EXHIBIT 4
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 October 28, 2005
----------------------------
Mortgage Pass-Through Certificates
Series 2005-6
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms.................................................
Section 1.02 Interest
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 or
Custodian 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; Certificate Account and Reserve
Account......................................................
Section 3.10 Access to Certain Documentation
and Information Regarding
the Mortgage Loans...........................................
Section 3.11 Permitted Withdrawals from the
Certificate 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 Master 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..........................................
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........................................
Section 5.10 Master Servicer, Securities
Administrator and Trustee
Indemnification..............................................
Section 5.11 Grantor Trust
Administration..................................
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 1-A-1 Form of
Face of Class 1-A-1 Certificate
Exhibit 1-A-2 Form of
Face of Class 1-A-2 Certificate
Exhibit 1-A-3 Form of
Face of Class 1-A-3 Certificate
Exhibit 1-A-4 Form of
Face of Class 1-A-4 Certificate
Exhibit 1-A-5 Form of
Face of Class 1-A-5 Certificate
Exhibit 1-A-6 Form of Face of Class 1-A-6
Certificate
Exhibit 1-A-7 Form of
Face of Class 1-A-7 Certificate
Exhibit 1-A-8 Form of
Face of Class 1-A-8 Certificate
Exhibit 1-A-9 Form of
Face of Class 1-A-9 Certificate
Exhibit 1-A-10 Form of Face of
Class 1-A-10 Certificate
Exhibit 1-A-R Form of
Face of Class 1-A-R Certificate
Exhibit 2-A-1 Form of
Face of Class 2-A-1 Certificate
Exhibit 2-A-2 Form of
Face of Class 2-A-2 Certificate
Exhibit 2-A-3 Form of
Face of Class 2-A-3 Certificate
Exhibit 2-A-4 Form of
Face of Class 2-A-4 Certificate
Exhibit 2-A-5 Form of
Face of Class 2-A-5 Certificate
Exhibit 2-A-6 Form of
Face of Class 2-A-6 Certificate
Exhibit 2-A-7 Form of
Face of Class 2-A-7 Certificate
Exhibit 2-A-8 Form of Face of Class 2-A-8
Certificate
Exhibit 2-A-9 Form of
Face of Class 2-A-9 Certificate
Exhibit 2-A-10 Form of Face of
Class 2-A-10 Certificate
Exhibit 2-A-11 Form of Face of
Class 2-A-11 Certificate
Exhibit 2-A-12 Form of Face of
Class 2-A-12 Certificate
Exhibit 2-A-13 Form of Face of
Class 2-A-13 Certificate
Exhibit 30-IO Form of
Face of Class 30-IO Certificate
Exhibit 30-PO Form of
Face of Class 30-PO Certificate
Exhibit B-1
Form of Face of Class B-1 Certificate
Exhibit B-2
Form of Face of Class B-2 Certificate
Exhibit B-3
Form of Face of Class B-3 Certificate
Exhibit B-4
Form of Face of Class B-4 Certificate
Exhibit B-5
Form of Face of Class B-5 Certificate
Exhibit B-6
Form of Face of Class B-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 E
Request for Release of Documents
Exhibit F
Form of Certification of Establishment of Account
Exhibit G-1
Form of Transferor's Certificate
Exhibit G-2A Form
1 of Transferee's Certificate
Exhibit G-2B Form
2 of Transferee's Certificate
Exhibit H
Form of Transferee Representation Letter for ERISA
Restricted Certificates
Exhibit I
Form of Affidavit Regarding Transfer of
Residual Certificate
Exhibit J
List of Recordation States
Exhibit K
Form of Initial Certification
Exhibit L
Form of Final Certification
Exhibit M
Form of Sarbanes-Oxley Certification
Exhibit N
Form of Securities Administrator's Certification
Exhibit O
Form of Yield Maintenance Agreement
Exhibit P
Principal Balance Schedule
<PAGE>
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated October 28, 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
three real estate mortgage investment
conduits (the "Upper-Tier REMIC," the
"Middle-Tier REMIC" and the "Lower-Tier
REMIC," respectively, and each a "REMIC").
The Uncertificated Lower-Tier
Interests will represent the "regular
interests" and the Class LR Interest shall
be the "residual interest" in the
Lower-Tier REMIC for purposes of the REMIC
Provisions. 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 Senior
Certificates (other than the Class 1-A-R
Certificate, the Class 30-IO
Certificates, the Class 30-PO Certificates
and the right of the Class 2-A-4
Certificates to receive amounts from the
Reserve Account), the Components and
the Class B Certificates are referred to
collectively as the "Regular
Certificates" and shall constitute "regular
interests" in the Upper-Tier REMIC
for purposes of the REMIC Provisions. The
Class UR Interest shall be the
"residual interest" in the Upper-Tier REMIC
for purposes of the REMIC
Provisions. The Class 1-A-R Certificate
shall represent beneficial ownership of
the Class LR Interest, the Class MR
Interest and the Class UR Interest. The
portion of the Trust Estate consisting of
the Reserve Account, the Yield
Maintenance Agreement and the right of the
Class 2-A-4 Certificates to receive
amounts from the Reserve Account shall not
be assets of any REMIC created
hereunder, but rather shall be assets of
the Grantor Trust. The "latest possible
maturity date" for federal income tax
purposes of all interests created hereby
will be the REMIC Certificate Maturity
Date.
The following table sets forth characteristics of the
Certificates
and the Components, together with the
minimum denominations and integral
multiples in excess thereof in which the
Classes of Certificates shall be
issuable:
Initial Class
Integral
Certificate
Pass-
Multiples
Balance or
Through Minimum
in
Excess
Classes
Notional Amount Rate
Denomination of
Minimum
--------------- ------------------- ----------
------------- -------------
Class 1-A-1
$11,439,000.00 5.500%
$1,000
$1
Class 1-A-2
$25,000,000.00 5.500%
$1,000
$1
Class 1-A-3
$11,439,000.00 5.750%
$1,000
$1
Class 1-A-4
$1,000,000.00 5.625%
$1,000
$1
Class 1-A-5
$80,440,000.00 5.500%
$1,000
$1
Class 1-A-6
$83,957,000.00 5.750%
$1,000
$1
Class 1-A-7
$7,213,600.00
5.750%
$1,000
$1
Class 1-A-8
$4,756,399.00 6.000%
$1,000
$1
Class 1-A-9
$1,517,000.00 5.500%
$1,000
$1
Class 1-A-10
$1,517,000.00 5.750%
$1,000
$1
Class 1-A-R
$100.00
5.625%
$100
N/A
Class 2-A-1
$10,500,000.00 5.500%
$1,000
$1
Class 2-A-2
$2,250,000.00 5.500%
$1,000
$1
Class 2-A-3
$2,250,000.00 5.500%
$1,000
$1
Class 2-A-4
$15,000,000.00 (1)
$1,000
$1
Class 2-A-5
$15,000,000.00 (2)
$1,000,000
$1
Class 2-A-6
$9,480,000.00 5.500%
$1,000
$1
Class 2-A-7
$17,541,000.00 5.500%
$1,000
$1
Class 2-A-8
$60,000,000.00 5.500%
$1,000
$1
Class 2-A-9
$81,080,000.00 5.500%
$1,000
$1
Class 2-A-10
$7,420,000.00 5.500%
$1,000
$1
Class 2-A-11
$20,071,000.00 5.500%
$1,000
$1
Class 2-A-12
$500,000.00
5.500%
$1,000
$1
Class 2-A-13
$13,608,000.00 5.500%
$1,000
$1
Class 30-IO
$10,658,590.00 (3)
$1,000,000
$1
Class 30-PO
$4,128,813.00
(4)
$25,000
$1
Class B-1
$8,544,000.00
(5)
$25,000
$1
Class B-2
$2,930,000.00
(5)
$25,000
$1
Class B-3
$1,952,000.00
(5)
$25,000
$1
Class B-4
$977,000.00
(5)
$25,000
$1
Class B-5
$732,000.00
(5)
$25,000
$1
Class B-6
$977,149.00
(5)
$25,000
$1
Class 1-IO
$4,920,767.17 5.500%
N/A
N/A
Class 2-IO
$5,737,823.35 5.500%
N/A
N/A
Class 1-PO
$2,606,500.63 (6)
N/A
N/A
Class 2-PO
$1,522,312.69 (6)
N/A
N/A
------------
(1) During the initial Interest
Accrual Period, interest will accrue on the
Class
2-A-4 Certificates at the rate of 4.730% per annum. During each
Interest
Accrual Period thereafter, interest will accrue on the Class
2-A-4
Certificates at a per annum rate equal to (i) 0.700% plus (ii)
LIBOR,
subject to a minimum rate of 0.700% and a maximum rate of
5.500%.
(2) During the initial Interest
Accrual Period, interest will accrue on the
Class
2-A-5 Certificates at the rate of 0.770% per annum. During each
Interest
Accrual Period thereafter, interest will accrue on the Class
2-A-5
Certificates at a per annum rate equal to (i) 4.800% minus (ii)
LIBOR,
subject to a minimum rate of 0.000% and a maximum rate of
4.800%.
(3) The Class 30-IO Certificates
are Interest Only Certificates and will be
deemed for
purposes of distributions of interest to consist of two
Components
described in the table: the Class 1-IO Component and the Class
2-IO
Component.
(4) The Class 30-PO Certificates
are Principal Only Certificates and will be
deemed for
purposes of distributions of principal to consist of two
Components
described in the table: the Class 1-PO Component and the Class
2-PO
Component.
(5) Interest will accrue on the
Class B Certificates for each Distribution
Date at a
per annum rate equal to the weighted average (based on the
Group
Subordinate Amount for each Loan Group) of (i) with respect to Loan
Group
1, 5.625%
and (ii) with respect to Loan Group 2, 5.500%.
(6) The Class 1-PO Component and
Class 2-PO Component are Principal Only
Components
and will not bear interest.
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.
Accretion Termination Date: The earlier to occur of (A) the
Distribution Date following the
Distribution Date on which the aggregate Class
Certificate Balance of the Class 2-A-4,
Class 2-A-8, Class 2-A-9 and Class
2-A-10 Certificates has been reduced to
zero or (B) the Senior Credit Support
Depletion Date.
Accrued Certificate Interest: For any Distribution Date and
each
interest-bearing Class (other than the
Class 30-IO Certificates), one month's
interest accrued during the related
Interest Accrual Period at the applicable
Pass-Through Rate on the applicable Class
Certificate Balance. For any
Distribution Date and the Class 30-IO
Certificates, the sum of the Accrued
Component Interest for each Class IO
Component.
Accrued Component Interest: For any Distribution Date and each
interest-bearing Component, one month's
interest accrued during the related
Interest Accrual Period at the applicable
Pass-Through Rate on the related
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 of such
Loan Group minus the sum of (i) all amounts
in respect of principal received in
respect of the Mortgage Loans in such Loan
Group (including, without limitation,
amounts received as Monthly Payments,
Periodic Advances, Principal Prepayments,
Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed to
Holders of the Certificates of the Related
Group on such Distribution Date and
all prior Distribution Dates and (ii) the
principal portion of all Realized
Losses (other than Debt Service Reductions)
incurred on the Mortgage Loans in
such Loan Group from the Cut-off Date
through the end of the month preceding
such Distribution Date.
Adjusted Pool Amount (Non-PO Portion): With respect to any
Distribution Date and Loan Group, the
difference between the Adjusted Pool
Amount and the Adjusted Pool Amount (PO
Portion) for such Loan Group.
Adjusted Pool Amount (PO Portion): With respect to any
Distribution
Date and Loan Group, the sum of the amount,
calculated as follows, with respect
to each Outstanding Mortgage Loan in such
Loan Group: the product of (i) the PO
Percentage for such Mortgage Loan and (ii)
the remainder of (A) the Cut-off Date
Principal Balance of such Mortgage Loan
minus (B) the sum of (x) all amounts in
respect of principal received in respect of
such Mortgage Loan (including,
without limitation, amounts received as
Monthly Payments, Periodic Advances,
Principal Prepayments, Liquidation Proceeds
and Substitution Adjustment Amounts)
and distributed to Holders of the
Certificates of the Related Group on such
Distribution Date and all prior
Distribution Dates and (y) the principal portion
of any Realized Loss (other than a Debt
Service Reduction) incurred on such
Mortgage Loan from the Cut-off Date through
the end of the month preceding such
Distribution Date.
Advance: A Periodic Advance or a Servicing Advance.
Advance Date: As to any Distribution Date and each Mortgage
Loan,
the Business Day preceding the related
Remittance Date.
Aggregate Subordinate Percentage: As to any Distribution Date,
the
aggregate Class Certificate Balance of the
Subordinate Certificates divided by
the aggregate Pool Stated Principal Balance
(Non-PO Portion) for the Loan
Groups.
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 origination of such Mortgage
Loan or, in certain cases, an
automated valuation model (if applicable)
or tax assessed value and (b) the
sales price for such property, except that,
in the case of Mortgage Loans the
proceeds of which were used to refinance an
existing mortgage loan, the
Appraised Value of the related Mortgaged
Property is the appraised value thereof
determined in an appraisal obtained at the
time of refinancing or, in certain
cases, an automated valuation model (if
applicable) or tax assessed value, or
(ii) the appraised value determined in an
appraisal made at the request of a
Mortgagor subsequent to origination in
order to eliminate the Mortgagor's
obligation to keep a Primary Mortgage
Insurance Policy in force.
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.
BAMCC: Banc of America Mortgage Capital Corporation.
BANA: Bank of America, National Association, a national banking
association, or its successor in
interest.
Book-Entry Certificate: All Classes of Certificates other than
the
Physical Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or
(ii)
a day on which banking institutions in the
State of North Carolina, the State of
New York, the states in which the servicing
offices of any Servicer are located,
the state in which the master servicing
offices of the Master Servicer are
located or the state or states in which the
Corporate Trust Offices of the
Trustee and the Securities Administrator
are located are required or authorized
by law or executive order to be closed.
Buy-Down Account: The separate Eligible Account or Accounts
created
and maintained by a Servicer pursuant to
Section 3.08.
Buy-Down Agreement: An agreement governing the application of
Buy-Down Funds with respect to a Buy-Down
Mortgage Loan.
Buy-Down Funds: Money advanced by a builder, seller or other
interested party to reduce a Mortgagor's
monthly payment during the initial
years of a Buy-Down Mortgage Loan.
Buy-Down Mortgage Loan: Any Mortgage Loan in respect of which,
pursuant to a Buy-Down Agreement, the
monthly interest payments made by the
related Mortgagor will be less than the
scheduled monthly interest payments on
such Mortgage Loan, with the resulting
difference in interest payments being
provided from Buy-Down Funds.
Calculated Principal Distribution: As defined in Section
5.03(d).
Certificate: Any of the Banc of America Funding Corporation
Mortgage
Pass-Through Certificates, Series 2005-6
that are issued pursuant to this
Agreement.
Certificate Account: The Eligible Account created and maintained
by
the Securities Administrator pursuant to
Section 3.09(b) in the name of the
Securities Administrator, on behalf of the
Trustee, for the benefit of the
Certificateholders and designated "Wells
Fargo Bank, N.A., as Securities
Administrator for Wachovia Bank, National
Association, as Trustee, in trust for
registered holders of Banc of America
Funding Corporation Mortgage Pass-Through
Certificates, Series 2005-6." The
Certificate Account shall be deemed to consist
of four sub-accounts; one for each Loan
Group, a third sub-account referred to
herein as the Middle-Tier Certificate
Sub-Account and a fourth sub-account
referred to herein as the Upper-Tier
Certificate Sub-Account. Funds in the
Certificate Account shall be held in trust
for the Holders of the Certificates
for the uses and purposes set forth in this
Agreement.
Certificate Balance: With respect to any Certificate (other than
the
Class 2-A-5 and Class 30-IO Certificates)
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-A-5 and
Class 30-IO 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.
CitiMortgage: CitiMortgage, Inc. and its successors and
assigns.
CitiMortgage Servicing Agreement: The Master Mortgage Loan
Purchase
and Servicing Agreement, dated as of
September 1, 2003, by and between BAMCC
(and BANA as successor thereto) and
CitiMortgage, as amended by (i) the
Amendment to the Mortgage Loan Purchase and
Servicing Agreement, dated as of
July 1, 2004, by and among BAMCC, BANA and
CitiMortgage and (ii) the Assignment
Assumption and Recognition Agreement, dated
October 28, 2005, by and among BANA,
the Depositor, the Trustee, the Master
Servicer and CitiMortgage.
Class: As to the Certificates, the Class 1-A-1, Class 1-A-2,
Class
1-A-3, Class 1-A-4, Class 1-A-5, Class
1-A-6, Class 1-A-7, Class 1-A-8, Class
1-A-9, Class 1-A-10, Class 1-A-R, Class
2-A-1, Class 2-A-2, Class 2-A-3, Class
2-A-4, Class 2-A-5, Class 2-A-6, Class
2-A-7, Class 2-A-8, Class 2-A-9, Class
2-A-10, Class 2-A-11, Class 2-A-12, Class
2-A-13, Class 30-IO, Class 30-PO,
Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6
Certificates, as the case may be.
Class 1-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date,
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-3 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date,
the amount, if any, by which the Class
Certificate Balance of the Class 1-A-3
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-4 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date, the lesser of (a) the Class
Certificate Balance of the Class 1-A-4
Certificates with respect to such
Distribution Date prior to any reduction
for the Class 1-A-4 Loss Allocation
Amount and (b) the sum of the Class 1-A-1
Loss Amount and Class 1-A-3 Loss
Amount with respect to such Distribution
Date.
Class 1-IO Notional Amount: With respect to each Distribution
Date
and the Class 1-IO Component, an amount
equal to the product of (i) the
aggregate of the Stated Principal Balances
of the Group 1 Premium Mortgage Loans
as of the Due Date in the month preceding
the month of such Distribution Date
and (ii) a fraction, (a) the numerator of
which is equal to the weighted average
of the Net Mortgage Interest Rates of the
Group 1 Premium Mortgage Loans (based
on the Stated Principal Balances of the
Group 1 Premium Mortgage Loans as of the
Due Date in the month preceding the month
of such Distribution Date) minus
5.625% and (b) the denominator of which is
equal to 5.500%.
Class 2-A-5 Notional Amount: As to any Distribution Date and
the
Class 2-A-5 Certificates, the Class
Certificate Balance of the Class 2-A-4
Certificates.
Class 2-A-11 Loss Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion
Date, the amount, if any, by which the
Class Certificate Balance of the Class
2-A-11 Certificates would be reduced as a
result of the allocation of any reduction
pursuant to Section 5.03(b) to such
Class, without regard to the operation of
Section 5.03(e).
Class 2-A-12 Loss Allocation Amount: With respect to any
Distribution Date after the Senior Credit
Support Depletion Date, the lesser of
(a) the Class Certificate Balance of the
Class 2-A-12 Certificates with respect
to such Distribution Date prior to any
reduction for the Class 2-A-12 Loss
Allocation Amount and (b) the Class 2-A-11
Loss Amount with respect to such
Distribution Date.
Class 2-IO Notional Amount: With respect to each Distribution
Date
and the Class 2-IO Component, an amount
equal to the product of (i) the
aggregate of the Stated Principal Balances
of the Group 2 Premium Mortgage Loans
as of the due date in the month preceding
the month of such Distribution Date
and (ii) a fraction, (a) the numerator of
which is equal to the weighted average
of the Net Mortgage Interest Rates of the
Group 2 Premium Mortgage Loans (based
on the Stated Principal Balances of the
Group 2 Premium Mortgage Loans as of the
Due Date in the month preceding the month
of such Distribution Date) minus
5.500% and (b) the denominator of which is
equal to 5.500%.
Class 2-A-13 Accrual Distribution Amount: For any Distribution
Date
and the Class 2-A-13 Certificates prior to
the Accretion Termination Date, an
amount with respect to such Class equal to
the sum of (i) the amount allocated
but not currently distributable as interest
to such Class pursuant to Section
5.02(a)(i) that is attributable to clause
(i) of the definition of "Interest
Distribution Amount," and (ii) the amount
allocated but not currently
distributable as interest to such Class
pursuant to Section 5.02(a)(i) that is
attributable to clause (ii) of the
definition of "Interest Distribution Amount."
Class 30-IO Notional Amount: With respect to any Distribution
Date,
an amount equal to the sum of the Class
1-IO Notional Amount and the Class 2-IO
Notional Amount for such Distribution
Date.
Class B Certificates: The Class B-1, Class B-2, Class B-3,
Class
B-4, Class B-5 and Class B-6
Certificates.
Class Certificate Balance: With respect to any Class of
Certificates
(other than the Class 2-A-5, Class 30-IO
and Class 30-PO Certificates) and any
date of determination, and subject to
Section 5.03(f), the Initial Class
Certificate Balance of such Class (plus, in
the case of the Class 2-A-13
Certificates, any Class 2-A-13 Accrual
Distribution Amounts previously added
thereto) minus (A) the sum of (i) all
distributions of principal made with
respect thereto (including in the case of a
Class of Class B Certificates, any
principal otherwise payable to such Class
of Class B Certificates used to pay
any Class PO Deferred Amounts), (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-4 Certificates and the
Class 2-A-12 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) and (ii) in the case of the
Class 1-A-4 Certificates and the
Class 2-A-12 Certificates, any increases
allocated thereto pursuant to Section
5.03(e). The Class Certificate Balance of
the Class 30-PO Certificates as of any
date of determination shall equal the sum
of the Component Balances of the Class
PO Components. The Class 2-A-5 and Class
30-IO Certificates are Interest Only
Certificates and have no Class Certificate
Balance.
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class (other than the
Class 30-IO Certificates), the amount by
which Accrued Certificate Interest for such
Class (as reduced pursuant to
Section 5.02(c)) exceeds the amount of
interest actually distributed on such
Class (or, in the case of the Class 2-A-13
Certificates prior to the Accretion
Termination Date, the amount included in
the Class 2-A-13 Accrual Distribution
Amount pursuant to clause (i) of the
definition thereof, but not distributed as
interest on the Class 2-A-13 Certificates)
on such Distribution Date pursuant to
clause (i) of the definition of "Interest
Distribution Amount." As to any
Distribution Date and the Class 30-IO
Certificates, the sum of the Component
Interest Shortfalls for the Class IO
Components.
Class IO Component: Any of the Class 1-IO Component or the
Class
2-IO Component.
Class PO Component: Any of the Class 1-PO Component or the
Class
2-PO Component.
Class PO Deferred Amount: As to any Distribution Date and each
Class
PO Component, the sum of the amounts by
which the Component Balance of such
Class PO Component will be reduced on such
Distribution Date or has been reduced
on prior Distribution Dates as a result of
Section 5.03(b) less the sum of (a)
the Class PO Recoveries with respect to the
Related Loan Group for prior
Distribution Dates and (b) the amounts
distributed to such Class PO Component
pursuant to Section 5.02(a)(iii) on prior
Distribution Dates.
Class PO Recovery: As to any Distribution Date and Loan Group,
the
lesser of (a) (i) in the case of Group 1,
the Class PO Deferred Amount for the
Class 1-PO Component for such Distribution
Date and (ii) in the case of Group 2,
the Class PO Deferred Amount for the Class
2-PO Component for such Distribution
Date and (b) an amount equal to the sum, as
to each Mortgage Loan in such Loan
Group as to which there has been a Recovery
received during the calendar month
preceding the month of such Distribution
Date, of the product of (x) the PO
Percentage with respect to such Mortgage
Loan and (y) the amount of the Recovery
received during the calendar month
preceding the month of such Distribution Date
with respect to such Mortgage Loan.
Class Unpaid Interest Shortfall: As to any Distribution Date
and
each interest-bearing Class (other than the
Class 30-IO Certificates), the
amount by which the aggregate Class
Interest Shortfalls for such Class (or, in
the case of the Class 2-A-13 Certificates
prior to the Accretion Termination
Date, the amount included in the Class
2-A-13 Accrual Distribution Amount
pursuant to clause (ii) of the definition
thereof, but not distributed as
interest on the Class 2-A-13 Certificates)
on prior Distribution Dates exceeds
the amount of interest actually distributed
on such Class on such prior
Distribution Dates pursuant to clause (ii)
of the definition of "Interest
Distribution Amount." As to any
Distribution Date and the Class 30-IO
Certificates, the sum of the Component
Unpaid Interest Shortfalls for the Class
IO Components.
Closing Date: October 28, 2005.
Code: The Internal Revenue Code of 1986, as amended.
Compensating Interest: With respect to any Distribution Date
and
Servicer, an amount equal to the lesser of
(a) the aggregate Servicing Fee
payable to such Servicer for the Mortgage
Loans serviced by such Servicer as of
the Due Date of the month preceding the
month of such Distribution Date and (b)
the aggregate of the Prepayment Interest
Shortfalls on the Mortgage Loans
serviced by such Servicer resulting from
Principal Prepayments on such Mortgage
Loans during the calendar month preceding
the month of such Distribution Date;
provided, however, that Compensating
Interest for any Distribution Date payable
by RFC will be capped at 1/12th of 0.125%
of the aggregate Stated Principal
Balance of the Mortgage Loans serviced by
RFC (calculated as of the Remittance
Date relating to such Distribution
Date).
Component: Any of the Class IO Components or Class PO
Components.
Component Balance: With respect to any Class PO Component and
any
date of determination, the Initial
Component Balance of such Component minus the
sum of (i) all distributions of principal
made with respect thereto and (ii) all
reductions in the related Component Balance
previously allocated thereto
pursuant to Section 5.03(b). The Class IO
Components are interest only
Components and have no Component
Balance.
Component Interest Distribution Amount: For any Distribution
Date
and any Class IO Component, the sum of (i)
the Accrued Component Interest for
such Component and (ii) any Component
Unpaid Interest Shortfall for such
Component. The Class PO Components are
principal only Components and are not
entitled to distributions of interest.
Component Interest Shortfall: For any Distribution Date and any
Class IO 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, any of
the
Class 1-IO Notional Amount or Class 2-IO
Notional Amount.
Component Unpaid Interest Shortfall: As to any Distribution Date
and
any Class IO 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 2005-6, 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 2005-6, and
for certificate transfer purposes is
located at Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479,
Attention: Corporate Trust Services - BAFC
2005-6, 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 Upper-Tier Class, Classes or Component: As to the
following Uncertificated Middle-Tier
Interests, the Corresponding Upper-Tier
Class, Classes or Component, as
follows:
--------------------------------------------------------------------------------
Uncertificated
Corresponding Upper-Tier
Middle-Tier Interest
Class, Classes or Component
--------------------------------------------------------------------------------
Class 1-A-M1 Interest
Class 1-A-1, Class 1-A-2, Class 1-A-3, Class
1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7,
Class 1-A-8, Class 1-A-9 and Class 1-A-10
Certificates
--------------------------------------------------------------------------------
Class 1-MIO Interest
Class 1-IO Component
--------------------------------------------------------------------------------
Class 1-MPO Interest
Class 1-PO Component
--------------------------------------------------------------------------------
Class 1-A-MUR Interest
Class 1-A-R Certificate
--------------------------------------------------------------------------------
Class
2-A-M1 Interest Class 2-A-1, Class 2-A-2, Class
2-A-3, Class 2-A-6, Class 2-A-7, Class 2-A-8,
Class 2-A-9, Class 2-A-10, Class 2-A-11, Class
2-A-12 and Class 2-A-13 Certificates
--------------------------------------------------------------------------------
Class 2-A-M4 Interest
Class 2-A-4 and Class 2-A-5 Certificates
--------------------------------------------------------------------------------
Class 2-MIO Interest
Class 2-IO Component
--------------------------------------------------------------------------------
Class 2-MPO Interest
Class 2-PO Component
--------------------------------------------------------------------------------
Class B-M1 Interest
Class B-1
Certificates
--------------------------------------------------------------------------------
Class B-M2 Interest
Class B-2 Certificates
--------------------------------------------------------------------------------
Class B-M3 Interest
Class B-3 Certificates
--------------------------------------------------------------------------------
Class B-M4 Interest
Class B-4 Certificates
--------------------------------------------------------------------------------
Class B-M5 Interest
Class B-5 Certificates
--------------------------------------------------------------------------------
Class B-M6 Interest
Class B-6 Certificates
--------------------------------------------------------------------------------
Counterparty: Bank of America, National Association.
Custodian: Initially, the Trustee and thereafter the Custodian,
if
any, hereafter appointed by the Trustee
pursuant to Section 9.12. A Custodian
may (but need not) be the Trustee or any
Person directly or indirectly
controlling or controlled by or under
common control of either of them. None of
the Master Servicer, any Servicer or the
Depositor, or any Person directly or
indirectly controlling or controlled by or
under common control with any such
Person may be appointed Custodian.
Customary Servicing Procedures: With respect to (i) any
Servicer,
procedures (including collection
procedures) that a Servicer customarily employs
and exercises in servicing and
administering mortgage loans for its own account
and which are in accordance with accepted
mortgage servicing practices of
prudent lending institutions servicing
mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in
which the related Mortgaged Properties
are located and (ii) the Master Servicer,
those master servicing procedures that
constitute customary and usual standards of
practice of prudent mortgage loan
master servicers.
Cut-off Date: October 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 $238,765,162.73 for
Loan Group 1 and $249,454,900.47 for
Loan Group 2.
Cut-off
Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close
of business on the Cut-off Date,
reduced by all installments of principal
due on or prior thereto whether or not
paid.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (i) the
Monthly Payment due on the related Due
Date under the terms of such Mortgage Loan
over (ii) the amount of the monthly
payment of principal and/or interest
required to be paid with respect to such
Due Date by the Mortgagor as established by
a court of competent jurisdiction
(pursuant to an order which has become
final and nonappealable) as a result of a
proceeding initiated by or against the
related Mortgagor under the Bankruptcy
Code, as amended from time to time (11
U.S.C.); provided that no such excess
shall be considered a Debt Service
Reduction so long as (a) the Servicer 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.
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 and
for
each Servicer, as defined in the applicable
Servicing Agreement.
Discount Mortgage Loan: Any Group 1 Discount Mortgage Loan or
Group
2 Discount Mortgage Loan.
Distribution Date: The 25th day of each month beginning in
November
2005 (or, if such day is not a Business
Day, the next Business Day).
Document Transfer Event: The 60th day following the day on
which
either (i) Wells Fargo Bank is no longer
the Servicer of any of the Mortgage
Loans purchased by the Seller from Wells
Fargo Bank, N.A. or (ii) the senior,
unsecured long-term debt rating of Wells
Fargo & Company is less than "BBB-" by
Fitch.
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.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: Any of the Class B-4, Class B-5
or
Class B-6 Certificates.
Escrow Account: As defined in Section 3.08.
Escrow Payments: The amounts constituting taxes, assessments,
Primary Mortgage Insurance Policy premiums,
fire and hazard insurance premiums
and other payments as may be required to be
escrowed by the Mortgagor with the
mortgagee pursuant to the terms of any
Mortgage Note or Mortgage.
Events of Default: As defined in Section 8.01.
Excess Funds: With respect to the Reserve Account and for any
Distribution Date, the amount by which (a)
the Yield Maintenance Agreement
Payments for prior Distribution Dates
exceed (b) the amount actually paid from
the Reserve Account with respect to (i)
Yield Maintenance Amounts for such prior
Distribution Dates and (ii) Yield
Maintenance Amount Shortfalls for such prior
Distribution Dates.
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.
Final Distribution Date: The Distribution Date on which the
final
distribution in respect of the Certificates
will be made pursuant to Section
10.01.
Financial Market Service: Bloomberg Financial Service and any
other
financial information provider designated
by the Depositor by written notice to
the Securities Administrator.
FIRREA: The Financial Institutions Reform, Recovery and
Enforcement
Act of 1989, as amended.
Fitch: Fitch Ratings, or any successor thereto.
Form 10-K: As defined in Section 3.22.
Fractional Interest: As defined in Section 5.02(d).
GMAC: GMAC Mortgage Corporation, in its capacity as Servicer
under
the GMAC Servicing Agreement.
GMAC Servicing Agreement: Collectively, the Master Flow Sale
and
Servicing Agreement, dated as of August 1,
2003, by and between BANA and GMAC,
as amended by (i) that certain Global
Amendment to Sale and Servicing
Agreements, dated as of September 1, 2005,
by and among GMAC, BAMCC and BANA and
(ii) the Assignment, Assumption and
Recognition Agreement, dated October 28,
2005, by and among BANA, the Depositor, the
Trustee, the Master Servicer and
GMAC.
Grantor Trust: That portion of the Trust exclusive of the
REMICs
consisting of (a) the right of the Class
2-A-4 Certificates to receive amounts
from the Reserve Account and (b) the Yield
Maintenance Agreement and the Reserve
Account.
Group: Any of Group 1 or Group 2.
Group 1: The Group 1 Senior Certificates, the Class 1-IO
Component
and the Class 1-PO Component.
Group 1 Discount Mortgage Loan: Any Group 1 Mortgage Loan with a
Net
Mortgage Interest Rate as of the Cut-off
Date that is less than 5.625% per
annum.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1
hereto.
Group 1 Premium Mortgage Loan: Any Group 1 Mortgage Loan with a
Net
Mortgage Interest Rate as of the Cut-off
Date that is greater than or equal to
5.625% per annum.
Group 1 Priority Amount: As to any Distribution Date, the lesser
of
(i) the aggregate Class Certificate Balance
of the Class 1-A-1, Class 1-A-3 and
Class 1-A-4 Certificates and (ii) the
product of (a) the Non-PO Principal Amount
for Loan Group 1, (b) the Shift Percentage
and (c) the Group 1 Priority
Percentage.
Group 1 Priority Percentage: As to any Distribution Date, the
percentage equivalent (carried to six
places rounded up) of a fraction the
numerator of which is the aggregate Class
Certificate Balance of the Class
1-A-1, Class 1-A-3 and Class 1-A-4
Certificates immediately prior to such date
and the denominator of which is the Pool
Stated Principal Balance (Non-PO
Portion) for Loan Group 1 immediately prior
to such date.
Group 1 Senior Certificates: The Class 1-A-1, Class 1-A-2,
Class
1-A-3, Class 1-A-4, Class 1-A-5, Class
1-A-6, Class 1-A-7, Class 1-A-8, Class
1-A-9, Class 1-A-10 and Class 1-A-R
Certificates.
Group 2: The Group 2 Senior Certificates, the Class 2-IO
Component
and the Class 2-PO Component.
Group 2 Discount Mortgage Loan: Any Group 2 Mortgage Loan with a
Net
Mortgage Interest Rate as of the Cut-off
Date that is less than 5.500% per
annum.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2
hereto.
Group 2 Premium Mortgage Loan: Any Group 2 Mortgage Loan with a
Net
Mortgage Interest Rate as of the Cut-off
Date that is greater than or equal to
5.500% per annum.
Group 2 Priority Amount: As to any Distribution Date, the lesser
of
(i) the aggregate Class Certificate Balance
of the Class 2-A-11 and Class 2-A-12
Certificates and (ii) the product of (a)
the Non-PO Principal Amount for Loan
Group 2, (b) the Shift Percentage and (c)
the Group 2 Priority Percentage.
Group 2 Priority Percentage: As to any Distribution Date, the
percentage equivalent (carried to six
places rounded up) of a fraction the
numerator of which is the aggregate Class
Certificate Balance of the Class
2-A-11 and Class 2-A-12 Certificates
immediately prior to such date and the
denominator of which is the Pool Stated
Principal Balance (Non-PO Portion) for
Loan Group 2 immediately prior to such
date.
Group 2 Senior Certificates: The Class 2-A-1, Class 2-A-2,
Class
2-A-3, Class 2-A-4, Class 2-A-5, Class
2-A-6, Class 2-A-7, Class 2-A-8, Class
2-A-9, Class 2-A-10, Class 2-A-11, Class
2-A-12 and Class 2-A-13 Certificates.
Holder: A Certificateholder.
Independent: When used with respect to any specified Person
means
such a Person who (i) is in fact
independent of the Depositor, 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.
Initial Class Certificate Balance: As to each Class of
Certificates
(other than the Class 2-A-5 and Class 30-IO
Certificates), the Class Certificate
Balance set forth in the Preliminary
Statement. The Class 2-A-5 and Class 30-IO
Certificates are Interest Only Certificates
and have no Initial Class
Certificate Balance.
Initial Component Balance: As to each Class PO Component, the
Component Balance set forth in the
Preliminary Statement.
Initial Notional Amount: As to each Class of Interest Only
Certificates, the Notional Amount set forth
in the Preliminary Statement.
Insurance Policy: With respect to any Mortgage Loan included in
the
Trust Estate, any Primary Mortgage
Insurance Policy or any other insurance
policy (including any policy covering any
Mortgage Loan or Mortgaged Property,
including without limitation, any hazard
insurance policy required pursuant to
Section 3.12, any title insurance policy
described in Section 2.01 and any
Federal Housing Administration insurance
policies and Department of Veterans
Affairs insurance policies), including all
riders and endorsements thereto in
effect, including any replacement policy or
policies for any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than
any amount included in such Insurance
Proceeds in respect of Insured
Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or
any
other insurance policy with respect to the
Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each
Class
of interest-bearing Certificates (other
than the Class 2-A-4, Class 2-A-5 and
Class 30-IO Certificates) and each Class IO
Component, 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 2-A-4 and
Class 2-A-5 Certificates, the period from
and including the 25th day of the
calendar month preceding the calendar month
in which such Distribution Date
occurs and ending on the 24th day of the
calendar month in which such
Distribution Date occurs.
Interest Distribution Amount: For any Distribution Date and
each
interest-bearing Class (other than the
Class 30-IO Certificates) and each Class
IO 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.
Interest Only Certificates: Any Class of Certificates entitled
to
distributions of interest, but no
distributions of principal. The Class 2-A-5
and Class 30-IO Certificates are the only
Classes of Interest Only Certificates.
LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations
for one-month U.S. Dollar deposits, as
determined by the 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 2-A-4 or Class 2-A-5
Certificates.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (including any REO
Property) that was liquidated in the
calendar month preceding the month of such
Distribution Date and as to which the
applicable Servicer has certified (in
accordance with the applicable Servicing
Agreement) that it has received all
proceeds it expects to receive in connection
with the liquidation of such Mortgage Loan
including the final disposition of an
REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or
complete liquidation of defaulted
Mortgage Loans, whether through trustee's
sale, foreclosure sale or otherwise or
amounts received in connection with any
condemnation or partial release of a
Mortgaged Property and any other proceeds
received in connection with an REO
Property, less the sum of related
unreimbursed Servicing Fees and Advances.
Loan Group: Any of Loan Group 1 or Loan Group 2.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any
date
of determination, the fraction, expressed
as a percentage, the numerator of
which is the outstanding principal balance
of the related Mortgage Loan at
origination and the denominator of which is
the Appraised Value of the related
Mortgaged Property.
Losses: As defined in Section 5.10(a).
Lower-Tier Distribution Amount: As defined in Section 5.02(a).
Lower-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Mortgage
Loans, such amounts as shall from time
to time be held in the Certificate Account
(other than amounts held in respect
of the Middle-Tier Certificate Sub-Account
or the Upper-Tier Certificate
Sub-Account), the insurance policies, if
any, relating to a Mortgage Loan and
property which secured a Mortgage Loan and
which has been acquired by
foreclosure or deed in lieu of
foreclosure.
Master Servicer: Wells Fargo Bank, N.A., and its
successors-in-interest and, if a successor
master servicer is appointed
hereunder, such successor, as master
servicer.
Master Servicer Custodial Account: The Eligible Account created
and
maintained by the Master Servicer pursuant
to Section 3.09 in the name of the
Master Servicer for the benefit of the
Certificateholders and designated "Wells
Fargo Bank, N.A., as Master Servicer, in
trust for the registered holders of
Banc of America Funding Corporation
Mortgage Pass-Through Certificates, Series
2005-6."
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 by
the
Master Servicer pursuant to Section
4.01.
Master Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the
administration and master servicing of the
Mortgage Loans whose name appears on a list
of servicing officers furnished to
the Securities Administrator 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 Certificate Sub-Account: The sub-account of the
Certificate Account designated by the
Securities Administrator pursuant to
Section 3.09(h).
Middle-Tier Distribution Amount: As defined in Section 5.02(a).
Middle-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the
Uncertificated Lower-Tier Interests and such
amounts as shall from time to time be
deemed held in the Middle-Tier Certificate
Sub-Account.
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 in accordance with the terms of the
related Mortgage Note.
Mortgage
Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated October 28, 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 and Exhibit D-2, setting forth
the following information with
respect to each Mortgage Loan: (i) the
Mortgage Loan identifying number; (ii) a
code indicating whether the Mortgaged
Property is owner-occupied; (iii) the
property type for each Mortgaged Property;
(iv) the original months to maturity
or the remaining months to maturity from
the Cut-off Date; (v) the Loan-to-Value
Ratio at origination; (vi) the Mortgage
Interest Rate; (vii) the date on which
the first Monthly Payment was due on the
Mortgage Loan, and, if such date is not
the Due Date currently in effect, such Due
Date; (viii) the stated maturity
date; (ix) the amount of the Monthly
Payment as of the Cut-off Date; (x) the
paid-through date; (xi) the original
principal amount of the Mortgage Loan;
(xii) the principal balance of the Mortgage
Loan as of the close of business on
the Cut-off Date, after application of
payments of principal due on or before
the Cut-off Date, whether or not collected,
and after deduction of any payments
collected of scheduled principal due after
the Cut-off Date; (xiii) a code
indicating the purpose of the Mortgage
Loan; (xiv) a code indicating the
documentation style; (xv) a code indicating
the initial Servicer; (xvi) the
Appraised Value; and (xvii) the closing
date of the Mortgage Loan. With respect
to the Mortgage Loans in the aggregate, the
Mortgage Loan Schedule shall set
forth the following information, as of the
Cut-off Date: (i) the number of
Mortgage Loans; (ii) the current aggregate
outstanding principal balance of the
Mortgage Loans; (iii) the weighted average
Mortgage Interest Rate of the
Mortgage Loans; and (iv) the weighted
average months to maturity of the Mortgage
Loans.
Mortgage Loans: Such of the mortgage loans transferred and
assigned
to the Trustee pursuant to Section 2.01 as
from time to time are held as a part
of the Trust Estate (including any
Substitute Mortgage Loans and REO Property),
the Mortgage Loans originally so held being
identified in the Mortgage Loan
Schedule.
Mortgage Note: The originally executed note or other evidence
of
indebtedness evidencing the indebtedness of
a Mortgagor under a Mortgage Loan,
together with all riders thereto and
amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which may include Cooperative Stock
or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
National City Mortgage: National City Mortgage Co.
National City Mortgage Servicing Agreement: Collectively, the
Master
Seller's Warranties and Servicing
Agreement, dated as of September 1, 2003, by
and between BANA (as successor in interest
to BAMCC) and National City Mortgage,
as amended by (i) Amendment No. 1, dated as
of July 1, 2004, by and among BAMCC,
National City Mortgage and BANA, (ii) the
Master Assignment, Assumption and
Recognition Agreement, dated as of July 1,
2004, by and among BAMCC, National
City Mortgage, BANA and Wachovia Bank,
(iii) Amendment No. 2, dated as of
October 1, 2004, by and between National
City Mortgage and BANA, (iv) the
Assignment and Conveyance Agreements, dated
May 19, 2005, June 1, 2005 and June
16, 2005 and (v) the Assignment Assumption
and Recognition Agreement, dated
October 28, 2005, by and among BANA, the
Depositor, the Trustee and National
City Mortgage.
Net Mortgage Interest Rate: As to any Mortgage Loan and
Distribution
Date, such Mortgage Loan's Mortgage
Interest Rate thereon on the first day of
the calendar month preceding the month of
such Distribution Date reduced by the
Servicing Fee Rate for such Mortgage
Loan.
Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage), the numerator
of which is the Net Mortgage Interest
Rate as of the Cut-off Date of such
Discount Mortgage Loan and the denominator
of which is 5.625% for each Group 1
Discount Mortgage Loan and 5.500% for each
Group 2 Discount Mortgage Loan. As to any
Mortgage Loan that is not a Discount
Mortgage Loan, 100%.
Non-PO Principal Amount: As to any Distribution Date and Loan
Group,
the sum of (i) the sum of the applicable
Non-PO Percentage of (a) the principal
portion of each Monthly Payment due on each
Mortgage Loan in such Loan Group on
the related Due Date, (b) the Stated
Principal Balance, as of the date of
repurchase, of (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) each Mortgage Loan
in such Loan Group repurchased by the
Seller pursuant to the Mortgage Loan
Purchase Agreement or a Purchase Obligation
as of such Distribution Date, (iii) each
Mortgage Loan in such Loan Group
repurchased by the Depositor pursuant to
Section 2.04 or (iv) each Mortgage Loan
in such Loan Group purchased by the Master
Servicer pursuant to Section 10.01,
(c) any Substitution Adjustment Amount in
connection with a Defective Mortgage
Loan in such Loan Group received during the
calendar month preceding the month
of such Distribution Date, (d) any
Liquidation Proceeds allocable to recoveries
of principal of Mortgage Loans in such Loan
Group that are not yet Liquidated
Mortgage Loans received by a Servicer
during the calendar month preceding the
month of such Distribution Date, (e) with
respect to each Mortgage Loan in such
Loan Group that became a Liquidated
Mortgage Loan during the calendar month
preceding the month of such Distribution
Date, the amount of Liquidation
Proceeds (excluding Excess Proceeds)
allocable to principal received by a
Servicer with respect to such Mortgage Loan
during such period and (f) with
respect to each Mortgage Loan, all
Principal Prepayments on the Mortgage Loans
in such Loan Group received by a Servicer
during the calendar month preceding
the month of such Distribution Date; and
(ii) the Non-PO Recovery with respect
to such Loan Group for such Distribution
Date.
Non-PO Recovery: As to any Distribution Date and Loan Group,
the
amount of all Recoveries received with
respect to such Loan Group during the
calendar month preceding the month of such
Distribution Date less the Class PO
Recovery with respect to such Loan Group
for such Distribution Date.
Non-Supported Interest Shortfalls: As to any Distribution Date,
the
amount, if any, by which the aggregate of
Prepayment Interest Shortfalls exceeds
the aggregate Compensating Interest 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 (a) the Class 2-A-5
Certificates
and any date of determination, the Class
2-A-5 Notional Amount and (b) the Class
30-IO Certificates and any date of
determination, the Class 30-IO Notional
Amount.
NYCEMA: A New York Consolidation, Extension and Modification
Agreement.
Offered Certificates: The Senior, Class B-1, Class B-2 and Class
B-3
Certificates.
Officer's Certificate: A certificate signed by the Chairman of
the
Board, Vice Chairman of the Board,
President or a Vice President and by the
Treasurer, the Secretary or one of the
Assistant Treasurers or Assistant
Secretaries, or any other duly authorized
officer of the Depositor or the Master
Servicer, as the case may be, and delivered
to the Trustee or the Securities
Administrator, as the case may be. 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 three 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 B-1 1.56%
Class B-2
0.96%
Class B-3 0.55%
Class B-4 0.35%
Class B-5 0.20%
Class B-6 0.00%
Original Subordinate Certificate Balance: $16,112,149.00.
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
which
was not the subject of a Principal
Prepayment in Full, 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.
PAC Certificates: The Class 2-A-6 and Class 2-A-7 Certificates.
PAC Group: The PAC Certificates.
PAC Principal Amount: As to any Distribution Date and the PAC
Group,
the amount, if any, that would reduce the
aggregate Class Certificate Balance of
the PAC Group to the applicable balance
shown in the table set forth in Exhibit
P with respect to such Distribution
Date.
Pass-Through Rate: As to each Class of interest-bearing
Certificates
and each interest-bearing Component, the
per annum rate set forth or described
in the Preliminary Statement.
Payahead Amount: As to any Distribution Date and Mortgage Loan,
early prepayments of scheduled installments
of principal and interest made by a
Mortgagor during the calendar month
preceding the month of such Distribution
Date that are intended by such Mortgagor to
be applied on subsequent Due Dates.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate, the percentage
obtained
by dividing the initial Certificate Balance
of such Certificate (or the initial
notional amount for the Class 2-A-5 and
Class 30-IO Certificates) by the Initial
Class Certificate Balance or Initial
Notional Amount, as applicable, of the
Class of which such Certificate is a
part.
Periodic Advance: With respect to each Servicer, shall have the
meaning given to term "Monthly Advance" in
the applicable Servicing Agreement.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the
United
States, Freddie Mac, Fannie Mae or any agency or instrumentality
of
the United
States when such obligations are backed by the full faith and
credit of
the United States; provided that such obligations of Freddie
Mac
or Fannie
Mae shall be limited to senior debt obligations and mortgage
participation certificates other than investments in
mortgage-backed or
mortgage
participation securities with yields evidencing extreme
sensitivity to the rate of principal payments on the underlying
mortgages,
which
shall not constitute Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause
(i)
maturing
not more than one month from the date of acquisition thereof
with
a
corporation incorporated under the laws of the United States or
any
state
thereof rated not lower than "P-1" by Moody's, "F1" by Fitch
and
"A-1+" by
S&P;
(iii) federal funds, certificates of deposit, demand deposits,
time
deposits
and bankers' acceptances (which shall each have an original
maturity
of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more
than 365
days or a
remaining maturity of more than 30 days) denominated in United
States
dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state
thereof,
rated not
lower than "P-1" by Moody's, "F1" by Fitch and "A-1+" by
S&P;
(iv) commercial paper (having original maturities of not more
than
365 days)
of any corporation incorporated under the laws of the United
States or
any state thereof which is rated not lower than "P-1" by
Moody's,
"F1" by Fitch and "A-1+" by S&P;
(v) investments in money market funds (including funds of the
Securities
Administrator or its affiliates, or funds for which an
affiliate
of the Securities Administrator acts as advisor, as well as
funds for
which the Securities Administrator and its affiliates may
receive
compensation) rated "Aaa" by Moody's, "AAA" by Fitch (if rated
by
Fitch) and
"AAAm G" by S&P or otherwise approved in writing by each
Rating
Agency; and
(vi) other obligations or securities that are acceptable to
each
Rating
Agency and, as evidenced by an Opinion of Counsel obtained by
the
Master
Servicer or Securities Administrator, as the case may be, will
not
affect the qualification of the
Trust Estate as three 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.
PHH: PHH Mortgage Corporation, or its successor in interest.
PHH Servicing Agreement: Collectively, the Mortgage Loan Flow
Purchase, Sale and Servicing Agreement,
dated as of August 1, 2005, by and among
BANA, as purchaser, PHH, as a seller and
servicer, and Bishop's Gate Residential
Mortgage Trust, as a seller, (ii) the
related Warranty Bill of Sale, dated
August 31, 2005, and (iii) the Assignment,
Assumption and Recognition Agreement,
dated October 28, 2005, among BANA, the
Depositor, the Master Servicer, the
Trustee, PHH and Bishop's Gate Residential
Mortgage Trust.
Physical Certificates: The Class 1-A-R, Class B-4, Class B-5
and
Class B-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 and (B) all Periodic
Advances made by a Servicer (or the Master
Servicer or the Trustee, as
applicable) in respect of such Loan Group
and payments of Compensating Interest
allocable to such Loan Group made by the
applicable Servicer in respect of such
Loan Group and such Distribution Date
deposited to the Master Servicer Custodial
Account pursuant to Section 3.09(d)(vi);
(ii) all Liquidation Proceeds (other
than Excess Proceeds) received on the
Mortgage Loans in such Loan Group during
the calendar month preceding the month of
such Distribution Date and deposited
to the Master Servicer Custodial Account
pursuant to Section 3.09(d)(iii); (iii)
all Principal Prepayments received on the
Mortgage Loans in such Loan Group
during the calendar month preceding the
month of such Distribution Date and
deposited to the Master Servicer Custodial
Account pursuant to Section
3.09(d)(i) during such period; (iv) in
connection with any Mortgage Loans that
are Defective Mortgage Loans in such Loan
Group, the aggregate of the Purchase
Prices and Substitution Adjustment Amounts
remitted on the related Remittance
Date pursuant to Section 3.09(d)(vii); (v)
any other amounts in the Master
Servicer Custodial Account deposited
therein pursuant to Section 3.09(d)(iv),
(v), (viii), (ix) and (x) in respect of
such Distribution Date and such Loan
Group; (vi) any Reimbursement Amount
required to be included pursuant to Section
5.02(a); and (vii) any Non-PO Recovery with
respect to such Distribution Date
and Loan Group 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.
Pool Stated Principal Balance (Non-PO Portion): As to any
Distribution Date and Loan Group, the sum
of the product, for each Mortgage Loan
of such Loan Group, of (a) the Non-PO
Percentage of such Mortgage Loan
multiplied by (b) the Stated Principal
Balance of such Mortgage Loan that was an
Outstanding Mortgage Loan immediately
following the Due Date in the month
preceding the month in which such
Distribution Date occurs.
PO Percentage: As to any Discount Mortgage Loan, 100% minus the
Non-PO Percentage for such Mortgage Loan.
As to any Mortgage Loan that is not a
Discount Mortgage Loan, 0%.
PO Principal Amount: As to any Distribution Date and Loan Group,
(i)
the sum of the applicable PO Percentage of
(a) the principal portion of each
Monthly Payment due on each Mortgage Loan
in such Loan Group on the related Due
Date; (b) the Stated Principal Balance, as
of the date of repurchase, of (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) each Mortgage Loan in such Loan Group
repurchased by the Seller pursuant to
the Mortgage Loan Purchase Agreement or a
Purchase Obligation as of such
Distribution Date, (iii) each Mortgage Loan
in such Loan Group repurchased by
the Depositor pursuant to Section 2.04, or
(iv) each Mortgage Loan in each Loan
Group purchased by the Master Servicer
pursuant to Section 10.01; (c) any
Substitution Adjustment Amount in
connection with any Defective Mortgage Loan in
such Loan Group received with respect to
such Distribution Date; (d) any
Liquidation Proceeds allocable to
recoveries of principal of Mortgage Loans in
such Loan Group that are not yet Liquidated
Mortgage Loans received by a
Servicer during the calendar month
preceding the month of such Distribution
Date; (e) with respect to each Mortgage
Loan in such Loan Group that became a
Liquidated Mortgage Loan during the
calendar month preceding the month of such
Distribution Date, the amount of
Liquidation Proceeds (excluding Excess
Proceeds) allocable to principal received
by a Servicer with respect to such
Mortgage Loan during such period; and (f)
all Principal Prepayments on the
Mortgage Loans in such Loan Group received
by a Servicer during the calendar
month preceding the month of such
Distribution Date; and (ii) the Class PO
Recovery with respect to such Loan Group
for such Distribution Date.
Premium Mortgage Loan: Any Group 1 Premium Mortgage Loan or Group
2
Premium Mortgage Loan.
Prepayment Interest Shortfall: As to any Distribution Date and
each
Mortgage Loan subject to a Principal
Prepayment received during the calendar
month preceding the month of such
Distribution Date, 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 Fannie Mae or
Freddie Mac.
Principal Only Certificates: Any Class of Certificates entitled
to
distributions of principal, but to no
distributions of interest. The Class 30-PO
Certificates are the only Principal Only
Certificates.
Principal Prepayment: With respect to each Mortgage Loan, any
payment or other recovery of principal on a
Mortgage Loan (other than
Liquidation Proceeds or Payaheads) which is
received in advance of its scheduled
Due Date and is not accompanied by an
amount of interest representing scheduled
interest due on any date or dates in any
month or months subsequent to the month
of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the
entire
principal balance of a Mortgage Loan.
Private Certificates: The Class B-4, Class B-5 and Class B-6
Certificates.
Pro Rata Share: As to any Distribution Date and any Class of
Subordinate Certificates that is not a
Restricted Class, the portion of the
Subordinate Principal Distribution Amounts
allocable to such Class, equal to the
product of the Subordinate Principal
Distribution Amounts for 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%.
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 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 Fitch, 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: 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.
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 for Loan Group 2,
Group 2.
Related Loan Group: For Group 1, Loan Group 1, and for Group 2,
Loan
Group 2.
Relief Act: The Servicemembers Civil Relief Act, as it may be
amended from time to time.
Relief Act Reduction: With respect to any Distribution Date, for
any
Mortgage Loan as to which there has been a
reduction in the amount of interest
collectible thereon for the most recently
ended calendar month as a result of
the application of the Relief Act or
comparable state legislation, the amount,
if any, by which (i) interest collectible
on such Mortgage Loan for the most
recently ended calendar month is less than
(ii) interest accrued pursuant to the
terms of the Mortgage Note on the same
principal amount and for the same period
as the interest collectible on such
Mortgage Loan for the most recently ended
calendar month.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity
date"
of the Regular Certificates as that term is
defined in Section 2.07.
REMIC Provisions: Provisions of the federal income tax law
relating
to real estate mortgage investment
conduits, which appear at Section 860A
through 860G of Subchapter M of Chapter 1
of the Code, and related provisions,
and regulations promulgated thereunder, as
the foregoing may be in effect from
time to time, as well as provisions of
applicable state laws.
Remittance Date: The 18th day of each month beginning in
November
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 or the Custodian on behalf
of the Trustee, as the case may be,
substantially in the form attached hereto
as Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy which is required to be
maintained from time to time under this
Agreement in respect of such Mortgage
Loan.
Reserve Account: The trust account created and maintained by
the
Securities Administrator pursuant to
Section 3.09(i) which shall be entitled the
"Reserve Account, Wells Fargo Bank, N.A.,
as Securities Administrator, in trust
for registered Holders of the Class 2-A-4
Certificates of the Banc of America
Funding Corporation Mortgage Pass-Through
Certificates, Series 2005-6" and which
must be an Eligible Account. Amounts on
deposit in the Reserve Account shall not
be invested. The Reserve Account shall not
be an asset of any REMIC formed under
this Agreement.
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).
RFC: Residential Funding Corporation, in its capacity as
Servicer
under the RFC Servicing Agreement.
RFC Servicing Agreement: Collectively, (i) the Standard Terms
and
Provisions of Sale and Servicing Agreement,
dated as of November 1, 2004, by and
between BANA and RFC, as amended by that
certain Reference Agreement, dated as
of July 1, 2005, by and between RFC and
BANA, and (ii) the Assignment,
Assumption and Recognition Agreement, dated
October 28, 2005, by and among BANA,
the Depositor, the Trustee, the Master
Servicer and RFC.
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-4, Class 1-A-5, Class 1-A-6,
Class 1-A-7, Class 1-A-8, Class 1-A-9,
Class 1-A-10, Class 1-A-R, Class 2-A-1,
Class 2-A-2, Class 2-A-3, Class 2-A-4,
Class 2-A-5, Class 2-A-6, Class 2-A-7,
Class 2-A-8, Class 2-A-9, Class 2-A-10,
Class 2-A-11, Class 2-A-12, Class 2-A-13,
Class 30-IO and Class 30-PO
Certificates.
Senior Credit Support Depletion Date: The date on which the
aggregate Class Certificate Balance of the
Subordinate 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 sum of 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
(Non-PO Portion) of such Loan Group
for such Distribution Date.
Senior Prepayment Percentage: For any Distribution Date and
Loan
Group during the five (5) years beginning
on the first Distribution Date, 100%.
The Senior Prepayment Percentage for any
Loan Group and for any Distribution
Date occurring on or after the fifth
anniversary of the first Distribution Date
will, except as provided herein, be as
follows: for any Distribution Date in the
first (1st) year thereafter, the Senior
Percentage for such Loan Group plus 70%
of the Subordinate Percentage for such Loan
Group for such Distribution Date;
for any Distribution Date in the second
(2nd) year thereafter, the Senior
Percentage for such Loan Group plus 60% of
the Subordinate Percentage for such
Loan Group for such Distribution Date; for
any Distribution Date in the third
(3rd) year thereafter, the Senior
Percentage for such Loan Group plus 40% of the
Subordinate Percentage for such Loan Group
for such Distribution Date; for any
Distribution Date in the fourth (4th) year
thereafter, the Senior Percentage for
such Loan Group plus 20% of the Subordinate
Percentage for such Loan Group for
such Distribution Date; and for any
Distribution Date in the fifth (5th) or
later years thereafter, the Senior
Percentage for such Loan Group for such
Distribution Date (unless on any of the
foregoing Distribution Dates, the Total
Senior Percentage exceeds the initial Total
Senior Percentage, in which case the
Senior Prepayment Percentage for each Loan
Group for such Distribution Date will
once again equal 100%). Notwithstanding the
foregoing, no decrease in the Senior
Prepayment Percentage for either Loan Group
will occur unless both of the Senior
Step Down Conditions are satisfied.
Senior Principal Distribution Amount: As to any Distribution
Date
and Loan Group, the sum of (i) the Senior
Percentage for such Loan Group of the
applicable Non-PO Percentage of the amounts
described in clauses (i)(a) through
(d) of the definition of "Non-PO Principal
Amount" for such Distribution Date
and Loan Group and (ii) the Senior
Prepayment Percentage for such Loan Group of
(1) the applicable Non-PO Percentage of the
amounts described in clauses (i)(e)
and (f) and (2) the amount described in
clause (ii) of the definition of "Non-PO
Principal Amount" for such Distribution
Date and Loan Group.
Senior Step Down Conditions: As of any Distribution Date and as
to
which any decrease in the Senior Prepayment
Percentage for any Loan Group
applies, (i) the outstanding principal
balance of all Mortgage Loans (including,
for this purpose, any Mortgage Loans in
foreclosure, any REO Property and any
Mortgage Loan for which the Mortgagor has
filed for bankruptcy after the Closing
Date) delinquent 60 days or more (averaged
over the preceding six month period),
as a percentage of the aggregate Class
Certificate Balance of the Subordinate
Certificates, is not equal to or greater
than 50% or (ii) cumulative Realized
Losses with respect to the Mortgage Loans
as of the applicable Distribution Date
do not exceed the percentages of the
Original Subordinate Certificate Balance
set forth below:
Percentage of
Original Subordinate
Distribution Date Occurring
Certificate Balance
------------------------------------- ----------------------
November 2010 through October 2011
30%
November 2011 through October 2012
35%
November 2012 through October 2013
40%
November 2013 through October 2014
45%
November 2014 and thereafter
50%
Servicer: Any of CitiMortgage, GMAC Mortgage Corporation,
National
City Mortgage, PHH, RFC, SunTrust,
Washington Mutual or Wells Fargo Bank, each
in their capacity as a servicer of the
Mortgage Loans, or any successor servicer
appointed as herein provided.
Servicer Custodial Accounts: The separate accounts created and
maintained by each of the Servicers
pursuant to the applicable Servicing
Agreement.
Servicing Advance: With respect to each Servicer, shall have
the
meaning given to the term "Servicing
Advances" in the applicable Servicing
Agreement.
Servicing Agreements: Any of the CitiMortgage Servicing
Agreement,
the GMAC Servicing Agreement, the National
City Mortgage Servicing Agreement,
the PHH Servicing Agreement, the RFC
Servicing Agreement, the SunTrust Servicing
Agreement, the Washington Mutual Servicing
Agreement and the Wells Fargo
Servicing Agreement.
Servicing Fee: With respect to each Servicer, as defined in the
applicable Servicing Agreement.
Servicing Fee Rate: With respect to each Mortgage Loan, as
defined
in the applicable Servicing Agreement.
Servicing File: With respect to each Mortgage Loan, as defined
in
the applicable Servicing Agreement.
Servicing Officer: With respect to each Servicer, as defined in
the
related Servicing Agreement.
Servicing Transfer Costs: All reasonable costs and expenses of
the
Master Servicer or the Trustee, as
applicable, related to any termination of a
Servicer, appointment of a successor
Servicer or the transfer and assumption of
servicing by the Master Servicer or the
Trustee, as applicable, with respect to
any Servicing Agreement (including, without
limitation, (i) all legal costs and
expenses and all due diligence costs and
expenses associated with an evaluation
of the potential termination of the
Servicer as a result of an event of default
by such Servicer and (ii) any costs or
expenses associated with the complete
transfer of all servicing data and the
completion, correction or manipulation of
such servicing data as may be required by
the Master Servicer or the Trustee, as
applicable, to correct any errors or
insufficiencies in the servicing data or
otherwise to enable the Master Servicer or
the Trustee, as applicable, to
service the Mortgage Loans properly and
effectively).
Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In
Shift Percentage
---------------------------------------------
-----------------------
November 2005 through October 2010
0%
November 2010 through October 2011
30%
November 2011 through October 2012
40%
November 2012 through October 2013
60%
November 2013 through October 2014
80%
November 2014 and thereafter
100%
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.
Subordinate Balance
Ratio: As of any date of determination, the
ratio between the principal balances of the
Class 1-LS Interest and Class 2-LS
Interest equal to the ratio between the
Group Subordinate Amounts of Loan
Group 1 and Loan Group 2.
Subordinate
Certificates: The Class B 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 applicable Non-PO Percentage
of the amounts described in clauses (i)(a)
through (d) of the definition of
"Non-PO Principal Amount" for such
Distribution Date and Loan Group and (ii) the
Subordinate Prepayment Percentage for such
Loan Group of the applicable Non-PO
Percentage of the amounts described in
clauses (i)(e)and (f) and (2) the amount
described in clause (ii) of the definition
of "Non-PO Principal Amount" for such
Distribution Date and Loan Group.
Substitute Mortgage Loan: A Mortgage Loan substituted for a
Defective Mortgage Loan which must, on the
date of such substitution (i) have a
Stated Principal Balance, after deduction
of the principal portion of the
Monthly Payment due in the month of
substitution, not in excess of the Stated
Principal Balance of the Defective Mortgage
Loan; (ii) have a Net Mortgage
Interest Rate not less than, and not more
than 2% greater than that of the
Defective Mortgage Loan; (iii) be of the
same type as the Defective Mortgage
Loan, (iv) have a Loan-to-Value Ratio not
higher than that of the Defective
Mortgage Loan, (v) have a credit score not
less than that of the Defective
Mortgage Loan, (vi) have a credit grade not
lower in quality than that of the
Defective Mortgage Loan, (vii) have a
remaining term to maturity not greater
than (and not more than one (1) year less
than) that of the Defective Mortgage
Loan; (viii) have the same lien priority as
the Defective Mortgage Loan; and
(ix) comply with each Mortgage Loan
representation and warranty set forth in the
Mortgage Loan Purchase Agreement, the
Servicing Agreements and this Agreement.
More than one Substitute Mortgage Loan may
be substituted for a Defective
Mortgage Loan if such Substitute Mortgage
Loans meet the foregoing attributes in
the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
SunTrust: SunTrust Mortgage, Inc.
SunTrust Servicing Agreement: Collectively, the Flow Sale and
Servicing Agreement, dated as of February
1, 2004, by and between BANA (as
successor to BAMCC) and SunTrust, as
amended by (i) Amendment No. 1, dated as of
June 1, 2004, and Amendment No. 2, dated as
of November 1, 2004, by and between
BANA and SunTrust, (ii) the Master
Assignment, Assumption and Recognition
Agreement, dated September 1, 2004, by and
between BANA (as successor to BAMCC)
and SunTrust, and (iii) the Assignment,
Assumption and Recognition Agreement,
dated October 28, 2005, among BANA, BAFC,
the Trustee, the Master Servicer and
SunTrust.
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.
Total Senior Percentage: With respect to any Distribution Date,
the
percentage, carried six places rounded up,
obtained by dividing (x) the sum of
the Class Certificate Balance of the Group
1 Senior Certificates and the Group 2
Senior Certificates by (y) the aggregate
Pool Stated Principal Balance (Non-PO
Portion) for all Loan Groups with respect
to such Distribution Date.
Treasury Regulations: The final and temporary regulations
promulgated under the Code by the U.S.
Department of the Treasury.
Trust: The trust created by this Agreement, which shall be named
the
"Banc of America Funding 2005-6 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 three
REMIC elections are to be made, such
entire Trust Estate consisting of: (i) such
Mortgage Loans as from time to time
are subject to this Agreement, together
with the Mortgage Files relating
thereto, and together with all collections
thereon and proceeds thereof, (ii)
any REO Property, together with all
collections thereon and proceeds thereof,
(iii) the Trustee's rights with respect to
the Mortgage Loans under all
insurance policies required to be
maintained pursuant to this Agreement and any
proceeds thereof, (iv) amounts in the
Reserve Account and the right to receive
amounts, if any, payable on behalf of any
Mortgagor from the Buy-Down Account
relating to any Buy-Down Mortgage Loan, (v)
the Depositor's rights under the
Servicing Agreements and the Mortgage Loan
Purchase Agreement (including any
security interest created thereby), (vi)
the Securities Administrator's rights
under the Yield Maintenance Agreement and
(vii) the Servicer Custodial Accounts,
the Master Servicer Custodial Account, the
Certificate Account and the Reserve
Account and such assets that are deposited
therein from time to time and any
investments thereof, together with any and
all income, proceeds and payments
with respect thereto. The Buy-Down Account
shall not be part of the Trust
Estate.
Trustee: Wachovia Bank, National Association, and its
successors-in-interest and, if a successor
trustee is appointed hereunder, such
successor, as trustee.
Uncertificated Lower-Tier Interest: A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Middle-Tier REMIC and is
entitled to monthly distributions as
provided in Section 5.02(a) hereof. Any of
the Class 1-L Interest, Class 1-LS
Interest, Class 1-LPO Interest, Class 1-LIO
Interest, Class 2-L Interest, Class 2-LS
Interest, Class 2-LPO Interest and
Class 2-LIO Interest are Uncertificated
Lower-Tier Interests.
Uncertificated Middle-Tier Interest: A regular interest in the
Middle-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and is
entitled to monthly distributions as
provided in Section 5.02(a) hereof. Any of
the Class 1-A-M1 Interest, Class 1-MIO
Interest, Class 1-MPO Interest, Class
1-A-MUR Interest, Class 2-A-M1 Interest,
Class 2-A-M4 Interest, Class 2-MIO
Interest, Class 2-MPO Interest, Class B-M1
Interest, Class B-M2 Interest, Class
B-M3 Interest, Class B-M4 Interest, Class
B-M5 Interest and Class B-M6 Interest
are Uncertificated Middle-Tier
Interests.
Undercollateralized Amount: As defined in Section 5.02.
Undercollateralized Group: As defined in Section 5.02.
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.
Upper-Tier Certificate Sub-Account: The deemed sub-account of
the
Certificate Account designated by the
Securities Administrator pursuant to
Section 3.09(h).
Upper-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the
Uncertificated Middle-Tier Interests and such
amounts as shall from time to time be
deemed to be held in the Upper-Tier
Certificate Sub-Account.
U.S. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the
case of a partnership, Treasury
Regulations are adopted that provide
otherwise) created or organized in or under
the laws of the United States, any state
thereof or the District of Columbia,
including an entity treated as a
corporation or partnership for federal income
tax purposes, an estate whose income is
subject to United States federal income
tax regardless of its source, or a trust if
a court within the United States is
able to exercise primary supervision over
the administration of such trust, and
one or more such U.S. Persons have the
authority to control all substantial
decisions of such trust (or, to the extent
provided in applicable Treasury
Regulations, certain trusts in existence on
August 20, 1996 which are eligible
to elect to be treated as U.S.
Persons).
Voting Rights: The portion of the voting rights of all of the
Certificates 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 2-A-5 Certificates,
(c) 1% of all Voting Rights shall be
allocated to the Holders of the Class 30-IO
Certificates and (d) 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.
Washington Mutual: Washington Mutual Bank.
Washington Mutual Servicing Agreement: Collectively, the
Mortgage
Loan Purchase and Sale Agreement (Amended
and Restated), dated as of July 1,
2003, by and between Washington Mutual Bank
and BANA, as amended by that
Mortgage Loan Purchase and Sale Agreement
(Amended and Restated), dated as of
July 1, 2003, by and between Washington
Mutual and BANA (as successor in
interest to BAMCC), as amended by (i) the
Master Assignment, Assumption and
Recognition Agreement, dated as of July 1,
2004 (the "Master AAR"), by and
between BANA (as successor in interest to
BAMCC) and Washington Mutual, (ii) the
Servicing Agreement (Amended and Restated),
dated as of July 1, 2003, by and
between BANA (as successor in interest to
BAMCC) and Washington Mutual, as
amended by the Master AAR, and (iii) the
Assignment, Assumption and Recognition
Agreement, dated October 28, 2005, by and
among BANA, the Depositor, the
Trustee, the Master Servicer and Washington
Mutual.
Wells Fargo Bank: Wells Fargo Bank, N.A., in its capacity as
Servicer under the Wells Fargo Servicing
Agreement.
Wells Fargo Servicing Agreement: Collectively, the Mortgage
Loan
Purchase Agreement, dated as of March 1,
2005, by and between BANA and Wells
Fargo Bank, the Master Seller's Warranties
and Servicing Agreement, dated as of
March 1, 2005, by and between BANA and
Wells Fargo Bank, as seller and servicer,
and the Assignment, Assumption and
Recognition Agreement, dated October 28,
2005, by and among BANA, the Depositor, the
Trustee, the Master Servicer and
Wells Fargo Bank.
Yield Maintenance Agreement: The yield maintenance agreement
between
the Securities Administrator, on behalf of
the Trust, and the Counterparty,
which will be primarily for the benefit of
the Class 2-A-4 Certificates,
substantially in the form attached hereto
as Exhibit O. The Yield Maintenance
Agreement shall not be an asset of any
REMIC formed under this Agreement.
Yield Maintenance Amount: For any Distribution Date (other than
the
Distribution Date in November 2005) prior
to and including the Distribution Date
in July 2008, an amount equal to the
product of (a) the notional amount for such
Distribution Date as set forth on the table
in Exhibit O hereto, (b) the excess
of (i) the lesser of 8.800% and LIBOR over
(ii) 4.800% and (c) one-twelfth.
Yield Maintenance Agreement Payment: For any Distribution Date
(other than the Distribution Date in
November 2005) prior to and including the
Distribution Date in July 2008, the amount,
if any, required to be paid by the
Counterparty to the Securities
Administrator under the Yield Maintenance
Agreement.
Yield Maintenance Amount Shortfall: For any Distribution Date,
the
amount, if any, by which the Yield
Maintenance Amount for such Distribution Date
exceeds the sum of the Yield Maintenance
Agreement Payment for such Distribution
Date and any Excess Funds in the Reserve
Account.
Section
1.02 Interest Calculations. All calculations of interest will
be
made on a 360-day year consisting of twelve
(12) 30-day months. 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) and 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. The foregoing sale, transfer,
assignment and set over does not and
is not intended to result in a creation of
an assumption by the Trustee of any
obligation of the Depositor or any other
Person in connection with the Mortgage
Loans or any agreement or instrument
relating thereto, except as specifically
set forth herein. It is agreed and
understood by the parties hereto that it is
not intended that any mortgage loan be
included in the Trust that is a
"High-Cost Home Loan" as defined in any of
(i) the New Jersey Home Ownership Act
effective November 27, 2003, (ii) the New
Mexico Home Loan Protection Act
effective January 1, 2004, (iii) the
Massachusetts Predatory Home Loan Practices
Act effective November 7, 2004 or (iv) the
Indiana Home Loan Practices Act,
effective January 1, 2005.
(b) In connection with such transfer and assignment, the
Depositor
has delivered or caused to be delivered to
the Trustee, or a Custodian on behalf
of the Trustee, for the benefit of the
Certificateholders, the following
documents or instruments with respect to
each Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile
signature
in the following form: "Pay to the order of Wachovia Bank,
National
Association, as trustee for holders of Banc of America Funding
Corporation Mortgage Pass-Through Certificates, Series 2005-6,
without
recourse,"
with all necessary intervening endorsements showing a complete
chain of
endorsement from the originator to the Trustee (each such
endorsement being sufficient to transfer all right, title and
interest of
the party
so endorsing, as noteholder or assignee thereof, in and to that
Mortgage
Note) and, in the case of any Mortgage Loan originated in the
State of
New York documented by a NYCEMA, the NYCEMA, the new Mortgage
Note, if
applicable, the consolidated Mortgage Note and the consolidated
Mortgage;
(ii) except as provided below and other than with respect to
the
Mortgage
Loans purchased by the Seller from Wells Fargo Bank, N.A., 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 2005-6" (which may be included in
a
blanket
assignment or assignments), together with, except as provided
below and
other than with respect to the Mortgage Loans purchased by the
Seller
from Wells Fargo Bank, N.A., originals of all interim recorded
assignments of such mortgage or a copy of such interim
assignment
certified
by the applicable Servicer (which may be part of a blanket
certification) as being a true and complete copy of the original
recorded
intervening assignments of Mortgage (each such assignment, when
duly and
validly
completed, to be in recordable form and sufficient to effect
the
assignment
of and transfer to the assignee thereof, under the Mortgage to
which the
assignment relates); provided that, if the related Mortgage has
not been
returned from the applicable public recording office, such
Assignment
of Mortgage may exclude the information to be provided by the
recording
office; and provided, further, if the related Mortgage has been
recorded
in the name of Mortgage Electronic Registration Systems, Inc.
("MERS")
or its designee, no Assignment of Mortgage in favor of the
Trustee
will be required to be prepared or delivered and instead, the
Master
Servicer shall enforce the obligations of the applicable
Servicer
to take
all actions as are necessary to cause the Trust to be shown as
the
owner of
the related Mortgage Loan on the records of MERS for purposes
of
the system
of recording transfers of beneficial ownership of mortgages
maintained
by MERS;
(iv) the originals of all assumption, modification, consolidation
or
extension
agreements, if any, with evidence of recording thereon, if any;
(v) other than with respect to the Mortgage Loans purchased by
the
Seller
from Wells Fargo Bank, any of (A) the original or duplicate
original
mortgagee title insurance policy and all riders thereto, (B) a
title
search showing no lien (other than standard exceptions) on the
Mortgaged
Property senior to the lien of the Mortgage or (C) an opinion
of
counsel of
the type customarily rendered in the applicable jurisdiction in
lieu of a
title insurance policy;
(vi) the original of any guarantee executed in connection with
the
Mortgage
Note;
(vii) for each Mortgage Loan, if any, which is secured by a
residential long-term lease, a copy of the lease with evidence
of
recording
indicated thereon, or, if the lease is in the process of being
recorded,
a photocopy of the lease, certified by an officer of the
respective
prior owner of such Mortgage Loan or by the applicable title
insurance
company, closing/settlement/escrow agent or company or closing
attorney
to be a true and correct copy of the lease transmitted for
recordation;
(viii) the original of any security agreement, chattel mortgage
or
equivalent
document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Cooperative Stock (other
than
with
respect to any Mortgage Loan secured by Cooperative Stock
purchased
by the
Seller from Wells Fargo Bank, N.A.), the originals of the
following
documents
or instruments:
(A) The Cooperative Stock Certificate;
(B) The stock power executed in blank;
(C) The executed Cooperative Lease;
(D) The executed Recognition Agreement;
(E) The executed assignment of Recognition Agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate
UCC financing statements required by state law, evidencing a
complete and unbroken line from the mortgagee to the Trustee
with
evidence of recording thereon (or in a form suitable for
recordation).
provided, however, that on the Closing
Date, with respect to item (iii), if an
Assignment of Mortgage is required to be
recorded as set forth below, the
Depositor has delivered to the Trustee or a
Custodian on behalf of the Trustee,
as the case may be, a copy of such
Assignment of Mortgage in blank rather than
in the name of the Trustee and has caused
the applicable Servicer to retain the
completed Assignment of Mortgage for
recording as described below, unless such
Mortgage has been recorded in the name of
MERS or its designee. In addition, if
the Depositor is unable to deliver or cause
the delivery of any original
Mortgage Note due to the loss of such
original Mortgage Note, the Depositor may
deliver a copy of such Mortgage Note,
together with a lost note affidavit, and
shall thereby be deemed to have satisfied
the document delivery requirements of
this Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim
recorded assignments, (C) all
assumption, modification, consolidation or
extension agreements, if any, or (D)
the lender's title policy, if any,
(together with all riders thereto), if
applicable, satisfying the requirements of
clause (ii), (iii), (iv) or (v)
above, respectively, concurrently with the
execution and delivery hereof because
such document or documents have not been
returned from the applicable public
recording office in the case of clause
(ii), (iii) or (iv) above, or because the
title policy, if applicable, has not been
delivered to any of the related
Servicer, the Seller or the Depositor, as
applicable, by the applicable title
insurer, if any, in the case of clause (v)
above, the Depositor shall promptly
deliver or cause to be delivered to the
Trustee or a Custodian on behalf of the
Trustee, as the case may be, in the case of
clause (ii), (iii) or (iv) above,
such Mortgage, such interim assignment or
such assumption, modification,
consolidation or extension agreement, as
the case may be, with evidence of
recording indicated thereon upon receipt
thereof from the public recording
office, but in no event shall any such
delivery of any such documents or
instruments be made later than one (1) year
following the Closing Date, unless,
in the case of clause (ii), (iii) or (iv)
above, there has been a continuing
delay at the applicable recording office
or, in the case of clause (v), there
has been a continuing delay at the
applicable insurer and the Depositor has
delivered an Officer's Certificate to such
effect to the Trustee. The Depositor
shall forward or cause to be forwarded to
the Trustee or a Custodian, on behalf
of the Trustee, as the case may be, (1)
from time to time additional original
documents evidencing an assumption or
modification of a Mortgage Loan and (2)
any other documents required to be
delivered by the Depositor, or the applicable
Servicer to the Trustee or a Custodian on
the Trustee's behalf, as the case may
be. In the event that the original Mortgage
is not delivered and in connection
with the payment in full of the related
Mortgage Loan the public recording
office requires the presentation of a "lost
instruments affidavit and indemnity"
or any equivalent document, because only a
copy of the Mortgage can be delivered
with the instrument of satisfaction or
reconveyance, the Depositor shall
prepare, execute and deliver or cause to be
prepared, executed and delivered, on
behalf of the Trust, such a document to the
public recording office.
Upon discovery by the Depositor or notice from Wells Fargo Bank,
the
Master Servicer, the Securities
Administrator or Trustee that a Document
Transfer Event has occurred, the Depositor
shall, with respect to Mortgage Loans
purchased by the Seller from Wells Fargo
Bank, deliver or cause to be delivered
to the Trustee or a Custodian, on behalf of
the Trustee, within 60 days copies
(which may be in electronic form mutually
agreed upon by the Depositor and the
Trustee) of the following additional
documents or instruments to the Mortgage
File with respect to each such Mortgage
Loan; provided, however, that originals
of such documents or instruments shall be
delivered to the Trustee or a
Custodian, as applicable, if originals are
required under the law in which the
related Mortgaged Property is located in
order to exercise all remedies
available to the Trust under applicable law
following default by the related
Mortgagor:
(1) other than if the related Mortgage has been recorded in the
name
of MERS or its designee, originals of all
interim recorded assignments of such
mortgage or a copy of such interim
assignments certified by Wells Fargo Bank
(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);
(2) the original or a certified copy of the lender's title
insurance
policy;
(3) the original Mortgage with evidence of recording thereon,
and
the original recorded power of attorney, if
the Mortgage was executed pursuant
to a power of attorney, with evidence of
recording thereon or, if such Mortgage
or power of attorney has been submitted for
recording but has not been returned
from the applicable public recording
office, has been lost or is not otherwise
available, a copy of such Mortgage or power
of attorney, as the case may be,
certified to be a true and complete copy of
the original submitted for
recording; and
(4) for each Mortgage Loan secured by Cooperative Stock, the
originals of the following documents or
instruments:
(A) The Cooperative Stock Certificate;
(B) The stock power executed in blank;
(C) The executed Cooperative Lease;
(D) The executed Recognition Agreement;
(E) The executed assignment of Recognition Agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate
UCC financing statements required by state law, evidencing a
complete and unbroken line from the mortgagee to the Trustee
with
evidence of recording thereon (or in a form suitable for
recordation).
With respect to each Mortgage Loan, as promptly as practicable
subsequent to such transfer and assignment,
the Master Servicer shall (except
for any Mortgage which has been recorded in
the name of MERS or its designee)
enforce the obligations of the related
Servicer pursuant to the related
Servicing Agreement to (I) cause each
Assignment of Mortgage to be in proper
form for recording in the appropriate
public office for real property records
within the time period required in the
applicable Servicing Agreement and (II)
at the Depositor's expense, cause to be
delivered for recording in the
appropriate public office for real property
records the Assignments of the
Mortgages to the Trustee, except that, with
respect to any Assignment of a
Mortgage as to which the related Servicer
has not received the information
required to prepare such assignment in
recordable form, such Servicer's
obligation to do so and to deliver the same
for such recording shall be as soon
as practicable after receipt of such
information and in accordance with the
applicable Servicing Agreement.
No recording of an Assignment of Mortgage will be required in a
state if either (i) the Depositor furnishes
to the Trustee and the Securities
Administrator an unqualified Opinion of
Counsel reasonably acceptable to the
Trustee and the Securities Administrator to
the effect that recordation of such
assignment is not necessary under
applicable state law to preserve the Trustee's
interest in the related Mortgage Loan
against the claim of any subsequent
transferee of such Mortgage Loan or any
successor to, or creditor of, the
Depositor or the originator of such
Mortgage Loan or (ii) the recordation of an
Assignment of Mortgage in such state is not
required by either Rating Agency in
order to obtain the initial ratings on the
Certificates on the Closing Date.
Exhibit J attached hereto sets forth the
list of all states where recordation is
required by any Rating Agency to obtain the
initial ratings of the Certificates.
The Securities Administrator and the
Trustee may rely and shall be protected in
relying upon the information contained in
such Exhibit J.
In the case of Mortgage Loans that have been prepaid in full as
of
the Closing Date, the Depositor, in lieu of
delivering the above documents to
the Trustee, or a Custodian on the
Trustee's behalf, will cause the applicable
Servicer to remit to the Master Servicer
for deposit in the Master Servicer
Custodial Account the portion of such
payment that is required to be deposited
in the such account pursuant to Section
3.09.
Section
2.02 Acceptance by the Trustee or Custodian of the Mortgage
Loans.
Subject to the provisions of the following
paragraph, the Trustee declares that
it, or a Custodian as its agent, will hold
the documents referred to in Section
2.01 and the other documents delivered to
it or a Custodian as its agent, as the
case may be, constituting the Mortgage
Files, and that it will hold such other
assets as are included in the Trust Estate
delivered to it, in trust for the
exclusive use and benefit of all present
and future Certificateholders. Upon
execution and delivery of this document,
the Trustee shall deliver or cause a
Custodian to deliver to the Depositor and
the Master Servicer a certification in
the form attached hereto as Exhibit K (the
"Initial Certification") to the
effect that, except as may be specified in
a list of exceptions attached
thereto, such Person has received the
original Mortgage Note relating to each of
the Mortgage Loans listed on the Mortgage
Loan Schedule.
Within 90 days after the execution and delivery of this
Agreement,
the Trustee shall review, or cause a
Custodian, on behalf of the Trustee, to
review, the Mortgage Files in such Person's
possession, and shall deliver to the
Depositor and the Master Servicer a
certification in the form attached hereto as
Exhibit L (the "Final Certification") to
the effect that, as to each Mortgage
Loan listed in the Mortgage Loan Schedule,
except as may be specified in a list
of exceptions attached to such Final
Certification, such Mortgage File contains
all of the items required to be delivered
pursuant to Section 2.01(b). In
performing any such review, the Trustee or
a Custodian, as the case may be, may
conclusively rely on the purported
genuineness of any such document and any
signature thereon.
If, in the course of such review, the Trustee or a Custodian
finds
any document constituting a part of a
Mortgage File which does not meet the
requirements of Section 2.01 or is omitted
from such Mortgage File or if the
Depositor, the Master Servicer, the
Trustee, a Custodian 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) other than
in the case of RFC, PHH and Washington
Mutual, 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.
Notwithstanding any contrary provision of this Agreement, no
substitution pursuant to this Section 2.02
shall be made more than 90 days after
the Closing Date unless the Depositor
delivers to the Securities Administrator
an Opinion of Counsel, which Opinion of
Counsel shall not be at the expense of
either the Trustee, the Securities
Administrator or the Trust Estate, addressed
to the Trustee and the Securities
Administrator, to the effect that such
substitution will not (i) result in the
imposition of the tax on "prohibited
transactions" on any REMIC created
hereunder or contributions after the Start-up
Day, as defined in Sections 860F(a)(2) and
860G(d) of the Code, respectively or
(ii) cause any REMIC created hereunder to
fail to qualify as a REMIC at any time
that any Certificates are outstanding.
It is understood that the scope of the Trustee's review (or a
Custodian's review on its behalf) of the
Mortgage Files is limited solely to
confirming that the documents listed in
Section 2.01 have been received and
further confirming that any and all
documents delivered pursuant to Section 2.01
appear on their face to have been executed
and relate to the applicable Mortgage
Loans identified in the related Mortgage
Loan Schedule based solely upon the
review of items (i) and (xi) in the
definition of Mortgage Loan Schedule.
Neither the Trustee nor any Custodian shall
have any responsibility for
determining whether any document is valid
and binding, whether the text of any
assignment or endorsement is in proper or
recordable form, whether any document
has been recorded in accordance with the
requirements of any applicable
jurisdiction, or whether a blanket
assignment is permitted in any applicable
jurisdiction.
In the event of a discovery of a breach of any representation
or
warranty of a related 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
with respect to a Mortgage Loan set
forth in clauses (k) or (o) of paragraph 3
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) or (o)
of paragraph 3 of the Mortgage Loan
Purchase Agreement, only to the extent the
applicable Servicer does not so reimburse
the Trust. It is understood and agreed
that, except for any indemnification
provided in the Servicing Agreements and
the payment of any Reimbursement Amount,
the obligation of a Servicer or the
Seller to cure or to repurchase (or, other
than in the case of RFC, PHH and
Washington Mutual, to substitute for) any
Mortgage Loan as to which a document
is missing, a material defect in a
constituent document exists or as to which
such a breach has occurred and is
continuing shall constitute the sole remedy
against a Servicer or the Seller in respect
of such omission, defect or breach
available to the Trustee on behalf of the
Certificateholders.
With respect to the representations and warranties relating to
the
Mortgage Loans set forth in the Mortgage
Loan Purchase Agreement that are made
to the best of the 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 at the time
the representation or warranty was
made, such inaccuracy shall be deemed a
breach of the applicable representation
or warranty.
It is understood and agreed that the representations and
warranties
relating to the Mortgage Loans set forth in
the Mortgage Loan Purchase Agreement
shall survive delivery of the Mortgage
Files to the Trustee or a Custodian on
the Trustee's behalf and shall inure to the
benefit of the Certificateholders
notwithstanding any restrictive or
qualified endorsement or assignment. It is
understood and agreed that the obligations
of the Seller set forth in this
Section 2.02 to cure, substitute for or
repurchase a Mortgage Loan pursuant to
the Mortgage Loan Purchase Agreement
constitute the sole remedies available to
the Certificateholders and to the Trustee
on their behalf respecting a breach of
the representations and warranties
contained in the Mortgage Loan Purchase
Agreement.
The representations and warranties of each Servicer with respect
to
the applicable Mortgage Loans in the
related Servicing Agreement, which have
been assigned to the Trustee hereunder,
were made as of the date specified in
such Servicing Agreement. To the extent
that any fact, condition or event with
respect to a Mortgage Loan constitutes a
breach of both (i) a representation or
warranty of a Servicer under the related
Servicing Agreement and (ii) a
representation or warranty of the 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 (or a Custodian on
behalf of 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
or a Servicer (other than RFC, PHH and
Washington Mutual) has substituted a
Substitute Mortgage Loan.
The Master Servicer shall amend the Mortgage Loan Schedule for
the
benefit of the Certificateholders to
reflect the removal of each Mortgage Loan
that has become a Defective Mortgage Loan
and the substitution of the Substitute
Mortgage Loan or Loans and the Master
Servicer shall deliver the amended
Mortgage Loan Schedule to the Securities
Administrator, the Trustee and any
Custodian. Upon such substitution of a
Mortgage Loan by the Seller or a Servicer
(other than RFC, PHH and Washington
Mutual), each Substitute Mortgage Loan shall
be subject to the terms of this Agreement
in all respects, 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 and the
applicable Servicer shall be deemed to have
made to the Trustee with respect to
such Substitute Mortgage Loan, as of the
date of substitution, the mortgage loan
representations and warranties made
pursuant to the applicable Servicing
Agreement. Upon any such substitution and
the deposit to the Master Servicer
Custodial Account of any required
Substitution Adjustment Amount (as described
in the next paragraph) and receipt by the
Trustee of a Request for Release, the
Trustee shall release, or shall direct a
Custodian to release, the Mortgage File
relating to such Defective Mortgage Loan to
applicable Person and shall execute
and deliver at such Person's direction such
instruments of transfer or
assignment prepared by such Person, without
recourse, as shall be necessary to
vest title in such Person or its designee
to the Trustee's interest in any
Defective Mortgage Loan substituted for
pursuant to this Section 2.02.
For any month in which Seller or a Servicer (other than RFC, PHH
and
Washington Mutual) substitutes one or more
Substitute Mortgage Loans for one or
more Defective Mortgage Loans, the amount
(if any) by which the aggregate
principal balance of all such Substitute
Mortgage Loans substituted by such
Person 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
substituted by such Person (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 by such Person to the Master
Servicer for deposit to the Master
Servicer Custodial Account on or before the
18th day of the month succeeding the
calendar month during which the related
Mortgage Loan is required to be
purchased or replaced hereunder.
The Trustee shall retain or shall cause a Custodian to retain,
as
applicable, possession and custody of each
Mortgage File in accordance with and
subject to the terms and conditions set
forth herein. The Master Servicer shall
cause to be promptly delivered to the
Trustee or a Custodian on behalf of the
Trustee, as the case may be, upon the
execution or, in the case of documents
requiring recording, receipt thereof, the
originals of such other documents or
instruments constituting the Mortgage File
as come into the Master Servicer's
possession from time to time.
The Trustee or a Custodian, on behalf of the Trustee, shall be
under
no duty or obligation (i) to inspect,
review or examine any such documents,
instruments, certificates or other papers
to determine that they are genuine,
enforceable, or appropriate for the
represented purpose or that they are other
than what they purport to be on their face
or (ii) to determine whether any
Mortgage File should include any of the
documents specified in Section
2.01(b)(iv), (vi), (vii), (viii) and (ix).
In connection with making the
certifications required hereunder, to the
extent a title search or opinion of
counsel has been provided in lieu of a
title policy for any Mortgage Loan, the
Trustee or a Custodian on its behalf, as
applicable, shall only be responsible
for confirming that a title search or
opinion of counsel has been provided for
such Mortgage Loan.
The Securities Administrator is hereby directed to execute and
deliver, on behalf of the Trust, the Yield
Maintenance Agreement.
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 and is licensed, qualified and in good
standing
in each of the states where a Mortgaged Property securing a
Mortgage
Loan is located if the laws of such state require licensing or
qualification in order to conduct business of the type conducted by
the
Master
Servicer. The Master Servicer has power and authority to
execute
and
deliver this Agreement and to perform in accordance herewith;
the
execution,
delivery and performance of this Agreement (including all
instruments of transfer to be delivered pursuant to this Agreement)
by the
Master
Servicer and the consummation of the transactions contemplated
hereby
have been duly and validly authorized. This Agreement, assuming
due
authorization, execution and delivery by the other parties
hereto,
evidences
the valid, binding and enforceable obligation of the Master
Servicer,
subject to applicable law except as enforceability may be
limited by
(A) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or
other similar laws affecting the enforcement
of the
rights of creditors and (B) general principles of equity,
whether
enforcement is sought in a proceeding in equity or at law. All
requisite
corporate
action has been taken by the Master Servicer to make this
Agreement
valid and binding upon the Master Servicer in accordance with
its
terms.
(ii) No consent, approval, authorization or order is required
for
the
transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory
authority
having
jurisdiction over the Master Servicer is required or, if
required,
such
consent, approval, authorization or order has been or will, prior
to
the
Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement
are in the ordinary course of business of the Master Servicer
and will
not result in the breach of any term or provision of the
charter
or by-laws
of the Master Servicer or result in the breach of any term or
provision
of, or conflict with or constitute a default under or result in
the
acceleration of any obligation under, any agreement, indenture or
loan
or credit
agreement or other instrument to which the Master Servicer or
its
property is subject, or result in the violation of any law,
rule,
regulation, order, judgment or decree to which the Master Servicer
or its
property is
subject.
(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. 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 any 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 or the related
Custodian and shall inure to the benefit of
the Trustee, notwithstanding any
restrictive or qualified endorsement or
assignment.
Upon
discovery by any of the Depositor, the 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, Class
80-IO and Class 30-PO Certificates), the
Components and the Classes of
Subordinate 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 Uncertificated
Middle-Tier Interests as classes of
"regular interests" and the Class MR
Interest as the single class of "residual
interest" in the Middle-Tier REMIC and (ii)
the Uncertificated Lower-Tier
Interests as classes of "regular interests"
and the Class LR Interest as the
single class of "residual interest" in the
Lower-Tier REMIC for the purposes of
Code Sections 860G(a)(1) and 860G(a)(2),
respectively.
Section
2.06 Designation of Start-up Day. The Closing Date is hereby
designated as the "start-up day" of each of
the Upper-Tier REMIC, the
Middle-Tier REMIC and Lower-Tier REMIC
within the meaning of Section 860G(a)(9)
of the Code.
Section
2.07 REMIC Certificate Maturity Date. Solely for purposes of
satisfying Section 1.860G-1(a)(4)(iii) of
the Treasury Regulations, the "latest
possible maturity date" of the regular
interests in the Upper-Tier REMIC, the
Middle-Tier REMIC and the Lower-Tier REMIC
is November 25, 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, Uncertificated
Lower-Tier Interests and 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 Middle-Tier
Interests and the Uncertificated Lower-Tier
Interests, 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
(except, in the case of the termination
of Wells Fargo Bank as a Servicer under the
Wells Fargo Servicing Agreement, the
Trustee shall, subject to the preceding
paragraph, terminate the rights and
obligations of Wells Fargo Bank thereunder
and either act as successor Servicer
of the related Mortgage Loans under the
Wells Fargo Servicing Agreement or
appoint a successor Servicer of the related
Mortgage Loans under the Wells Fargo
Servicing Agreement) or cause the Trustee
to enter in to a new Servicing
Agreement with a successor Servicer
selected by the Master Servicer (except, in
the case of the Wells Fargo Servicing
Agreement, the Trustee shall select the
successor Servicer); provided, however, it
is understood and acknowledged by the
parties hereto that there will be a period
of transition (not to exceed 90 days)
before the actual servicing functions can
be fully transferred to such successor
Servicer. Such enforcement, including,
without limitation, the legal prosecution
of claims, termination of Servicing
Agreements and the pursuit of other
appropriate remedies, shall be in such form
and carried out to such an extent
and at such time as the Master Servicer, in
its good faith business judgment,
would require were it the owner of the
related Mortgage Loans. The Master
Servicer 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 (except in
the case of the termination of Wells Fargo
Bank as a Servicer) or the Trustee,
as applicable, shall be entitled to
reimbursement of such costs and expenses
from the Master Servicer Custodial Account;
provided that if such Servicing
Transfer Costs are ultimately reimbursed by
the terminated Servicer, then the
Master Servicer or the Trustee, as
applicable, shall remit such amounts that are
reimbursed by the terminated Servicer to
the Master Servicer Custodial Account.
(d) The Master Servicer shall require each Servicer to comply
with
the remittance requirements and other
obligations set forth in the related
Servicing Agreement.
(e) If the Master Servicer acts as Servicer, it will not assume
liability for the representations and
warranties of the Servicer, if any, that
it replaces.
Section
3.03 Fidelity Bond; Errors and Omissions Insurance. The Master
Servicer shall maintain, at its own
expense, a blanket fidelity bond and an
errors and omissions insurance policy, with
broad coverage on all officers,
employees or other persons involved in the
performance of its obligations as
Master Servicer hereunder. These policies
must insure the Master Servicer
against losses resulting from dishonest or
fraudulent acts committed by the
Master Servicer's personnel, any employees
of outside firms that provide data
processing services for the Master
Servicer, and temporary contract employees or
student interns. No provision of this
Section 3.03 requiring such fidelity bond
and errors and omissions insurance shall
diminish or relieve the Master Servicer
from its duties and obligations as set
forth in this Agreement. The minimum
coverage under any such bond and insurance
policy shall be at least equal to the
corresponding amounts required by Fannie
Mae in the Fannie Mae Servicing Guide
or by Freddie Mac in the Freddie Mac
Sellers' & Servicers' Guide, as amended or
restated from time to time, or in an amount
as may be permitted to the Master
Servicer by express waiver of Fannie Mae or
Freddie Mac. In the event that any
such policy or bond ceases to be in effect,
the Master Servicer shall obtain a
comparable replacement policy or bond from
an insurer or issuer, meeting the
requirements set forth above as of the date
of such replacement.
Section
3.04 Access to Certain Documentation. The Master Servicer shall
provide, and the Master Servicer shall
cause each Servicer to provide in
accordance with the related Servicing
Agreement, to the OCC, the OTS, the FDIC
and to comparable regulatory authorities
supervising Holders of Certificates and
the examiners and supervisory agents of the
OCC, the OTS, the FDIC and such
other authorities, access to the
documentation required by applicable
regulations of the OCC, the OTS, the FDIC
and such other authorities with
respect to the Mortgage Loans. Such access
shall be afforded without charge, but
only upon reasonable and prior written
request and during normal business hours
at the offices designated by the Master
Servicer and the related Servicer. In
fulfilling such request for access, the
Master Servicer shall not be responsible
to determine the sufficiency of any
information provided by such Servicer.
Nothing in this Section 3.04 shall limit
the obligation of the Master Servicer
and the related Servicer to observe any
applicable law and the failure of the
Master Servicer or the related Servicer to
provide access as provided in this
Section 3.04 as a result of such obligation
shall not constitute a breach of
this Section 3.04.
Section
3.05 Maintenance of Primary Mortgage Insurance Policy; Claims.
(a)
The Master Servicer shall not take, or
permit any Servicer (to the extent such
action is prohibited under the applicable
Servicing Agreement) to take, any
action that would result in noncoverage
under any applicable Primary Mortgage
Insurance Policy of any loss which, but for
the actions of the Master Servicer
or such Servicer, would have been covered
thereunder. The Master Servicer shall
use its best reasonable efforts to cause
each Servicer (to the 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 or the
Depositor shall not be obligated to
supervise the performance of the Master
Servicer hereunder or otherwise.
Section
3.07 Trustee to Act as Master Servicer. 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.
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. The
Master
Servicer shall enforce the obligation of
each Servicer to establish and maintain
a Servicer Custodial Account in accordance
with the applicable Servicing
Agreement, with records to be kept with
respect thereto on a loan by loan basis,
into which accounts shall be deposited
within 48 hours (or as of such other time
specified in the related Servicing
Agreement) of receipt all collections of
principal and interest on any Mortgage Loan
and all collections with respect to
any REO Property received by a Servicer,
including Principal Prepayments,
Insurance Proceeds, Liquidation Proceeds,
Recoveries and Advances made from the
Servicer's own funds (less servicing
compensation as permitted by the applicable
Servicing Agreement in the case of any
Servicer) and all other amounts to be
deposited in the Servicer Custodial
Account. The Master Servicer is hereby
authorized to make withdrawals from and
deposits to the related Servicer
Custodial Account for purposes required or
permitted by this Agreement.
The Master Servicer shall also enforce the obligation of each
Servicer to establish and maintain a
Buy-Down Account in accordance with the
applicable Servicing Agreement, with
records to be kept with respect thereto on
a Mortgage Loan by Mortgage Loan basis,
into which accounts any Buy-Down Funds
shall be deposited within 48 hours (or as
of such other time specified in the
related Servicing Agreement) of receipt
thereof. The Master Servicer is hereby
authorized to make withdrawals from and
deposits to the related Buy-Down Account
for purposes required or permitted by this
Agreement. In addition, the Master
Servicer shall enforce the obligation of
each Servicer to withdraw from the
Buy-Down Account and deposit in immediately
available funds in the Servicer
Custodial Account an amount which, when
added to such Mortgagor's payment, will
equal the full monthly payment due under
the related Mortgage Note.
To the extent required by the related Servicing Agreement and by
the
related Mortgage Note and not violative of
current law, the Master Servicer
shall enforce the obligation of each
Servicer to establish and maintain one or
more escrow accounts (for each Servicer,
collectively, the "Escrow Account") and
deposit and retain therein all collections
from the Mortgagors (or Advances by
such Servicer) for the payment of taxes,
assessments, hazard insurance premiums
or comparable items for the account of the
Mortgagors. Nothing herein shall
require the Master Servicer to compel a
Servicer to establish an Escrow Account
in violation of applicable law.
Section
3.09 Collection of Mortgage Loan Payments; Master Servicer
Custodial Account; Certificate Account and
Reserve Account. (a) Continuously
from the date hereof until the principal
and interest on all Mortgage Loans are
paid in full, the Master Servicer shall
enforce the obligations of the Servicers
to collect all payments due under the terms
and provisions of the Mortgage Loans
when the same shall become due and payable
to the extent such procedures shall
be consistent with the applicable Servicing
Agreement.
(b) The Securities Administrator shall establish and maintain
the
Certificate Account, which shall be deemed
to consist of four sub-accounts and
into which the Master Servicer will deposit
on or prior to 11:00 a.m. New York
time, on each Distribution Date (or, if the
Securities Administrator is no
longer the same Person as, or an Affiliate
of, the Master Servicer, the Business
Day preceding each Distribution Date) all
amounts on deposit in the Master
Servicer Custodial Account for distribution
to Certificateholders.
(c) The Master Servicer shall establish and maintain the Master
Servicer Custodial Account, which shall be
an Eligible Account and which may be
deemed to be a sub-account of the
Certificate Account for so long as the Master
Servicer and the Securities Administrator
are the same Person. The Master
Servicer shall, promptly upon receipt,
deposit in the Master Servicer Custodial
Account and retain therein any amounts
which are required to be deposited in the
Master Servicer Custodial Account by the
Master Servicer.
(d) On a daily basis within one (1) Business Day of receipt
(except
as otherwise specifically provided herein),
the Master Servicer shall deposit or
cause to be deposited 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,
net
of the
related Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds,
other
than
Insurance Proceeds to be (1) applied to the restoration or repair
of
the
Mortgaged Property, (2) released to the Mortgagor in accordance
with
Customary
Servicing Procedures or (3) required to be deposited to an
Escrow
Account pursuant to Section 3.08 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;
(ix) any Buy-Down Funds required to be deposited pursuant to
Section
3.08;
and
(x) any other amounts required to be deposited hereunder.
If the Master Servicer shall deposit any amount not required to
be
deposited, it may at any time withdraw such
amount from the Master Servicer
Custodial Account, any provision herein to
the contrary notwithstanding. All
funds required to be deposited in the
Master Servicer Custodial Account shall be
held by the Master Servicer in trust for
the Certificateholders until disbursed
in accordance with this Agreement or
withdrawn in accordance with Section 3.11.
(e) Each institution at which the Master Servicer Custodial
Account
is maintained shall invest the funds
therein as directed in writing by the
Master Servicer in Permitted Investments,
which shall mature not later than the
Business Day next preceding the
Distribution Date (except that if such Permitted
Investment is an obligation of the
institution that maintains such account, then
such Permitted Investment shall mature not
later than such Distribution Date)
and, in each case, shall not be sold or
disposed of prior to its maturity. All
such Permitted Investments shall be made in
the name of the Trustee, for the
benefit of the Certificateholders. All
Master Servicer Custodial Account
Reinvestment Income shall be for the
benefit of the Master Servicer as part of
its master servicing compensation and shall
be remitted to the Master Servicer
monthly as provided herein. The amount of
any losses realized in the Master
Servicer Custodial Account incurred in any
such account in respect of any such
investments shall promptly be deposited by
the Master Servicer from its own
funds in the Master Servicer Custodial
Account.
(f) Each institution at which the Certificate Account is
maintained
shall invest the funds therein if directed
in writing by the Securities
Administrator in Permitted Investments that
are obligations of the institution
that maintains the Certificate Account,
which shall mature on the Distribution
Date and shall not be sold or disposed of
prior to its maturity. All such
Permitted Investments shall be made in the
name of the Trustee, for the benefit
of the Certificateholders. All income and
gains net of any losses realized since
the preceding Distribution Date from
Permitted Investments of funds in the
Certificate Account shall be for the
benefit of the Securities Administrator as
its compensation and the amount of any
losses realized in the Certificate
Account in respect of any such Permitted
Investments shall promptly be deposited
by the Securities Administrator from its
own funds in the Certificate Account.
(g) The Master Servicer shall give notice to the Depositor, the
Trustee, the Securities Administrator and
the Rating Agencies of any proposed
change of location of the Master Servicer
Custodial Account not later than 30
days after and not more that 45 days prior
to any change thereof. The Securities
Administrator shall give notice to the
Depositor, the Trustee, the Master
Servicer and the Rating Agencies of any
proposed change of the location of the
Certificate Account maintained by the
Securities Administrator not later than 30
days after and not more than 45 days prior
to any change thereof. The creation
of the Master Servicer Custodial Account
and the Certificate Account shall be
evidenced by a certification substantially
in the form attached hereto as
Exhibit F.
(h) The Securities Administrator shall designate each of the
Middle-Tier Certificate Sub-Account and the
Upper-Tier Certificate Sub-Account
as a sub-account of the Certificate
Account. On each Distribution Date (other
than the Final Distribution Date, if such
Final Distribution Date is in
connection with a purchase of the assets of
the Trust Estate by the Depositor),
the Securities Administrator shall, from
funds available on deposit in the
Certificate Account, be deemed to deposit
into the Middle-Tier Certificate
Sub-Account, the Lower-Tier Distribution
Amount. The Securities Administrator
shall then immediately, from funds
available in the Middle-Tier Certificate
Sub-Account, be deemed to deposit into the
Upper-Tier Certificate Sub-Account,
the Middle-Tier Distribution Amount.
(i) (i) The Securities Administrator shall establish and
maintain
the Reserve Account, held in trust for the
benefit of the Holders of the Class
2-A-4 Certificates and Banc of America
Securities LLC. The Securities
Administrator shall deposit in the Reserve
Account on the date received by it,
any Yield Maintenance Agreement Payment
received from the Counterparty for the
related Distribution Date. Funds on deposit
in the Reserve Account shall remain
uninvested. On each Distribution Date, the
Securities Administrator shall
withdraw from the Reserve Account any Yield
Maintenance Agreement Payment
received in respect of such Distribution
Date and any Excess Funds in the
Reserve Account and shall distribute such
amounts to the Class 2-A-4
Certificates in an amount up to the sum of
the Yield Maintenance Amount for such
Distribution Date and any applicable Yield
Maintenance Amount Shortfalls for
prior Distribution Dates. Any amounts
remaining in the Class 2-A-4 Reserve
Account on the date on which the Class
Certificate Balance of the Class 2-A-4
Certificates is reduced to zero (after
payment of the Yield Maintenance Amount
for such date and the amount of any Yield
Maintenance Amount Shortfalls from
previous Distribution Dates not yet paid)
shall be distributed by the Securities
Administrator to Banc of America Securities
LLC.
(ii) The Securities Administrator shall account for the Reserve
Account
and the Yield Maintenance Agreement and the rights with respect
thereto as
assets of the Grantor Trust and not as assets of any REMIC
created
pursuant to this Agreement. The beneficial owner of the Yield
Maintenance Agreement and the Reserve Account is Banc of
America
Securities
LLC.
(iii) Any amounts in the Reserve Account paid by the Securities
Administrator pursuant to this Section 3.09(i) to the Class
2-A-4
Certificates shall be accounted for by the Securities Administrator
as
amounts
paid to the Class 2-A-4 Certificates from the Grantor Trust. In
addition,
the Securities Administrator shall account for the right of the
Class
2-A-4 Certificates to receive amounts from the Reserve Account as
a
right in a
limited recourse interest rate cap contract written by Banc of
America
Securities LLC in favor of the Class 2-A-4 Certificates.
(iv) For federal tax return and information reporting purposes,
the
right of
the Holders of the Class 2-A-4 Certificates to receive payments
under the
Yield Maintenance Agreement shall be assigned a value of zero
as
of the
Closing Date.
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 Certificate Account and the
Master Servicer Custodial Account. (a) The
Securities Administrator shall
withdraw funds from the Certificate Account
for distributions to
Certificateholders in the manner specified
in this Agreement. In addition, the
Master Servicer may from time to time make
withdrawals from the Master Servicer
Custodial Account for the following
purposes:
(i) to pay to the Servicers (to the extent not previously
retained
by them), the Servicing Fee to which they
are entitled pursuant to the Servicing
Agreements and to pay itself any Master
Servicer Custodial Account Reinvestment
Income;
(ii) to pay to the Securities Administrator and the Trustee any
amounts
due to the Securities Administrator and the Trustee under this
Agreement
(including, but not limited to, all amounts provided for under
Section
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 the related Loan Group in respect of which any such Advance
was made
and then limited to amounts received on all the Mortgage Loans
serviced
by such Servicer (or, if applicable, the Master Servicer or the
Trustee) in
respect of which any such Advance was made;
(iv) to reimburse the Servicers (or, if applicable, itself or
the
Trustee)
for any Nonrecoverable Advance previously made, such right of
reimbursement pursuant to this clause (iv) being limited first to
amounts
received
on the Mortgage Loans in 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
(of, if applicable, the Master Servicer or the Trustee);
(v) to reimburse the Servicers for Insured Expenses from the
related
Insurance
Proceeds;
(vi) to pay to the purchaser, with respect to each Mortgage Loan
or
REO
Property that has been purchased pursuant to Section 2.02 or 2.04,
all
amounts
received thereon after the date of such purchase;
(vii) to reimburse itself or the Depositor for expenses incurred
by
either of
them and reimbursable pursuant to this Agreement, including but
not
limited to, Section 3.02 and Section 7.03;
(viii) to withdraw any amount deposited in the Master Servicer
Custodial
Account and not required to be deposited therein; and
(ix) to clear and terminate the Master Servicer Custodial
Account
upon
termination of this Agreement pursuant to Section 10.01.
If the Master Servicer shall remit to the
Securities Administrator any amount
not required to be remitted, it may at any
time direct the Securities
Administrator to withdraw such amount from
the Certificate Account, any
provision herein to the contrary
notwithstanding. Such direction may be
accomplished by delivering an Officer's
Certificate to the Securities
Administrator which describes the amounts
remitted in error to the Securities
Administrator for deposit to the
Certificate Account.
(b) On each Distribution Date, funds on deposit in the
Certificate
Account and deemed to be on deposit in the
Upper-Tier Certificate Sub-Account
shall be used to make payments on the
Regular Certificates and the Class 1-A-R
Certificate (in respect of the Class UR
Interest) as provided in Sections 5.01
and 5.02. The Certificate Account shall be
cleared and terminated upon
termination of this Agreement pursuant to
Section 10.01.
Section
3.12 Maintenance of Hazard Insurance and Other Insurance. 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.
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
three years 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 REMIC created hereunder to fail to
qualify as a REMIC for federal income tax
purposes or for state tax purposes under
the laws of any state in which real
property securing a Mortgage Loan owned by
the Trust is located at any time that
any Certificates are outstanding or (ii)
the Servicer shall have applied for and
received an extension of such period from
the Internal Revenue Service, in which
case the Trust Estate may continue to hold
such Mortgaged Property for the
period of such extension.
(c) The Master Servicer shall, to the extent required by the
related
Servicing Agreement, cause the applicable
Servicer to deposit all funds
collected and received in connection with
the operation of any REO Property in
the Servicer Custodial Account.
(d) The applicable Servicer, upon the final disposition of any
REO
Property, shall be entitled to
reimbursement for any related unreimbursed
Advances and other unreimbursed advances as
well as any unpaid Servicing Fees
from Liquidation Proceeds received in
connection with the final disposition of
such REO Property; provided that any such
unreimbursed Advances as well as any
unpaid Servicing Fees may be reimbursed or
paid, as the case may be, prior to
final disposition, out of any net rental
income or other net amounts derived
from such REO Property.
(e) The Liquidation Proceeds from the final disposition of the
REO
Property, net of any payment to the
applicable Servicer as provided above shall
be deposited in the related Servicer
Custodial Account on or prior to the
Determination Date in the month following
receipt thereof and be remitted by
wire transfer in immediately available
funds to the Master Servicer for deposit
into the Master Servicer Custodial
Account.
Notwithstanding any other provision of this Agreement, the
Master
Servicer shall not permit any Mortgaged
Property acquired by the Trust to be
rented (or allowed to continue to be
rented) or otherwise used for the
production of income by or on behalf of the
Trust in such a manner or pursuant
to any terms that would (i) cause such
Mortgaged Property to fail to qualify as
"foreclosure property" within the meaning
of Section 860G(a)(8) of the Code,
(ii) result in the receipt by any REMIC
created hereunder of any "income from
non-permitted assets" within the meaning of
Section 860F(a)(2)(B) of the Code or
any "net income from foreclosure property"
which is subject to taxation under
the REMIC Provisions or (iii) subject any
REMIC created hereunder to the
imposition of any federal, state or local
income taxes on the income earned from
such Mortgaged Property under Section
860G(c) of the Code or otherwise, unless
the Master Servicer or related Servicer, as
applicable, has agreed to indemnify
and hold harmless the Trust with respect to
the imposition of any such taxes.
Notwithstanding any other provision of this Agreement, the
Master
Servicer and the Securities Administrator,
as applicable, shall comply with all
federal withholding requirements with
respect to payments to Certificateholders
of interest or original issue discount that
the Master Servicer or the
Securities Administrator reasonably
believes are applicable under the Code. The
consent of Certificateholders shall not be
required for any such withholding.
Without limiting the foregoing, the 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 will be escrowed in
a manner customary for such purposes, the
Master Servicer or the related
Servicer will immediately notify the
Trustee (or, at the direction of the
Trustee, a Custodian) by delivering, or
causing to be delivered, two copies (one
of which will be returned to the related
Servicer with the Mortgage File) of a
Request for Release (which may be delivered
in an electronic format acceptable
to the Trustee and the Master Servicer or
the related Servicer). Upon receipt of
such request, the Trustee or a Custodian,
as applicable, shall within seven (7)
Business Days release the related Mortgage
File to the Master Servicer or the
related Servicer. The Trustee shall at the
Master Servicer's or the related
Servicer's direction execute and deliver to
the Master Servicer or the related
Servicer the request for reconveyance, deed
of reconveyance or release or
satisfaction of mortgage or such instrument
releasing the lien of the Mortgage
relating to the Mortgage Loan, in each case
provided by the Master Servicer or
the related Servicer, together with the
Mortgage Note with written evidence of
cancellation thereon. If the Mortgage has
been recorded in the name of MERS or
its designee, the Master Servicer shall
enforce the applicable Servicer's
obligation under the related Servicing
Agreement take all necessary action to
reflect the release of the Mortgage on the
records of MERS. Expenses incurred in
connection with any instrument of
satisfaction or deed of reconveyance shall be
chargeable to the related Mortgagor of the
Mortgage Loan.
From time to time and as shall be appropriate for the servicing
or
foreclosure of any Mortgage Loan, including
for such purpose collection under
any Primary Mortgage Insurance Policy, any
policy of flood insurance, any
fidelity bond or errors or omissions
policy, or for the purposes of effecting a
partial release of any Mortgaged Property
from the lien of the Mortgage or the
making of any corrections to the Mortgage
Note or the Mortgage or any of the
other documents included in the Mortgage
File, the Trustee or a Custodian, as
applicable, shall, upon delivery to the
Trustee (or, at the direction of the
Trustee, a Custodian) of a Request for
Release signed by a Master Servicing
Officer or a Servicing Officer, release the
Mortgage File within seven (7)
Business Days to the Master Servicer or the
related Servicer. Subject to the
further limitations set forth below, the
Master Servicer or the applicable
Servicer shall cause the Mortgage Files so
released to be returned to the
Trustee or a Custodian, as applicable, when
the need therefor no longer exists,
unless the Mortgage Loan is liquidated and
the proceeds thereof are deposited in
the related Servicer Custodial Account, in
which case such Servicer shall
deliver to the Trustee or a Custodian, as
applicable, a Request for Release,
signed by a Servicing Officer.
If the Master Servicer or any related Servicer at any time seeks
to
initiate a foreclosure proceeding in
respect of any Mortgaged Property as
authorized by this Agreement or the
Servicing Agreement, the Master Servicer or
any related Servicer shall deliver or cause
to be delivered to the Trustee, for
signature, as appropriate, any court
pleadings, requests for trustee's sale or
other documents necessary to effectuate
such foreclosure or any legal action
brought to obtain judgment against the
Mortgagor on the Mortgage Note or the
Mortgage or to obtain a deficiency judgment
or to enforce any other remedies or
rights provided by the Mortgage Note or the
Mortgage or otherwise available at
law or in equity.
Section
3.17 Documents, Records and Funds in Possession of the Master
Servicer to be Held for the Trustee
Notwithstanding any other provisions of this
Agreement, the Master Servicer shall cause
each Servicer to transmit to the
Trustee (or a Custodian on behalf of the
Trustee) as required by this Agreement
and the Servicing Agreements all documents
and instruments in respect of a
Mortgage Loan coming into the possession of
the Servicer from time to time and
shall account fully to the Trustee for any
funds received by the Master Servicer
or the related Servicer or which otherwise
are collected by the Master Servicer
or the related Servicer as Liquidation
Proceeds, Recoveries or Insurance
Proceeds in respect of any Mortgage Loan.
All Mortgage Files and funds collected
or held by, or under the control of, the
Master Servicer or the related Servicer
in respect of any Mortgage Loans, whether
from the collection of principal and
interest payments or from Liquidation
Proceeds, including but not limited to,
any funds on deposit in the Master Servicer
Custodial Account or any Servicer
Custodial Account, shall be held by the
Master Servicer or the related Servicer
for and on behalf of the Trustee and shall
be and remain the sole and exclusive
property of the Trustee, subject to the
applicable provisions of this Agreement
and the related Servicing Agreement. The
Master Servicer also agrees that it
shall not, and shall enforce any
requirement under the related Servicing
Agreement that the related Servicer shall
not, knowingly create, incur or
subject any Mortgage File or any funds that
are deposited in any Master Servicer
Custodial Account, any Servicer Custodial
Account, the Certificate Account or
any Escrow Account, or any funds that
otherwise are or may become due or payable
to the Trustee for the benefit of the
Certificateholders, to any claim, lien,
security interest, judgment, levy, writ of
attachment or other encumbrance
created by the Master Servicer or Servicer,
or assert by legal action or
otherwise any claim or right of setoff
against any Mortgage File or any funds
collected on, or in connection with, a
Mortgage Loan, except, however, that the
Master Servicer shall be entitled to set
off against and deduct from any such
funds any amounts that are properly due and
payable to the Master Servicer under
this Agreement.
Section
3.18 Master Servicer Compensation. As compensation for its
services hereunder, the Master Servicer
shall be entitled to a fee in an amount
agreed upon between the Master Servicer and
the Securities Administrator,
payable by the Securities Administrator out
of its own funds and not out of any
funds of the Trust Estate. The Master
Servicer shall also be entitled to
additional compensation in the form of the
Master Servicer Custodial Account
Reinvestment Income. The Master Servicer
shall be required to pay all expenses
incurred by it in connection with its
master servicing activities hereunder and
shall not be entitled to reimbursement
therefor except as specifically provided
in this Agreement.
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 (i) 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, stating such firm's
conclusions relating thereto or (ii)
commencing with calendar year 2007, in
accordance with Rule 1-02(a)(3) and Rule
2-02(g) of Regulation S-X under the
1933 Act and the Exchange Act, that attests
to, and reports on an assessment
made by such Servicer of its compliance
with the servicing criteria set forth in
Item 1122(d) of Regulation AB, as required
by Rules 13a-18 and 15d-18 under the
Exchange Act, and Item 1122(b) of
Regulation AB.
Section
3.21 Advances. The Master Servicer shall enforce the
obligations
of each Servicer to make a Periodic Advance
in accordance with the applicable
Servicing Agreement. A Servicer shall be
entitled to be reimbursed from the
applicable Servicer Custodial Account for
all Advances of its own funds made
pursuant to the related Servicing
Agreement. Based upon information set forth in
the servicer reports, the Master Servicer
shall inform the Securities
Administrator of the amount of the Periodic
Advance to be made by a Servicer 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 Monthly 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
reports 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 M
(the "Certification"), which shall be
signed by a senior officer of the Master
Servicer in charge of the 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 N) 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 any accountants' 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.
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. On or prior to
January 30, 2006, unless otherwise
requested by 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. At any
time after the filing of a Form 15
Suspension Notification, if the Depositor or
the Certificate Registrar determines that
the number of Certificateholders of
record exceeds the number set forth in
Section 15(d) of the Exchange Act or the
regulations promulgated pursuant thereto
which would cause the Trust to again
become subject to the reporting
requirements of the Exchange Act, it shall
promptly notify the Securities
Administrator and the Securities Administrator
shall recommence preparing and filing
reports on Form 8-K and 10-K as required
pursuant to this Section and the parties
hereto will again have the obligations
set forth in paragraphs (a) through (e) of
this Section until such time as the
Securities Administrator is again able to
file with the Securities and Exchange
Commission a Form 15 Suspension
Notification with respect to the Trust.
ARTICLE IV
MASTER SERVICER'S CERTIFICATE
Section
4.01 Master Servicer's Certificate. Each month, not later than
12:00 noon Eastern time on the 18th
calendar day of such month (or if such day
is not a Business Day, the following
Business Day), the Master Servicer shall
deliver to the Securities Administrator, a
Master Servicer's Certificate based
solely on the information provided by the
Servicers (in substance and format
mutually acceptable to the Master Servicer
and the Securities Administrator)
certified by a Master Servicing Officer
setting forth the information necessary
in order for the Securities Administrator
to perform its obligations under this
Agreement. The Securities Administrator may
conclusively rely upon the
information contained in a Master
Servicer's Certificate delivered by the Master
Servicer for all purposes hereunder and
shall have no duty to verify or
re-compute any of the information contained
therein.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section
5.01 Distributions. On each Distribution Date, based solely on
the
information in the Master Servicer's
Certificate, the Securities Administrator
shall distribute out of the Certificate
Account, the Middle-Tier Certificate
Sub-Account or the Upper-Tier Certificate
Sub-Account, as applicable (to the
extent funds are available therein), to
each Certificateholder of record on the
related Record Date (other than as provided
in Section 10.01 respecting the
final distribution) (a) by check mailed to
such Certificateholder entitled to
receive a distribution on such Distribution
Date at the address appearing in the
Certificate Register, or (b) upon written
request by the Holder of a Certificate
(other than a Residual Certificate), by
wire transfer or by such other means of
payment as such Certificateholder and the
Securities Administrator shall agree
upon, such Certificateholder's Percentage
Interest in the amount to which the
related Class of Certificates is entitled
in accordance with the priorities set
forth below in Section 5.02.
None of the Holders of any Class of Certificates, the Depositor,
the
Master Servicer, the Securities
Administrator or the Trustee shall in any way be
responsible or liable to Holders of any
Class of Certificates in respect of
amounts properly previously distributed on
any such Class.
Amounts distributed with respect to any Class of Certificates
shall
be applied first to the distribution of
interest thereon and then to principal
thereon.
Section
5.02 Priorities of Distributions. (a) On each Distribution
Date,
the Securities Administrator shall withdraw
from the Certificate Account (to the
extent funds are available therein) (1) to
the extent not previously paid, the
amounts payable to the Master Servicer, the
Securities Administrator and the
Trustee pursuant to Section 3.09(f) and
Section 3.11(a) and shall pay such funds
to itself, the Master Servicer and the
Trustee, as applicable, and (2) based
solely on the information contained in the
Master Servicer's Certificate, the
Pool Distribution Amount (after the payment
of the Servicing Fees for such
Mortgage Loans and expenses and indemnities
reimbursable pursuant to this
Agreement, in each case to the extent not
previously retained by or distributed
to a Servicer, the Securities
Administrator, the Master Servicer or the Trustee)
for each Loan Group, and shall apply such
funds to the Certificates in the
following order of priority and to the
extent of such funds, paying Group 1
solely from the Pool Distribution Amount
for Loan Group 1, paying Group 2 solely
from the Pool Distribution Amount for Loan
Group 2 and paying the Subordinate
Certificates (including amounts used to pay
Class PO Deferred Amounts) from the
combined Pool Distribution Amounts for all
Loan Groups, in the following order
of priority and to the extent of such
funds:
(i) to each Class of Senior Certificates (other than the Class
30-IO
Certificates) and the Class IO Component of such Group, an
amount
allocable
to interest equal to the Interest Distribution Amount for such
Class or
Component Interest Distribution Amount for such 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, as the case may be, that would have been
distributed
in the
absence of such shortfall; provided, however, that until the
Accretion
Termination Date, amounts that would have been distributed
pursuant
to this clause to the Class 2-A-13 Certificates will instead be
distributed in reduction of the Class Certificate Balance of
the
Certificates specified in Section 5.02(b);
(ii) concurrently, to each Class of Senior Certificates (other
than
the Class
2-A-5 Certificates) and the Class PO Component of such Group,
pro rata,
based on their Senior Principal Distribution Amount and PO
Principal
Amount, respectively, (A) to the Senior Certificates, in an
aggregate
amount up to the Senior Principal Distribution Amount for such
Group,
such distribution to be allocated among such Classes in
accordance
with
Section 5.02(b) and (B) to the Class PO Component of such Group in
an
aggregate
amount up to the applicable PO Principal Amount for such Group;
(iii) to the applicable Class PO Component of such Group, any
applicable
Class PO Deferred Amount (after giving effect to the
distribution to such Class PO Component of the Class PO Recovery
for the
Related
Loan Group), up to the Subordinate Principal Distribution
Amount
for all
Loan Groups from amounts otherwise distributable, first to the
Class B-6
Certificates pursuant to clause (iv)(L) below, second to the
Class B-5
Certificates, pursuant to clause (iv)(J) below, third to the
Class B-4
Certificates, pursuant to clause (iv)(H) below, fourth to the
Class B-3
Certificates, pursuant to clause (iv)(F) below, fifth to the
Class B-2
Certificates, pursuant to clause (iv)(D) below and finally to
the Class
B-1 Certificates, pursuant to clause (iv)(B) below;
(iv) to each Class of Subordinate Certificates, subject to
paragraph
(d) below,
in the following order of priority:
(A) to the Class B-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such
Class
for such Distribution Date;
(B) to the Class B-1 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution
Date
less any amount used to pay the Class PO Deferred Amount pursuant
to
clause (iii) above until the Class Certificate Balance thereof
has
been reduced to zero;
(C) to the
Class B-2 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such
Class
for such Distribution Date;
(D) to the Class B-2 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution
Date
less any amount used to pay the Class PO Deferred Amount pursuant
to
clause (iii) above until the Class Certificate Balance thereof
has
been reduced to zero;
(E) to the Class B-3 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such
Class
for such Distribution Date;
(F) to the Class B-3 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution
Date
less any amount used to pay the Class PO Deferred Amount pursuant
to
clause (iii) above until the Class Certificate Balance thereof
has
been reduced to zero;
(G) to the Class B-4 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such
Class
for such Distribution Date;
(H)
to the Class B-4 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution
Date
less any amount used to pay the Class PO Deferred Amount pursuant
to
clause (iii) above until the Class Certificate Balance thereof
has
been reduced to zero;
(I) to the Class B-5 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such
Class
for such Distribution Date;
(J) to the Class B-5 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution
Date
less any amount used to pay the Class PO Deferred Amount pursuant
to
clause (iii) above until the Class Certificate Balance thereof
has
been reduced to zero;
(K) to the Class B-6 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such
Class
for such Distribution Date; and
(L) to the Class B-6 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution
Date
less any amount used to pay the Class PO Deferred Amount pursuant
to
clause (iii) above until the Class Certificate Balance thereof
has
been reduced to zero; and
(v) to the Holder of the Class 1-A-R Certificate, any amounts
remaining
in the Upper-Tier Certificate Sub-Account and the Middle-Tier
Certificate Sub-Account and any remaining Pool Distribution
Amounts.
No Class of Certificates or Component will be entitled to any
distributions with respect to the amount
payable pursuant to clause (ii) of the
definition of "Interest Distribution
Amount" or "Component Interest Distribution
Amount" after its Class Certificate Balance
or Notional Amount, as the case may
be, has been reduced to zero.
For any Group and on any Distribution Date, amounts distributed
in
respect of the Class PO Deferred Amounts
(including the distribution of the
Class PO Recoveries) will not reduce the
Component Balance of the applicable
Class PO Component.
All distributions in respect of the Interest Distribution Amount
for
a Class or the Component Interest
Distribution Amount for a Component will 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 each Class 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.
(vi) Distributions on the Uncertificated Lower-Tier Interests.
On
each
Distribution Date, interest shall be distributed in respect of
the
Uncertificated Lower-Tier Interests (other than the Class 1-LPO
Interest
and Class
2-LPO Interest at the pass-through rate thereon, as described
in
the next
to last paragraph of this Section 5.02(a)(vi). All
distributions
of
principal shall be made first to the Class 1-LPO Interest and
Class
2-LPO
Interest, so as to keep the principal balances thereof at all
times
equal to
the Component Balances of the Class 1-PO Component and the
Class
2-PO
Component, respectively; second, to the Class 1-LS Interest and
the
Class 2-LS
Interest, so as to keep the principal balances thereof
(computed
to eight decimal places) equal to 0.100% of the Group
Subordinate Amount for
Loan Group 1 and Loan Group 2, respectively (except
that if
any such amount is greater than on the preceding Distribution
Date, the
least amount of principal shall be distributed to the Class
1-LS
Interest
and Class 2-LS Interest, such that the Subordinate Balance
Ratio
is
maintained), and third, any remaining principal to the Class
1-L
Interest
and Class 2-L Interest. Any distributions of principal made to
the
Uncertificated Lower-Tier Interests pursuant to this paragraph
shall
be made
from the Group 1 Mortgage Loans to the Uncertificated
Lower-Tier
Interests
beginning with the numeral "1" and from the Group 2 Mortgage
Loans to
the Uncertificated Lower-Tier Interests beginning with the
numeral
"2."
Realized Losses shall be applied after all distributions have
been
made on each Distribution Date first, to
the Class 1-LPO Interest and Class
2-LPO Interest, so as to keep their
principal balances equal to the Component
Balances of the Class 1-PO Component and
the Class 2-PO Component, respectively;
second, to the Class 1-LS Interest and
Class 2-LS Interest, so as to keep the
principal balances thereof (computed to
eight decimal places) equal to 0.100% of
the Group Subordinate Amount for Loan Group
1 and Loan Group 2, respectively
(except that if any such amount is greater
than on the preceding Distribution
Date, the least amount of Realized Losses
shall be allocated to the Class 1-LS
Interest and Class 2-LS Interest such that
the Subordinate Balance Ratio is
maintained); and third, the remaining
Realized Losses shall be allocated to the
Class 1-L Interest and Class 2-L Interest.
Any Realized Losses allocated to the
Uncertificated Lower-Tier Interests
pursuant to this paragraph shall be (a) from
Realized Losses allocated to Loan Group 1
in the case of Uncertificated
Lower-Tier Interests beginning with the
numeral "1" and (b) from Realized Losses
allocated to Loan Group 2 in the case of
Uncertificated Lower-Tier Interests
beginning with the numeral "2."
As of any date, the aggregate principal balance of the Class
1-L
Interest and the Class 1-LS Interest shall
equal the aggregate Pool Stated
Principal Balance (Non-PO Portion) of Loan
Group 1. As of any date, the
aggregate principal balance of the Class
2-L Interest and the Class 2-LS
Interest shall equal the aggregate Pool
Stated Principal Balance (Non-PO
Portion) of Loan Group 2. As of any date,
(i) the principal balance of the Class
1-LPO Interest will be equal to the
Component Balance of the Class 1-PO
Component and (ii) the principal balance of
the Class 2-LPO Interest will be
equal to the Component Balance of the Class
2-PO Component. As of any date, (i)
the notional amount of the Class 1-LIO
Interest will be equal to the Class 1-IO
Notional Amount and (ii) the notional
amount of the Class 2-LIO Interest will be
equal to the Class 2-IO Notional
Amount.
The pass-through rate with respect to the Class 1-L Interest and
the
Class 1-LS Interest shall be 5.625% per
annum. The pass-through rate with
respect to the Class 2-L Interest and the
Class 2-LS Interest shall be 5.500%
per annum. The pass-through rate with
respect to the Class 1-LIO Interest and
Class 2-LIO Interest shall be the same as
the Pass-Through Rate for the Class
1-IO Component and Class 2-IO Component,
respectively, as each such rate is
described in the Preliminary Statement. The
Class 1-LPO Interest and Class 2-LPO
Interest are principal-only interests and
are not entitled to distributions of
interest.
Any Non-Supported Interest Shortfalls and Relief Act Reductions
will
be allocated to each Uncertificated
Lower-Tier Interest in the same relative
proportions as interest is allocated to
such Uncertificated Lower-Tier Interest.
Amounts distributed to the Uncertificated
Lower-Tier Interests in respect of
principal and interest with respect to any
Distribution Date are referred to
herein collectively as the "Lower-Tier
Distribution Amount."
(vii) Distributions on the Uncertificated Middle-Tier Interests.
On
each
Distribution Date, each Uncertificated Middle-Tier Interest
(other
than the
Class 1-MIO Interest and Class 2-MIO Interest) shall receive
distributions in respect of principal in an amount equal to the
amount of
principal
distributed to its respective Corresponding Upper-Tier Class,
Classes or
Component, as provided herein. On each Distribution Date, each
Uncertificated Middle-Tier Interest (other than the Class 1-MPO
Interest
and Class
2-MPO Interest) shall receive distributions in respect of
interest
in an amount equal to the Interest Accrual Amounts and Unpaid
Interest
Shortfalls, as the case may be, in respect of its Corresponding
Upper-Tier
Class, Classes or Component, in each case to the extent
actually
distributed thereon. Such amounts distributed to the
Uncertificated Middle-Tier Interests in respect of principal and
interest
with
respect to any Distribution Date are referred to herein
collectively
as the
"Middle-Tier Distribution Amount."
As of any date, the principal balance or notional amount of
each
Uncertificated Middle-Tier Interest equals
the aggregate of the Class
Certificate Balances, Component Balance or
Notional Amounts of the respective
Corresponding Upper-Tier Class, Classes or
Component or, in the case of the
Class 2-A-M4 Interest, the Class
Certificate Balance of the Class 2-A-4
Certificates. The initial principal balance
or notional amount of each
Uncertificated Middle-Tier Interest equals
the aggregate of the Initial Class
Certificate Balances, Component Balance or
Initial Notional Amounts of the
respective Corresponding Upper-Tier Class,
Classes or Component or, in the case
of the Class 2-A-M4 Interest, the Initial
Class Certificate Balance of the Class
2-A-4 Certificates.
The pass-through rate with respect to the Class 1-A-M1 Interest
and
Class 1-A-MUR Interest shall be 5.625% per
annum. The pass-through rate with
respect to the Class 2-A-M1 Interest and
Class 2-A-M4 Interest shall be 5.500%
per annum. The pass-through rate with
respect to the Class B-M1 Interest, Class
B-M2 Interest, Class B-M3 Interest, Class
B-M4 Interest, Class B-M5 Interest and
Class B-M6 Interest shall be the weighted
average of the Class 1-LS Interest and
Class 2-LS Interest. The pass-through rate
with respect to the Class 1-MIO
Interest shall be a per annum rate equal to
the Pass-Through Rate of the Class
1-IO Component. The pass-through rate with
respect to the Class 2-MIO Interest
shall be a per annum rate equal to the
Pass-Through Rate of the Class 2-IO
Component. The Class 1-MPO Interest and
Class 2-MPO Interest are principal-only
interests and are not entitled to
distributions of interest.
(b) (i) On each Distribution Date prior to the Senior Credit
Support
Depletion Date, the amount distributable to
the Group 1 Senior Certificates
pursuant to Section 5.02(a)(ii) for such
Distribution Date, will be distributed,
sequentially, as follows:
first, to the Class
1-A-R Certificate, until its Class Certificate
Balance has been reduced to zero;
second, concurrently, to the Class 1-A-1, Class 1-A-3 and Class
1-A-4
Certificates, pro rata, up to the Group 1
Priority Amount for such Distribution
Date;
third, until the Class Certificate Balance of the Class 1-A-5
Certificates has been reduced to zero,
concurrently, as follows:
(a) 50.0000000000% to the Class 1-A-5 Certificates, until their
Class
Certificate Balance has been reduced to zero; and
(b) 50.0000000000% to the Class 1-A-6 Certificates, until their
Class
Certificate Balance has been reduced to zero;
fourth, until the Class Certificate Balance of the Class 1-A-6
Certificates has been reduced to zero,
concurrently, as follows:
(a) 50.0000000000% to the Class 1-A-2 Certificates, until their
Class
Certificate Balance has been reduced to zero; and
(b) 50.0000000000% to the Class 1-A-6 Certificates, until their
Class
Certificate Balance has been reduced to zero;
fifth, concurrently, as follows:
(a) 64.2184557439% to the Class 1-A-2 Certificates, until their
Class
Certificate Balance has been reduced to zero;
(b)
21.5633898305% to the Class 1-A-7 Certificates, until their
Class
Certificate Balance has been reduced to zero; and
(c) 14.2181544256% to the Class 1-A-8 Certificates, until their
Class
Certificate Balance has been reduced to zero;
sixth, concurrently, to the Class 1-A-9 and Class 1-A-10
Certificates,
pro rata, until their Class Certificate
Balances have been reduced to zero; and
seventh, concurrently, to the Class 1-A-1, Class 1-A-3 and Class
1-A-4
Certificates, pro rata, until their Class
Certificate Balances have been reduced
to zero.
(ii) With respect to the Group 2 Senior Certificates:
I. On each Distribution Date occurring prior to the Accretion
Termination Date, the Class 2-A-13 Accrual
Distribution Amount will be allocated
sequentially, as follows:
first, concurrently, as follows:
(a) 63.3027522936%, sequentially, as follows:
(i) $2,000 to the Class 2-A-4 Certificates, until their Class
Certificate Balance
has been reduced to zero;
(ii) $800,925 sequentially, to the Class 2-A-9 and Class 2-A-10
Certificates, in that order, until their Class Certificate Balances
have
been
reduced to zero; and
(iii) sequentially, to the Class 2-A-4, Class 2-A-9 and Class
2-A-10
Certificates, in that order, until their Class Certificate Balances
have
been
reduced to zero; and
(b) 36.6972477064% to the Class 2-A-8 Certificates, until their
Class Certificate Balance has been reduced
to zero; and
second, to the Class 2-A-13 Certificates, until their Class
Certificate
Balance has been reduced to zero.
II. On each Distribution Date prior to the Senior Credit
Support
Depletion Date, the amount distributable to
the Group 2 Senior Certificates
pursuant to Section 5.02(a)(ii) for such
Distribution Date, will be distributed,
sequentially, as follows:
(A) 17.5306633292%, sequentially, as follows:
(i) sequentially, to the Class 2-A-6 and Class 2-A-7
Certificates,
in that
order, up to the PAC Principal Amount for such Distribution
Date;
(ii) sequentially, to the Class 2-A-1, Class 2-A-2 and Class
2-A-3
Certificates, in that order, until their Class Certificate Balances
have
been
reduced to zero; and
(iii) sequentially, to the Class 2-A-6 and Class 2-A-7
Certificates, in that order, until their Class Certificate
Balances
have been reduced to zero; and
(B) 82.4693366708%, sequentially, as follows:
(i) concurrently, to the Class 2-A-11 and Class 2-A-12
Certificates,
pro rata,
up to the Group 2 Priority Amount for such Distribution Date;
(ii) concurrently, as follows:
(a) 63.3027522936%, sequentially, as follows:
(1) an amount that, when combined with the amount
distributed pursuant to priority first (a)(i) of the
allocation of the Class 2-A-13 Accrual Distribution Amount,
does not exceed $2,000 on such Distribution Date, to the Class
2-A-4 Certificates, until their Class Certificate Balance has
been reduced to zero;
(2) an amount that, when combined with the amount
distributed pursuant to priority first (a)(ii) of the
allocation of the Class 2-A-13 Accrual Distribution Amount,
does not exceed $800,925 on such Distribution Date,
sequentially, to the Class 2-A-9 and Class 2-A-10
Certificates, in that order, until their Class Certificate
Balances have been reduced to zero; and
(3) sequentially, to the Class 2-A-4, Class 2-A-9 and
Class 2-A-10 Certificates, in that order, until their Class
Certificate Balances have been reduced to zero; and
