servicing Agreement.
Similar Law: As defined in Section 6.02(e).
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, plus any Deferred Interest.
Subordinate Certificates: The Class 1-B and Class CB
Certificates.
Subordinate Percentage: As of any Distribution Date and Loan
Group,
100% minus the Senior Percentage for such
Loan Group for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date
and
Loan Group, 100% minus the Senior
Prepayment Percentage for such Loan Group and
such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, an amount
equal to the sum of (i) the
Subordinate Percentage for such Loan Group
of the amounts described in clauses
(i)(a) through (d) of the definition of
"Principal Amount" for such Distribution
Date and Loan Group and (ii) the
Subordinate Prepayment Percentage for such Loan
Group of the amounts described in clauses
(i)(e) and (f) and the amount
described in clause (ii) of the definition
of "Principal Amount" for such
Distribution Date and Loan Group.
Substitute Mortgage Loan: A Mortgage Loan substituted for a
Defective Mortgage Loan which must, on the
date of such substitution (i) have a
Stated Principal Balance, after deduction
of the principal portion of the
Monthly Payment due in the month of
substitution, not in excess of the Stated
Principal Balance of the Defective Mortgage
Loan; (ii) have a Net Mortgage
Interest Rate not less than, and not more
than 2% greater than that of the
Defective Mortgage Loan; (iii) be of the
same type as the Defective Mortgage
Loan; (iv) have a Loan-to-Value Ratio not
higher than that of the Defective
Mortgage Loan; (v) have a credit score not
less than that of the Defective
Mortgage Loan; (vi) have a Gross Margin not
less than that of the Defective
Mortgage Loan; (vii) have a credit grade
not lower in quality than that of the
Defective Mortgage Loan; (viii) have a
remaining term to maturity not greater
than (and not more than one year less than)
that of the Defective Mortgage Loan;
(ix) have the same lien priority as the
Defective Mortgage Loan; (x) have the
same Index as the Defective Mortgage Loan;
and (xi) comply with each Mortgage
Loan representation and warranty set forth
in this Agreement and the Mortgage
Loan Purchase Agreement or the Servicing
Agreements. 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.
Tax Matters Person: Any person designated as "tax matters person"
in
accordance with Section 5.06 and the manner
provided under Treasury Regulation
ss. 1.860F-4(d) and Treasury Regulation ss.
301.6231(a)(7)-1.
Telerate Page 3750: As defined in Section 5.09 hereof.
Termination Date: As defined in Section 10.01 hereof.
Treasury Regulations: The final and temporary regulations
promulgated under the Code by the U.S.
Department of the Treasury.
Trust: The trust created by this Agreement, which shall be
named
"Banc of America Funding 2005-F Trust."
Trust Estate: The segregated pool of assets subject hereto,
constituting the primary trust created
hereby and to be administered hereunder,
with respect to a portion of which four
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); (v) the Securities
Administrator's rights under the Yield Maintenance
Agreements and (vi) the Servicer Custodial
Accounts, the Master Servicer
Custodial Account, the Reserve Funds and
the Distribution 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: Wachovia Bank, National Association, and its
successors-in-interest and, if a successor
trustee is appointed hereunder, such
successor, as trustee.
Uncertificated Lower-Tier Interests: The 1-B Uncertificated
Lower-Tier Interest and the CB
Uncertificated Lower-Tier Interests.
Uncertificated Middle-Tier Interests: The Class 1-A-M1
Interest,
Class 1-A-M2 Interest, Class 1-A-M3
Interest, Class 1-A-MX Interest, Class
1-B-MX Interest, Class 1-A-MUR Interest,
Class 2-A-M1 Interest, Class 3-A-M1
Interest, Class 4-A-M1 Interest, Class
5-A-M1 Interest, Class 6-A-M1 Interest,
Class 1-BM1 Interest, Class 1-BM2 Interest,
Class 1-BM3 Interest, Class 1-BM4
Interest, Class 1-BM5 Interest, Class 1-BM6
Interest, Class CB-M1 Interest,
Class CB-M2 Interest, Class CB-M3 Interest,
Class CB-M4 Interest, Class CB-M5
Interest and Class CB-M6 Interest.
Uninsured Cause: Any cause of damage to a Mortgaged Property,
the
cost of the complete restoration of which
is not fully reimbursable under the
hazard insurance policies required to be
maintained pursuant to Section 3.12.
Unscheduled Principal Amount: As to any Distribution Date and
Loan
Group, the sum of the amounts described in
clauses (e) and (f) of the definition
of "Principal Amount."
Upper-Tier Certificate: Any one of the Senior Certificates and
the
Subordinate Certificates.
Upper-Tier Certificate Sub-Account: The sub-account of the
Distribution Account designated by the
Securities Administrator pursuant to
Section 3.09(g).
Upper-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the
Uncertificated Middle-Tier REMIC Interests and
such amounts as shall from time to time 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) 1% of all Voting Rights
shall be allocated to the Holder of
the Residual Certificate, (b) 1% of all
Voting Rights shall be allocated to the
Holders of the Class 1-X Certificates, (c)
1% of all Voting Rights shall be
allocated to the Holders of the Class 1-B-X
Certificates, (d) 1% of all Voting
Rights shall be allocated to the Holders of
the Class 2-X Certificates, and (e)
the remaining Voting Rights shall be
allocated among Holders of the remaining
Classes of Certificates in proportion to
the Certificate Balances of their
respective Certificates on such date.
Yield Maintenance Agreements: Any of the Class 1-A-1 Yield
Maintenance Agreement, the Class 1-A-2
Yield Maintenance Agreement, the Class
1-A-3 Yield Maintenance Agreement, the
Class 1-B-1 Yield Maintenance Agreement,
the Class 1-B-2 Yield Maintenance Agreement
or the Class 1-B-3 Yield Maintenance
Agreement.
Yield Maintenance Agreement Provider: Bank of America, National
Association and any successor thereto.
Section 1.02 Calculations. All dollar amounts calculated
hereunder
shall be rounded to the nearest penny with
one-half of one penny being rounded
down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and
delivery hereof, hereby sells, transfers,
assigns, sets over and otherwise conveys to
the Trustee on behalf of the Trust
for the 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), the Depositor's
rights under the Mortgage Loan Purchase
Agreement, including the rights of the
Depositor as assignee of the Seller with
respect to the Seller's rights under
the Servicing Agreements, and the
Depositor's rights under 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 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 Wachovia Bank,
National
Association, as trustee for holders of Banc of America Funding
Corporation Mortgage Pass-Through Certificates, Series 2005-F,
without
recourse,"
with all necessary intervening endorsements showing a complete
chain of
endorsement from the originator to the Trustee (each such
endorsement being sufficient to transfer all right, title and
interest of
the party
so endorsing, as noteholder or assignee thereof, in and to that
Mortgage
Note) and, in the case of any Mortgage Loan originated in the
State of
New York documented by a NYCEMA, the NYCEMA, the new Mortgage
Note, if
applicable, the consolidated Mortgage Note and the consolidated
Mortgage;
(ii) except as provided below, the original recorded Mortgage
with
evidence
of a recording thereon, or if any such Mortgage has not been
returned
from the applicable recording office or has been lost, or if
such
public
recording office retains the original recorded Mortgage, a copy
of
such
Mortgage certified by the applicable Servicer (which may be part of
a
blanket
certification) as being a true and correct copy of the
Mortgage;
(iii) subject to the provisos at the end of this paragraph, a
duly
executed
Assignment of Mortgage to "Wachovia Bank, National Association,
as trustee
for the holders of Banc of America Funding Corporation Mortgage
Pass-Through Certificates, Series 2005-F" (which may be included in
a
blanket
assignment or assignments), together with, except as provided
below,
originals of all interim recorded assignments of such mortgage or
a
copy of
such interim assignment certified by the 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 shall 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 stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of recognition agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate
UCC financing statements required by state law, evidencing a
complete and unbroken line from the mortgagee to the Trustee
with
evidence of recording thereon (or in a form suitable for
recordation).
provided, however, that on the Closing
Date, with respect to item (iii), if an
Assignment of Mortgage is required to be
recorded as set forth below, the
Depositor has delivered to the Trustee 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), satisfying
the requirements of clause (ii), (iii),
(iv) or (v) above, respectively,
concurrently with the execution and
delivery hereof because such document or
documents have not been returned from the
applicable public recording office in
the case of clause (ii), (iii) or (iv)
above, or because the title policy, if
any, has not been delivered to any of the
related Servicer, the Seller or the
Depositor, as applicable, by the applicable
title insurer in the case of clause
(v) above, the Depositor shall promptly
deliver or cause to be delivered to the
Trustee in the case of clause (ii), (iii)
or (iv) above, such Mortgage, such
interim assignment or such assumption,
modification, consolidation or extension
agreement, as the case may be, with
evidence of recording indicated thereon upon
receipt thereof from the public recording
office, but in no event shall any such
delivery of any such documents or
instruments be made later than one year
following the Closing Date, unless, in the
case of clause (ii), (iii) or (iv)
above, there has been a continuing delay at
the applicable recording office or,
in the case of clause (v), there has been a
continuing delay at the applicable
insurer and the Depositor has delivered the
Officer's Certificate to such effect
to the Trustee. The Depositor shall forward
or cause to be forwarded to the
Trustee (1) from time to time additional
original documents evidencing an
assumption or modification of a Mortgage
Loan and (2) any other documents
required to be delivered by the Depositor,
the applicable Servicer to the
Trustee. 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
or Master Servicer shall prepare, execute
and deliver or cause to be prepared,
executed and delivered, on behalf of the
Trust, such a document to the public
recording office.
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 shall 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. As
set forth on Exhibit L attached hereto is a
list of all states where recordation
is required by either Rating Agency to
obtain the initial ratings of the
Certificates. The Securities Administrator
and the Trustee may rely and shall be
protected in relying upon the information
contained in such Exhibit L.
In the case of Mortgage Loans that have been prepaid in full as
of
the Closing Date, the Depositor, in lieu of
delivering the above documents to
the Trustee, 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 such
account pursuant to Section 3.09(c).
The Securities Administrator is hereby directed to execute and
deliver, on behalf of the Trust, the Yield
Maintenance Agreements.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
Subject to the provisions of the following
paragraph, the Trustee declares that
it will hold the documents referred to in
Section 2.01 and the other documents
delivered to it constituting the Mortgage
Files, and that it will hold such
other assets as are included in the Trust
Estate delivered to it, in trust for
the exclusive use and benefit of all
present and future Certificateholders. Upon
execution and delivery of this document,
the Trustee shall deliver to the
Depositor and the Master Servicer a
certification in the form of Exhibit M
hereto (the "Initial Certification") to the
effect that, except as may be
specified in a list of exceptions attached
thereto, it has received the original
Mortgage Note relating to each of the
Mortgage Loans listed on the Mortgage Loan
Schedule.
Within 90 days after the execution and delivery of this
Agreement,
the Trustee shall review the Mortgage Files
in its possession, and shall deliver
to the Depositor and the Master Servicer a
certification in the form of Exhibit
N hereto (the "Final Certification") to the
effect that, as to each Mortgage
Loan listed in the Mortgage Loan Schedule,
except as may be specified in a list
of exceptions attached to such Final
Certification, such Mortgage File contains
all of the items required to be delivered
pursuant to Section 2.01(b). In
performing any such review, the Trustee may
conclusively rely on the purported
genuineness of any such document and any
signature thereon.
If, in the course of such review, the Trustee 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 or the
Securities Administrator discovers a breach
by a Servicer or the Seller of any
representation, warranty or covenant under
the Servicing Agreements or the Mortgage
Loan Purchase Agreement 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
Seller, such Servicer and the
Depositor of such failure to meet the
requirements of Section 2.01 or of such
breach and request that the applicable
Servicer or the Seller, 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 Seller or the applicable
Servicer, as applicable, does not deliver
such missing document or cure such
defect or breach in all material respects
during such period, the Trustee shall
enforce the applicable Servicer's or
Seller's obligation, as the case may be,
under the applicable Servicing Agreement or
the Mortgage Loan Purchase
Agreement, as applicable, and cause the
applicable Servicer or Seller, as
applicable, to either (a) solely in the
case of the Seller, 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.
In performing any such review, the Trustee may conclusively rely
on
the purported genuineness of any such
document and any signature thereon. It is
understood that the scope of the Trustee's
review of the Mortgage Files is
limited solely to confirming that the
documents listed in Section 2.01 have been
received and further confirming that any
and all documents delivered pursuant to
Section 2.01 appear on their face to have
been executed and relate to the
Mortgage Loans identified in the Mortgage
Loan Schedule based solely upon the
review of items (i) and (xi) in the
definition of Mortgage Loan Schedule. The
Trustee shall have no 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.
In the event of a discovery of a breach of any representation
or
warranty of a Servicer or the Seller, the
Trustee shall enforce the rights of
the Trust under the Servicing Agreements
and the Mortgage Loan Purchase
Agreement for the benefit of the
Certificateholders. In the event of a breach of
the representations or warranties with
respect to the Mortgage Loans set forth
in a Servicing Agreement, the Trustee shall
enforce the right of the Trust to be
indemnified for such breach of
representation or warranty. In addition, if a
breach of a representation set forth in
clauses (k) and (o) of paragraph 3 or
clauses (f) and (oo) of paragraph 4 of the
Mortgage Loan Purchase Agreement
occurs as a result of a violation of an
applicable predatory or abusive lending
law, the Trustee shall enforce the right of
the Trust to reimbursement by the
Seller 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) and (o) of
paragraph 3, 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 or the
Seller to cure or to repurchase (or
substitute, in the case of the Seller) 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 or the Seller in respect
of such omission, defect or breach
available to the Trustee on behalf of the
Certificateholders.
It is understood and agreed that the representations and
warranties
set forth in the Mortgage Loan Purchase
Agreement shall survive delivery of the
Mortgage Files to the Trustee and shall
inure to the benefit of the
Certificateholders notwithstanding any
restrictive or qualified endorsement or
assignment. With respect to the
representations and warranties set forth in the
Mortgage Loan Purchase Agreement that are
made to the best of the Seller's
knowledge or as to which the Seller had no
knowledge, if it is discovered by the
Depositor, the Master Servicer 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 Seller's
lack of knowledge with respect to the
substance of such representation or
warranty being inaccurate as the time the
representation or warranty was made, such
inaccuracy shall be deemed a breach of
the applicable representation or
warranty.
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 Seller
under the Mortgage Loan Purchase
Agreement, the only right or remedy of the
Trustee or of any Certificateholder
shall be the Trustee's right to enforce the
obligations of the applicable
Servicer under any applicable
representation or warranty made by it. The Trustee
acknowledges that the Seller 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. The Trustee further
acknowledges 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 Seller shall
deliver to the Trustee, for the benefit of
the Certificateholders, the Mortgage
Note, the Mortgage, the related Assignment
of Mortgage (except for any Mortgage
which has been recorded in the name of MERS
or its designee), and such other
documents and agreements as are otherwise
required by Section 2.01, with the
Mortgage Note endorsed and the Mortgage
assigned as required by Section 2.01. No
substitution is permitted to be made in any
calendar month after the
Determination Date for such month. Monthly
Payments due with respect to any such
Substitute Mortgage Loan in the month of
substitution shall not be part of the
Trust Estate. For the month of
substitution, distributions to Certificateholders
will include the Monthly Payment due for
such month on any Defective Mortgage
Loan for which the Seller 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 and the Trustee. Upon
such substitution, each Substitute Mortgage
Loan shall be subject to the terms
of this Agreement in all respects, and the
Seller 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. 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 of a Request for
Release, the Trustee shall upon receipt of
written notice from the Master
Servicer of such deposit, release the
Mortgage File relating to such Defective
Mortgage Loan to the Seller and shall
execute and deliver at the Seller's
direction such instruments of transfer or
assignment prepared by the Seller, in
each case without recourse, as shall be
necessary to vest title in the Seller,
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 Seller substitutes one or more
Substitute
Mortgage Loans for one or more Defective
Mortgage Loans, the amount (if any) by
which the aggregate principal balance of
all such Substitute Mortgage Loans in a
Loan Group as of the date of substitution
is less than the aggregate Stated
Principal Balance of all such Defective
Mortgage Loans in a Loan Group (after
application of the principal portion of the
Monthly Payments due in the month of
substitution) (the "Substitution Adjustment
Amount" for such Loan Group) plus an
amount equal to the aggregate of any
unreimbursed Advances with respect to such
Defective Mortgage Loans shall be remitted
to the Master Servicer Custodial
Account by the Seller on or before the
Remittance Date for the Distribution Date
in the month succeeding the calendar month
during which the related Mortgage
Loan is required to be purchased or
replaced hereunder. The Purchase Price of
any repurchase and the Substitution
Adjustment Amount, if any, shall be
deposited in the Master Servicer Custodial
Account. The Master Servicer shall
give the Securities Administrator and
Trustee written notice of such deposits.
The Trustee shall retain 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,
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.
The Trustee shall be under no duty or obligation (i) to
inspect,
review or examine any such documents,
instruments, certificates or other papers
to determine that they are genuine,
enforceable, or appropriate for the
represented purpose or that they are other
than what they purport to be on their
face or (ii) to determine whether any
Mortgage File should include any of the
documents specified in Section 2.01(b)(iv),
(vi), (vii), (viii) and (ix).
Section 2.03 Representations, Warranties and Covenants of the
Master
Servicer.
(a) The Master Servicer hereby makes the following
representations
and warranties to the Depositor, the
Securities Administrator 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. 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.
(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 for
the benefit of the Certificateholders.
Section 2.04 Representations and Warranties of the Depositor as
to
the Mortgage Loans.
(a) The Depositor hereby represents and warrants to the Trustee
with
respect to the Mortgage Loans or each
Mortgage Loan, as the case may be, as of
the date hereof or such other date set
forth herein that as of the Closing Date:
(i) 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 an of its creditors.
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 and shall inure to the
benefit of the Trustee,
notwithstanding any restrictive or
qualified endorsement or assignment.
Upon discovery by any of the Depositor, the 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") 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
any such breach that causes the Mortgage
Loan not to be a "qualified mortgage"
within the meaning of Section 860G(a)(3) of
the Code shall be deemed to
materially and adversely affect the
interests of the Certificateholders. Within
90 days of its discovery or its receipt of
notice of any such breach, the
Depositor shall cure such breach in all
material respects or shall either (i)
repurchase the Mortgage Loan or any
property acquired in respect thereof from
the Trustee at a price equal to the
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 would cause the Mortgage Loan to be
other than a "qualified mortgage" as
defined in Section 860G(a)(3) of the Code,
any such repurchase or substitution must
occur within 90 days from the date the
breach was discovered. 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 Trustee on
behalf of Certificateholders, and
such obligation shall survive until
termination of the Trust hereunder.
Section 2.05 Designation of Interests in the REMICs. The
Depositor
hereby designates the Classes of Senior
Certificates (other than the Class 1-A-R
Certificate) and the Classes of Class B
Certificates as "regular interests" and
the Class UR Interest as the single class
of "residual interest" in the Upper
Tier REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2),
respectively. The Depositor hereby further
designates (i) the Class 1-L Interest
as the single class of "regular interest"
and the Class LR-1B Interest as the
single class of "residual interest" in the
1-B Lower-Tier REMIC for the purposes
of Code Sections 860G(a)(1) and 860G(a)(2),
respectively; (ii) the Class 2-L
Interest, Class 2-LS Interest, Class 3-L
Interest, Class 3-LS Interest, Class
4-L Interest, Class 4-LS Interest, Class
5-L Interest, Class 5-LS Interest,
Class 6-L Interest and Class 6-LS Interest
as classes of "regular interests" and
the Class LR-CB Interest as the single
class of "residual interest" in the CB
Lower-Tier REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2),
respectively; and the Class 1-A-M1
Interest, Class 1-A-M2 Interest, Class 1-A-M3
Interest, Class 1-A-MX Interest, Class
1-B-MX Interest, Class 1-A-MUR Interest,
Class 2-A-M1 Interest, Class 3-A-M1
Interest, Class 4-A-M1 Interest, Class
5-A-M1 Interest, Class 6-A-M1 Interest,
Class 1-BM1 Interest, Class 1-BM2
Interest, Class 1-BM3 Interest, Class 1-BM4
Interest, Class 1-BM5 Interest,
Class 1-BM6 Interest, Class CB-M1 Interest,
Class CB-M2 Interest, Class CB-M3
Interest, Class CB-M4 Interest, Class CB-M5
Interest and Class CB-M6 Interest as
classes of "regular interests" and the
Class MR Interest as the single class of
"residual interest" in the Middle-Tier
REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2),
respectively.
Section 2.06 Designation of Start-up Day. The Closing Date is
hereby
designated as the "start-up day" of each
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 each REMIC is September 20,
2035.
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 Interests on
behalf of the Middle-Tier REMIC and
the Certificateholders and 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, the Uncertificated
Lower-Tier Interests and the
Uncertificated Middle-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 Uncertificated
Lower-Tier Interests and the Uncertificated
Middle-Tier Interests and the assets
of the Grantor Trust, evidence ownership of
the entire Trust Estate.
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.
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 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 Trustee 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 in to a
new Servicing Agreement with a successor
Servicer selected by the Master
Servicer; provided, however, it is
understood and acknowledged by the parties
hereto that there shall 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 and Trustee, as applicable, 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.
(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 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 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.
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 FNMA in
the FNMA Servicing Guide or by FHLMC
in the FHLMC 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 FNMA or FHLMC. 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 such Master
Servicer or Servicer, would have been
covered thereunder. The Master Servicer
shall use its best reasonable efforts to
cause each Servicer (to the 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 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 and
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 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, Compensating Interest,
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; Distribution Account and
Reserve Funds.(a) The Securities
Administrator shall establish and maintain
the Distribution Account, which shall
be deemed to consist of 10 sub-accounts.
The Securities Administrator shall,
promptly upon receipt, deposit in the
Distribution Account and retain therein
any amounts which are required to be
deposited in the Distribution Account by
the Securities Administrator. The
Distribution Account shall be an Eligible
Account.
(b) The Master Servicer shall establish and maintain the Master
Servicer Custodial Account, which shall be
an Eligible Account. The Master
Servicer shall, promptly upon receipt,
deposit in the Master Servicer Custodial
Account and retain therein any amounts
which are required to be deposited in
such Master Servicer Custodial Account by
the Master Servicer.
(c) The Master Servicer shall deposit or cause to be deposited
into
the Master Servicer Custodial Account, on
the same Business Day of receipt
(except as otherwise specifically provided
herein), 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 Mortgage Loans
subsequent to the Cut-off Date (other than
in respect of principal and interest
due on the Mortgage Loans on or before the
Cut-off Date) and the following
amounts required to be deposited
hereunder:
(i) all payments on account of principal of the Mortgage Loans,
including
Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans
(other
than any Incremental Interest), net of the related
Administrative
Fee
Rate;
(iii) with respect to each Mortgage Loan, (A) all Insurance
Proceeds
and
Liquidation Proceeds, other than Insurance Proceeds to be (1)
applied
to the
restoration or repair of the Mortgaged Property, (2) released
to
the
Mortgagor in accordance with Customary Servicing Procedures or
(3)
required
to be deposited to an Escrow Account pursuant to Section 3.08
and
(B) any
Insurance Proceeds released from an Escrow Account;
(iv) 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 3.21) and any Compensating Interest
paid by
the applicable Servicer pursuant to the related Servicing
Agreement;
(vii) all
Purchase Prices, all Substitution Adjustment Amounts and
all
Reimbursement Amounts to the extent received by the Servicer;
(viii) any Recoveries; and
(ix) 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 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.
(d) 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.
(e) Each institution at which the Distribution 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 Distribution 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
Distribution Account shall be for the
benefit of the Securities Administrator as
additional compensation and the amount of
any losses realized in the
Distribution Account in respect of any such
Permitted Investments shall promptly
be deposited by the Securities
Administrator from its own funds in the
Distribution Account.
(f) 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
Distribution 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 Distribution Account
shall be evidenced by a certification
substantially in the form of Exhibit F
hereto.
(g) The Securities Administrator shall designate each of the
1-B
Lower-Tier Certificate Sub-Account, the CB
Lower-Tier Certificate Sub Account,
the Middle-Tier Certificate Sub-Account and
the Upper-Tier Certificate
Sub-Account as a sub-account of the
Distribution 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 Master
Servicer), the Securities Administrator
shall (i) from funds available on
deposit in the Distribution Account, be
deemed to deposit into the 1-B
Lower-Tier Certificate Sub-Account all
funds deemed on deposit in the Loan Group
1 Sub-Account, (ii) from funds available on
deposit in the Distribution Account,
be deemed to deposit into the CB Lower-Tier
Certificate Sub-Account all funds
deemed on deposit in the Loan Group 2
Sub-Account, the Loan Group 3 Sub-Account,
the Loan Group 4 Sub-Account, the Loan
Group 5 Sub-Account and the Loan Group 6
Sub-Account, (iii) immediately thereafter,
be deemed to deposit into the
Middle-Tier Certificate Sub-Account the
Lower-Tier Distribution Amount, and (iv)
immediately thereafter, be deemed to
deposit into the Upper-Tier Certificate
Sub-Account the Middle-Tier Distribution
Amount.
(h) The Securities Administrator shall establish and maintain
the
Class 1-A-1 Reserve Fund, which account
shall be held in trust for the benefit
of the Holders of the Class 1-A-1
Certificates. The Securities Administrator
shall establish and maintain the Class
1-A-2 Reserve Fund, which account shall
be held in trust for the benefit of the
Holders of the Class 1-A-2 Certificates.
The Securities Administrator shall
establish and maintain the Class 1-A-3
Reserve Fund, which account shall be held
in trust for the benefit of the
Holders of the Class 1-A-3 Certificates.
The Securities Administrator shall
establish and maintain the Class 1-B-1
Reserve Fund, which account shall be held
in trust for the benefit of the Holders of
the Class 1-B-1 Certificates. The
Securities Administrator shall establish
and maintain the Class 1-B-2 Reserve
Fund, which account shall be held in trust
for the benefit of the Holders of the
Class 1-B-2 Certificates. The Securities
Administrator shall establish and
maintain the Class 1-B-3 Reserve Fund,
which account shall be held in trust for
the benefit of the Holders of the Class
1-B-3 Certificates. The Securities
Administrator shall deposit in the Class
1-A-1 Reserve Fund on the date received
by it, any Class 1-A-1 Yield Maintenance
Agreement Payments received from the
Yield Maintenance Agreement Provider for
the related Distribution Date. The
Securities Administrator shall deposit in
the Class 1-A-2 Reserve Fund on the
date received by it, any Class 1-A-2 Yield
Maintenance Agreement Payments
received from the Yield Maintenance
Agreement Provider for the related
Distribution Date. The Securities
Administrator shall deposit in the Class 1-A-3
Reserve Fund on the date received by it,
any Class 1-A-3 Yield Maintenance
Agreement Payments received from the Yield
Maintenance Agreement Provider for
the related Distribution Date. The
Securities Administrator shall deposit in the
Class 1-B-1 Reserve Fund on the date
received by it, any Class 1-B-1 Yield
Maintenance Agreement Payments received
from the Yield Maintenance Agreement
Provider for the related Distribution Date.
The Securities Administrator shall
deposit in the Class 1-B-2 Reserve Fund on
the date received by it, any Class
1-B-2 Yield Maintenance Agreement Payments
received from the Yield Maintenance
Agreement Provider for the related
Distribution Date. The Securities
Administrator shall deposit in the Class
1-B-3 Reserve Fund on the date received
by it, any Class 1-B-3 Yield Maintenance
Agreement Payments received from the
Yield Maintenance Agreement Provider for
the related Distribution Date. In
addition, on the Closing Date, the
Depositor will remit on the Closing Date to
the Securities Administrator the Class
1-A-1 Reserve Fund Cash Deposit, Class
1-A-2 Reserve Fund Cash Deposit, Class
1-A-3 Reserve Fund Cash Deposit, Class
1-B-1 Reserve Fund Cash Deposit, Class
1-B-2 Reserve Fund Cash Deposit and Class
1-B-3 Reserve Fund Cash Deposit. Funds on
deposit in each Reserve Fund shall
remain uninvested.
On each Distribution Date, the Securities Administrator shall
(i)
withdraw from the Class 1-A-1 Reserve Fund
an amount up to the Cap Carryover
Amount for the Class 1-A-1 Certificates and
distribute such amount to the Class
1-A-1 Certificates, (ii) withdraw from the
Class 1-A-2 Reserve Fund an amount up
to the Cap Carryover Amount for the Class
1-A-2 Certificates and distribute such
amount to the Class 1-A-2 Certificates,
(iii) withdraw from the Class 1-A-3
Reserve Fund an amount up to the Cap
Carryover Amount for the Class 1-A-3
Certificates and distribute such amount to
the Class 1-A-3 Certificates, (iv)
withdraw from the Class 1-B-1 Reserve Fund
an amount up to the Cap Carryover
Amount for the Class 1-B-1 Certificates and
distribute such amount to the Class
1-B-1 Certificates, (v) withdraw from the
Class 1-B-2 Reserve Fund an amount up
to the Cap Carryover Amount for the Class
1-B-2 Certificates and distribute such
amount to the Class 1-B-2 Certificates and
(vi) withdraw from the Class 1-B-3
Reserve Fund an amount up to the Cap
Carryover Amount for the Class 1-B-3
Certificates and distribute such amount to
the Class 1-B-3 Certificates. To the
extent any Cap Carryover Amounts for such
classes of Certificates remain
outstanding on subsequent Distribution
Dates and no funds are available in the
applicable Reserve Fund, amounts otherwise
distributable on (i) the Class 1-X-IO
Component will instead be distributed in
reduction of outstanding Cap Carryover
Amounts for the Class 1-A-1, Class 1-A-2
and Class 1-A-3 Certificates, pro rata,
based upon their respective Cap Carryover
Amounts; or (ii) the Class 1-BX-IO
Component will instead be distributed in
reduction of outstanding Cap Carryover
Amounts for the Class 1-B-1, Class 1-B-2
and Class 1-B-3 Certificates, pro rata,
based upon their respective Cap Carryover
Amounts.
Any amounts remaining in the Class 1-A-1 Reserve Fund on the date
on
which the Class Certificate Balance of the
Class 1-A-1 Certificates is reduced
to zero (after the payment of any Cap
Carryover Amount for the Class 1-A-1
Certificates), any amounts remaining in the
Class 1-A-2 Reserve Fund on the date
on which the Class Certificate Balance of
the Class 1-A-2 Certificates is
reduced to zero (after the payment of any
Cap Carryover Amount for the Class
1-A-2 Certificates), any amounts remaining
in the Class 1-A-3 Reserve Fund on
the date on which the Class Certificate
Balance of the Class 1-A-3 Certificates
is reduced to zero (after the payment of
any Cap Carryover Amount for the Class
1-A-3 Certificates), any amounts remaining
in the Class 1-B-1 Reserve Fund on
the date on which the Class Certificate
Balance of the Class 1-B-1 Certificates
is reduced to zero (after the payment of
any Cap Carryover Amount for the Class
1-B-1 Certificates), any amounts remaining
in the Class 1-B-2 Reserve Fund on
the date on which the Class Certificate
Balance of the Class 1-B-2 Certificates
is reduced to zero (after the payment of
any Cap Carryover Amount for the Class
1-B-2 Certificates) and any amounts
remaining in the Class 1-B-3 Reserve Fund on
the date on which the Class Certificate
Balance of the Class 1-B-3 Certificates
is reduced to zero (after the payment of
any Cap Carryover Amount for the Class
1-B-3 Certificates) shall be distributed to
Banc of America Securities LLC.
(i) The Trustee shall account for each Reserve Fund as an asset
of
the Grantor Trust and not an asset of any
REMIC created pursuant to this
Agreement. The beneficial owner of the
Class 1-A-1 Reserve Fund, the Class 1-A-2
Reserve Fund, the Class 1-A-3 Reserve Fund,
the Class 1-B-1 Reserve Fund, the
Class 1-B-2 Reserve Fund and the Class
1-B-3 Reserve Fund is Banc of America
Securities LLC. The Trustee shall account
for the rights of the Class 1-A-1,
Class 1-A-2, Class 1-A-3, Class 1-B-1,
Class 1-B-2 and Class 1-B-3 Certificates
to receive payments of Cap Carryover
Amounts as rights in limited recourse
interest rate cap contracts written by Banc
of America Securities LLC in favor
of the Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-B-1, Class 1-B-2 and Class
1-B-3 Certificates.
(j) For federal tax return and information reporting, the right
of
the Holders of the Class 1-A-1, Class
1-A-2, Class 1-A-3, Class 1-B-1, Class
1-B-2 or Class 1-B-3 Certificates to
receive payments under the Yield
Maintenance Agreements shall be assigned a
value of zero.
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,
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 Distribution Account
and
the Master Servicer Custodial Account.
(a) The Securities Administrator shall withdraw funds from the
Distribution 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 the Master Servicing Fee and 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
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
3.21),
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);
(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 the same Loan Group as the Mortgage
Loan(s) in
respect of which such Nonrecoverable 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);
(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
Section
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;
(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 Distribution 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
Distribution Account.
(b) On each Distribution Date, funds on deposit in the
Distribution
Account and deemed to be on deposit in the
Upper-Tier Certificate Sub-Account
shall be used to make payments on the
Regular Certificates, the Components and
the Class 1-A-R Certificate as provided in
Sections 5.01 and 5.02. The
Distribution 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 Trustee and the Certificateholders
all claims under the Insurance
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
the close of the third calendar year
after its acquisition will not result in
the imposition of taxes on "prohibited
transactions" of the Trust as defined in
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 Trust REMIC
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 related 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 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 Master
Servicer 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
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
shall be escrowed in a manner customary for
such purposes, the Master Servicer
or the related Servicer will immediately
notify the Trustee by delivering, or
causing to be delivered, two copies (one of
which shall 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
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 shall, upon delivery
to it 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 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
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
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 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,
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 Distribution
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 Securities Administrator Compensation, Master
Servicer
Compensation and Servicer Compensation.
(a) As compensation for its services hereunder, the Securities
Administrator shall be entitled to a fee in
an amount agreed upon between the
Master Servicer and the Securities
Administrator, payable by the Master Servicer
out of its own funds and not out of any
funds of the Trust Estate. The
Securities Administrator shall also be
entitled to compensation in the form of
any reinvestment income from funds in the
Distribution Account. On each
Distribution Date, the Master Servicer
shall be entitled to compensation in the
form of the Master Servicer Custodial
Account Reinvestment Income and shall be
entitled to an amount equal to the Master
Servicing Fee for such Distribution
Date. The Securities Administrator and the
Master Servicer each shall be
required to pay all expenses incurred by it
in connection with its securities
administration activities or master
servicing activities hereunder and shall not
be entitled to reimbursement therefor
except as specifically provided in this
Agreement.
Section 3.19 Annual Statement as to Compliance.
The Master Servicer shall deliver to the Securities
Administrator
(and the Securities Administrator will
forward to the Trustee and each Rating
Agency), no later than March 15 following
the end of each calendar year
commencing with March 2006, an Officer's
Certificate, signed by two officers of
the Master Servicer, stating, as to the
signers thereof, that (a) a review of
the activities of the Master Servicer
during the preceding calendar year and of
the performance of the Master Servicer
under this Agreement or similar
agreements has been made under such
officer's supervision, and (b) to the best
of such officer's knowledge, based on such
review, the Master Servicer has
fulfilled all its obligations under this
Agreement throughout such year, or, if
there has been a default in the fulfillment
of any such obligation, specifying
each such default known to such officer and
the nature and status thereof.
In addition, the Master Servicer shall enforce each Servicer's
obligation under the related Servicing
Agreement to provide a similar statement
to the Securities Administrator relating to
compliance with the related
Servicing Agreement.
Section 3.20 Annual Independent Public Accountants' Servicing
Statement; Financial Statements.
The Master Servicer shall enforce each Servicer's obligation
under
the related Servicing Agreement to provide
a report to the Securities
Administrator, as required to be provided
each year pursuant to each Servicing
Agreement, prepared by a firm of
independent public accountants (who may also
render other services to such Servicer or
any affiliate thereof) which is a
member of the American Institute of
Certified Public Accountants to the effect
that such firm has, with respect to such
Servicer's overall servicing
operations, examined such operations in
accordance with the requirements of the
Uniform Single Attestation Program for
Mortgage Bankers, and stating such firm's
conclusions relating thereto.
Section 3.21 Advances.
(a) 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 on each
applicable Advance Date 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; provided that if the
Servicer that fails to make such
Periodic Advance is Wells Fargo Bank, the
Trustee shall have such obligation to
make such Periodic Advance set forth in
this paragraph.
Section 3.22 Reports to the Securities and Exchange 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 on
behalf of the Trust any monthly Current
Reports on Form 8-K (each, a "Monthly
Form 8-K") and Annual Reports on Form 10-K
(each, a "Form 10-K") customary for
similar securities as required by the
Exchange Act and the rules and regulations
of the Securities and Exchange Commission
thereunder, and the Securities
Administrator shall sign and file (via the
Securities and Exchange Commission's
Electronic Data Gathering and Retrieval
System) such Forms (other than any
Annual Report on Form 10-K, which shall be
signed by the Master Servicer) on
behalf of the Trust. Notwithstanding the
previous sentence, the Depositor shall
file the Current Report on Form 8-K in
connection with the filing of this
Agreement.
(b) Each Monthly Form 8-K shall be filed by the Securities
Administrator within 15 days after each
Distribution Date, including a copy of
the monthly statement to Certificateholders
delivered pursuant to Section
5.04(b) (each, a "Distribution Date
Statement") for such Distribution Date as an
exhibit thereto. On or prior to March 30th
of each year (or such earlier date as
may be required by the Exchange Act and the
rules and regulations of the
Securities and Exchange Commission),
commencing in the calendar year following
the date of this Agreement, the Securities
Administrator shall file a Form 10-K,
in substance as required by applicable law
or applicable Securities and Exchange
Commission staff's interpretations. Such
Form 10-K shall include as exhibits the
Master Servicer's and each Servicer's
annual statement of compliance described
under Section 3.19 and the accountant's
report referenced under Section 3.20, in
each case, to the extent they have been
timely delivered to the Securities
Administrator. If they are not so timely
delivered, the Securities Administrator
shall file an amended Form 10-K including
such documents as exhibits reasonably
promptly after they are delivered to the
Securities Administrator. The
Securities Administrator shall have no
liability with respect to any failure to
properly prepare or file such periodic
reports resulting from or relating to the
Securities Administrator's inability or
failure to obtain any information not
resulting from its own negligence, willful
misconduct or bad faith. The Form
10-K shall also include a certification in
the form attached hereto as Exhibit O
(the "Certification"), which shall be
signed by a senior officer of the Master
Servicer in charge of master servicing
functions. The Master Servicer shall
deliver the Certification to the Securities
Administrator three (3) Business
Days prior to the latest date on which the
Form 10-K may be timely filed. The
Securities Administrator, the Depositor and
the Master Servicer shall reasonably
cooperate to enable the Securities and
Exchange Commission requirements with
respect to the Trust to be met in the event
that the Securities and Exchange
Commission issues additional interpretive
guidelines or promulgates rules or
regulations, or in the event of any other
change of law that would require
reporting arrangements or the allocation of
responsibilities with respect
thereto, as described in this Section 3.22,
to be conducted or allocated in a
different manner.
(c) Prior to the latest date on which the Form 10-K may be
timely
filed each year, the Securities
Administrator shall sign and deliver to the
Master Servicer a certification (in the
form attached hereto as Exhibit P) for
the benefit of the Master Servicer and its
officers, directors and affiliates
(provided, however, that the Securities
Administrator shall not undertake an
analysis of the accountant's report
attached as an exhibit to the Form 10-K). In
addition, the Securities Administrator
shall indemnify and hold harmless the
Master Servicer, each person, if any, who
"controls" the Master Servicer within
the meaning of the 1933 Act, as amended and
their respective officers,
directors, agents and affiliates
(collectively, the "Master Servicer Indemnified
Parties") from and against any losses,
damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and
related costs, judgments and other costs
and expenses arising out of or based upon
any inaccuracy in the certification
provided by the Securities Administrator
pursuant to this Section 3.22(c), any
breach by the Securities Administrator or
any of its officers, directors, agents
or affiliates of its obligations under this
Section 3.22(c) or any material
misstatements or omission contained in the
certification delivered pursuant to
this Section 3.22(c) or the Securities
Administrator's negligence, bad faith or
willful misconduct in connection therewith.
If the indemnification provided for
herein is unavailable or insufficient to
hold harmless the Master Servicer
Indemnified Parties, then the Securities
Administrator agrees that it shall
contribute to the amount paid or payable by
such Master Servicer Indemnified
Parties as a result of the losses, claims,
damages or liabilities of such Master
Servicer Indemnified Parties in such
proportion as is appropriate to reflect the
relative fault of such Master Servicer
Indemnified Parties on the one hand and
the Securities Administrator on the other
in connection with a breach of the
Securities Administrator's obligations
under this Section 3.22(c), any material
misstatement or omission contained in the
certification delivered pursuant to
this Section 3.22(c) or the Securities
Administrator's negligence, bad faith or
willful misconduct in connection therewith.
The Master Servicer hereby
acknowledges and agrees that the Depositor
and the Securities Administrator are
relying on the Master Servicer's
performance of its obligations under Sections
3.19 and 3.20 in order to perform their
respective obligations under this
Section 3.22.
(d) Prior to the latest date on which the Form 10-K may be
timely
filed each year, the Master Servicer shall
enforce the obligation of each
Servicer to provide the certification
required pursuant to each of the Servicing
Agreements.
(e) Upon any filing with the Securities and Exchange Commission,
the
Securities Administrator shall promptly
deliver to the Depositor a copy of any
such executed report, statement or
information.
(f) The obligations set forth in paragraphs (a) through (e) of
this
Section shall only apply with respect to
periods for which the Securities
Administrator is obligated to file reports
on Form 8-K or 10-K pursuant to
paragraph (b) of this Section. Upon request
of the Depositor, the Securities
Administrator shall prepare, execute and
file with the Securities and Exchange
Commission a Form 15 Suspension
Notification with respect to the Trust, and
thereafter there shall be no further
obligations under paragraphs (a) through
(e) of this Section commencing with the
fiscal year in which the Form 15 is
filed (other than the obligations to be
performed in such fiscal year that
relate back to the prior fiscal year).
ARTICLE IV
MASTER SERVICER'S CERTIFICATE
Section 4.01 Master Servicer's Certificate.
(a) 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
Certificates, the Securities
Administrator shall distribute or be deemed
to distribute, as applicable, out of
the Distribution 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.
Section 5.02 Priorities of Distributions.
(a) On each Distribution Date, based solely on the information
contained in the Master Servicer's
Certificate, the Securities Administrator
shall withdraw from the Distribution
Account (to the extent funds are available
therein) (1) to the extent not previously
paid, the amounts payable to the
Securities Administrator, the Master
Servicer and the Trustee pursuant to
Sections 3.11(a) and shall pay such funds
to itself, the Master Servicer and the
Trustee, as applicable, and (2) the Pool
Distribution Amount for each Loan
Group, and shall apply such funds, first,
to distributions in respect of the
Uncertificated Lower-Tier Interests and
then to the Uncertificated Middle-Tier
Interests as specified in this Section
5.02(a) and to the Class 1-A-R
Certificate, and then to distributions on
the Certificates (other than the Class
1-A-R Certificate). Distributions shall be
made on the Certificates in the
following order of priority and to the
extent of such funds, paying the Senior
Certificates of each Group from the
applicable Pool Distribution Amount, the
Class 1-B Certificates from the Pool
Distribution Amount for Loan Group 1 and
the Class CB Certificates from the combined
Pool Distribution Amounts for , Loan
Group 2, Loan Group 3, Loan Group 4, Loan
Group 5 and Loan Group 6, in the
following order of priority and to the
extent of such funds:
(i) to each Class of Senior Certificates (other than the Class
1-X
Certificates) and Components of such Group (subject to Section
3.09(h)),
an amount
allocable to interest equal to the Interest Distribution Amount
or
Component Interest Distribution Amount for such Class or Component
and
any
shortfall being allocated among such Classes or Component in
proportion
to the amount of the Interest Distribution Amount or Component
Interest
Distribution Amount that would have been distributed in the
absence of
such shortfall;
(ii) to each Class of Senior Certificates (other than the Class
1-X
and Class
2-X Certificates) and Principal and Interest Component of a
Group
(subject to Section 3.09(h)), in an aggregate amount up to the
Senior
Principal Distribution Amount for such Group, such distribution
to
be
allocated among such Classes and Components in accordance with
Section
5.02(b);
(iii) to each Class of Subordinate Certificates, subject to
paragraph
(d) below and Section 3.09(h), in the following order of
priority:
(A) to the Components of the Class 1-B-X Certificates, an
amount allocable to interest equal to the Component Interest
Distribution Amount for such Component for such Distribution
Date;
(B) to the Class 1-BX-PI Component, an amount allocable to
principal equal to its Pro Rata Share for such Distribution
Date
until its Component Balance thereof has been reduced to zero;
(C) to the Class 1-B-1 Certificates or Class CB-1
Certificates, as the case may be, an amount allocable to
interest
equal to the Interest Distribution Amount for such Class for
such
Distribution Date;
(D) to the Class 1-B-1 Certificates or Class CB-1
Certificates, as the case may be, an amount allocable to
principal
equal to its Pro Rata Share for such Distribution Date until
the
Class Certificate Balance thereof has been reduced to zero;
(E) to the Class 1-B-2 Certificates or Class CB-2
Certificates, as the case may be, an amount allocable to
interest
equal to the Interest Distribution Amount for such Class for
such
Distribution Date;
(F) to the Class 1-B-2 Certificates or Class CB-2
Certificates, as the case may be, an amount allocable to
principal
equal to its Pro Rata Share for such Distribution Date until
the
Class Certificate Balance thereof has been reduced to zero;
(G) to the Class 1-B-3 Certificates or Class CB-3
Certificates, as the case may be, an amount allocable to
interest
equal to the Interest Distribution Amount for such Class for
such
Distribution Date;
(H) to the Class 1-B-3 Certificates or Class CB-3
Certificates, as the case may be, an amount allocable to
principal
equal to its Pro Rata Share for such Distribution Date until
the
Class Certificate Balance thereof has been reduced to zero;
(I) to the Class 1-B-4 Certificates or Class CB-4
Certificates, as the case may be, an amount allocable to
interest
equal to the Interest Distribution Amount for such Class for
such
Distribution Date;
(J) to the Class 1-B-4 Certificates or Class CB-4
Certificates, as the case may be, an amount allocable to
principal
equal to its Pro Rata Share for such Distribution Date until
the
Class Certificate Balance thereof has been reduced to zero;
(K) to the Class 1-B-5 Certificates or Class CB-5
Certificates, as the case may be, an amount allocable to
interest
equal to the Interest Distribution Amount for such Class for
such
Distribution Date;
(L) to the Class 1-B-5 Certificates or Class CB-5
Certificates, as the case may be, an amount allocable to
principal
equal to its Pro Rata Share for such Distribution Date until
the
Class Certificate Balance thereof has been reduced to zero;
(M) to the Class 1-B-6 Certificates or Class CB-6
Certificates, as the case may be, an amount allocable to
interest
equal to the Interest Distribution Amount for such Class for
such
Distribution Date; and
(N) to the Class 1-B-6 Certificates or Class CB-6
Certificates, as the case may be, an amount allocable to
principal
equal to its Pro Rata Share for such Distribution Date until
the
Class Certificate Balance thereof has been reduced to zero; and
(iv) to the Holder of the Class 1-A-R Certificate, any amounts
remaining
in the Upper-Tier Certificate Sub-Account, the Middle-Tier
Certificate Sub-Account, the 1-B Lower-Tier Certificate
Sub-Account, the
CB
Lower-Tier Certificate Sub-Account and any remaining Pool
Distribution
Amounts.
No Class of Certificates or Component shall be entitled to any
distributions with respect to the amount
payable pursuant to clause (ii) of the
definition of "Interest Distribution
Amount" or clause (ii) of the definition of
"Component Interest Distribution Amount"
after its Class Certificate Balance or
Notional Amount has been reduced to
zero.
All distributions in respect of the Interest Distribution Amount
for
a Class or the Component Interest
Distribution Amount for a Component shall be
applied first with respect to the amount
payable pursuant to clause (i) of the
definition of "Interest Distribution
Amount," or "Component Interest
Distribution Amount," as applicable, and
second with respect to the amount
payable pursuant to clause (ii) of such
definitions.
On each Distribution Date, the Securities Administrator shall
distribute any Reimbursement Amount
sequentially to the Classes of Certificates
then outstanding which bore the loss to
which such Reimbursement Amount relates
beginning with the most senior of such
Classes of Certificates, up to, with
respect to each Class, the amount of loss
borne by such Class. Any Reimbursement
Amount remaining after the application
described in the preceding sentence shall
be included in the Pool Distribution Amount
for the applicable Loan Group.
Distributions on the 1-B Uncertificated Lower-Tier Interest. On
each
Distribution Date, all interest and
principal with respect to Loan Group 1 shall
be distributed in respect of the Class 1-L
Interest. Any distributions made to
the 1-B Uncertificated Lower-Tier Interest
pursuant to this paragraph shall be
made from the Pool Distribution Amount for
Loan Group 1.
All Realized Losses with respect to Loan Group 1 shall be
applied
after all distributions have been made on
each Distribution Date to the Class
1-L Interest.
Recoveries and Reimbursement Amounts with respect to Loan Group
1
shall be applied to the Class 1-L
Interest.
As of any date, the aggregate principal balance of the Class
1-L
Interest shall equal the Pool Stated
Principal Balance of Loan Group 1.
The pass-through rate with respect to the Class 1-L Interest
shall
be the Net WAC for the Group 1 Mortgage
Loans. Amounts distributed to the 1-B
Uncertificated Lower-Tier Interest in
respect of principal and interest with
respect to any Distribution Date are
referred to herein collectively as the "1-B
Lower-Tier Distribution Amount."
Distributions on the CB Uncertificated Lower-Tier Interests. On
each
Distribution Date, interest shall be
distributed in respect of each CB
Uncertificated Lower-Tier Interest at the
pass-through rate thereon, as
described in the fourth succeeding
paragraph. On each Distribution Date,
distributions of principal with respect to
the CB Uncertificated Lower-Tier
Interests shall be made first, to the Class
2-LS Interest, Class 3-LS Interest,
Class 4-LS Interest, Class 5-LS Interest
and Class 6-LS Interest, so as to keep
their principal balances equal to 0.1% of
the Group Subordinate Amount for Loan
Group 2, Loan Group 3, Loan Group 4, Loan
Group 5 and Loan Group 6, respectively
(except that if any such excess is a larger
number than in the preceding
distribution period, the least amount of
principal shall be distributed to the
Class 2-LS Interest, Class 3-LS Interest,
Class 4-LS Interest, Class 5-LS
Interest and Class 6-LS Interest such that
the CB Subordinate Balance Ratio is
maintained); and second, any remaining
principal to the Class 2-L Interest,
Class 3-L Interest, Class 4-L Interest,
Class 5-L Interest and Class 6-L
Interest. Any distributions made to the CB
Uncertificated Lower-Tier Interests
pursuant to this paragraph shall be made
(a) from the Pool Distribution Amount
for Loan Group 2 to CB Uncertificated
Lower-Tier Interests beginning with the
numeral "2," (b) from the Pool Distribution
Amount for Loan Group 3 to CB
Uncertificated Lower-Tier Interests
beginning with the numeral "3," (c) from the
Pool Distribution Amount for Loan Group 4
to CB Uncertificated Lower-Tier
Interests beginning with the numeral "4,"
(d) from the Pool Distribution Amount
for Loan Group 5 to CB Uncertificated
Lower-Tier Interests beginning with the
numeral "5" and (e) from the Pool
Distribution Amount for Loan Group 6 to CB
Uncertificated Lower-Tier Interests
beginning with the numeral "6."
Realized Losses shall be applied after all distributions have
been
made on each Distribution Date first, to
the Class 2-LS Interest, the Class 3-LS
Interest, the Class 4-LS Interest, the
Class 5-LS Interest and the Class 6-LS
Interest, so as to keep their principal
balances equal to 0.1% of the Group
Subordinate Amount for Loan Group 2, Loan
Group 3, Loan Group 4, Loan Group 5
and Loan Group 6, respectively (except that
if any such excess is a larger
number than in the preceding distribution
period, the least amount of Realized
Losses shall be allocated to the Class 2-LS
Interest, Class 3-LS Interest, Class
4-LS Interest, Class 5-LS Interest and
Class 6-LS Interest such that the CB
Subordinate Balance Ratio is maintained);
and second, the remaining Realized
Losses shall be allocated to the Class 2-L
Interest, th
