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 27, 2005
-----------------------
Mortgage Pass-Through Certificates
Series 2005-H
================================================================================
<PAGE>
TABLE OF CONTENTS
PRELIMINARY
STATEMENT......................................................
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms................................................
Section 1.02
Calculations.................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans.................................
Section 2.02 Acceptance by the Trustee 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; Distribution Account.....................
Section 3.10 Access to Certain Documentation
and Information
Regarding the Mortgage Loans................................
Section 3.11 Permitted Withdrawals from the
Distribution Account
and the Master Servicer Custodial Account...................
Section 3.12 Maintenance of Hazard Insurance
and Other Insurance..........
Section 3.13 Presentment of Claims and
Collection of Proceeds.............
Section 3.14 Enforcement of Due-On-Sale
Clauses; Assumption Agreements....
Section 3.15 Realization Upon Defaulted
Mortgage Loans; REO Property......
Section 3.16 Trustee and Custodian to
Cooperate; Release of
Mortgage Files..............................................
Section 3.17 Documents, Records and Funds in
Possession of the
Master Servicer to be Held for the Trustee..................
Section 3.18 Securities Administrator
Compensation, Master Servicer
Compensation and Servicer Compensation......................
Section 3.19 Annual Statement as to
Compliance............................
Section 3.20 Annual Independent Public
Accountants' Servicing 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......................................
ARTICLE VI
THE CERTIFICATES
Section 6.01 The
Certificates.............................................
Section 6.02 Registration of Transfer and
Exchange of Certificates........
Section 6.03 Mutilated, Destroyed, Lost or
Stolen Certificates............
Section 6.04 Persons Deemed
Owners........................................
ARTICLE VII
THE DEPOSITOR AND THE MASTER SERVICER
Section 7.01 Respective Liabilities of the
Depositor and the
Master Servicer.............................................
Section 7.02 Merger or Consolidation of the
Depositor or the
Master Servicer.............................................
Section 7.03 Limitation on Liability of the
Depositor, the Master
Servicer and Others.........................................
Section 7.04 Depositor and Master Servicer Not
to Resign..................
ARTICLE VIII
DEFAULT
Section 8.01 Events of
Default............................................
Section 8.02 Remedies of
Trustee..........................................
Section 8.03 Directions by Certificateholders
and Duties of
Trustee During Event of Default.............................
Section 8.04 Action upon Certain Failures of
the Master Servicer
and upon Event of Default...................................
Section 8.05 Trustee to Act; Appointment of
Successor.....................
Section 8.06 Notification to
Certificateholders...........................
ARTICLE IX
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01 Duties of Trustee and Securities
Administrator...............
Section 9.02 Certain Matters Affecting the
Trustee and the
Securities Administrator....................................
Section 9.03 Neither Trustee nor Securities
Administrator Liable for
Certificates or Mortgage Loans..............................
Section 9.04 Trustee and Securities
Administrator May Own Certificates....
Section 9.05 Eligibility Requirements for
Trustee and the Securities
Administrator...............................................
Section 9.06 Resignation and Removal of Trustee
and the Securities
Administrator...............................................
Section 9.07 Successor Trustee or Securities
Administrator................
Section 9.08 Merger or Consolidation of Trustee
or Securities
Administrator...............................................
Section 9.09 Appointment of Co-Trustee or
Separate Trustee................
Section 9.10 Authenticating
Agents........................................
Section 9.11 Securities Administrator's Fees
and Expenses and
Trustee's Fees and Expenses.................................
Section 9.12 Appointment of
Custodian.....................................
Section 9.13 Paying
Agents................................................
Section 9.14 Limitation of
Liability......................................
Section 9.15 Trustee or Securities
Administrator May Enforce Claims
Without Possession of Certificates..........................
Section 9.16 Suits for
Enforcement........................................
Section 9.17 Waiver of Bond
Requirement...................................
Section 9.18 Waiver of Inventory, Accounting
and Appraisal Requirement....
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase or
Liquidation of All
Mortgage Loans..............................................
Section 10.02 Additional Termination
Requirements..........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment....................................................
Section 11.02 Recordation of Agreement;
Counterparts.......................
Section 11.03 Limitation on Rights of
Certificateholders...................
Section 11.04 Governing
Law................................................
Section 11.05
Notices......................................................
Section 11.06 Severability of
Provisions...................................
Section 11.07 Certificates Nonassessable
and Fully Paid....................
Section 11.08 Access to List of
Certificateholders.........................
Section 11.09
Recharacterization...........................................
<PAGE>
EXHIBITS
Exhibit A-1-A-1 Form of Face of Class 1-A-1
Certificate
Exhibit A-1-A-2 Form of Face of Class 1-A-2
Certificate
Exhibit A-1-A-3 Form of Face of Class 1-A-3
Certificate
Exhibit A-1-A-R Form of Face of Class 1-A-R
Certificate
Exhibit A-2-A-1 Form of Face of Class 2-A-1
Certificate
Exhibit A-2-A-2 Form of Face of Class 2-A-2
Certificate
Exhibit A-3-A-1 Form of Face of Class 3-A-1
Certificate
Exhibit A-3-A-2 Form of Face of Class 3-A-2
Certificate
Exhibit A-4-A-1 Form of Face of Class 4-A-1
Certificate
Exhibit A-4-A-2 Form of Face of Class 4-A-2
Certificate
Exhibit A-5-A-1 Form of Face of Class 5-A-1
Certificate
Exhibit A-5-A-2 Form of Face of Class 5-A-2
Certificate
Exhibit A-6-A-1 Form of Face of Class 6-A-1
Certificate
Exhibit A-6-A-2 Form of Face of Class 6-A-2
Certificate
Exhibit A-7-A-1 Form of Face of Class 7-A-1
Certificate
Exhibit A-7-A-2 Form of Face of Class 7-A-2
Certificate
Exhibit A-8-A-1 Form of Face of Class 8-A-1
Certificate
Exhibit A-8-A-2 Form of Face of Class 8-A-2
Certificate
Exhibit A-9-A-1 Form of Face of Class 9-A-1
Certificate
Exhibit A-9-A-2 Form of Face of Class 9-A-2
Certificate
Exhibit B-CB-1 Form of Face of Class
CB-1 Certificate
Exhibit B-CB-2 Form of Face of Class
CB-2 Certificate
Exhibit B-CB-3 Form of Face of Class
CB-3 Certificate
Exhibit B-CB-4 Form of Face of Class
CB-4 Certificate
Exhibit B-CB-5 Form of Face of Class
CB-5 Certificate
Exhibit B-CB-6 Form of Face of Class
CB-6 Certificate
Exhibit B-DB-1 Form of Face of Class
DB-1 Certificate
Exhibit B-DB-2 Form of Face of Class
DB-2 Certificate
Exhibit B-DB-3 Form of Face of Class
DB-3 Certificate
Exhibit B-DB-4 Form of Face of Class
DB-4 Certificate
Exhibit B-DB-5 Form of Face of Class
DB-5 Certificate
Exhibit B-DB-6 Form of Face of Class
DB-6 Certificate
Exhibit C
Form of Reverse of all Certificates...................
Exhibit D-1 Loan
Group 1 Mortgage Loan Schedule...................
Exhibit D-2 Loan
Group 2 Mortgage Loan Schedule...................
Exhibit D-3 Loan
Group 3 Mortgage Loan Schedule...................
Exhibit D-4 Loan
Group 4 Mortgage Loan Schedule...................
Exhibit D-5 Loan
Group 5 Mortgage Loan Schedule...................
Exhibit D-6 Loan
Group 6 Mortgage Loan Schedule...................
Exhibit D-7 Loan
Group 7 Mortgage Loan Schedule...................
Exhibit D-8 Loan
Group 8 Mortgage Loan Schedule...................
Exhibit D-9 Loan
Group 9 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 Certification.................................
Exhibit N
Form of Securities Administrator's Certification......
<PAGE>
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated October 27, 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 will be treated as four
separate real estate mortgage
investment conduits (the "Upper-Tier
REMIC," the "Middle-Tier REMIC," the "CB
Lower-Tier REMIC" and the "DB Lower-Tier
REMIC," respectively, and each a
"REMIC"). The Uncertificated CB Lower-Tier
Interests shall constitute the
"regular interests" and the Class LR-CB
Interest shall be the "residual
interest" in the CB Lower-Tier REMIC. The
Uncertificated DB Lower-Tier Interests
shall constitute the "regular interests"
and the Class LR-DB Interest shall be
the "residual interest" in the DB
Lower-Tier REMIC. The Uncertificated
Lower-Tier Interests shall constitute the
assets of the Middle-Tier REMIC. The
Uncertificated Middle-Tier Interests shall
constitute the "regular interests"
and the Class MR Interest shall be the
"residual interest" in the Middle-Tier
REMIC. The Uncertificated Middle-Tier
Interests shall constitute the assets of
the Upper-Tier REMIC. The Certificates
(other than the Class 1-A-R Certificate)
are referred to collectively as the
"Regular Certificates" and shall constitute
"regular interests" and the Class UR
Interest shall be the "residual interest"
in the Upper-Tier REMIC. The Class 1-A-R
Certificate shall represent ownership
of the Class LR-CB Interest, the Class
LR-DB Interest, the Class MR Interest and
the Class UR Interest. The Certificates,
the Uncertificated CB Lower-Tier
Interests, the Uncertificated DB Lower-Tier
Interests and the Uncertificated
Middle-Tier Interests will represent the
entire beneficial ownership interest in
the Trust. The "latest possible maturity
date" for federal income tax purposes
of all interests created hereby will be the
REMIC Certificate Maturity Date.
The following table sets forth characteristics of the
Certificates,
together with the minimum denominations and
integral multiples in excess thereof
in which the Classes of Certificates shall
be issuable:
================================================================================
Initial Class
Integral
Certificate Pass-Through
Minimum
Multiples in
Classes
Balance
Rate
Denomination
Excess of Minimum
--------------------------------------------------------------------------------
Class 1-A-1
$29,888,000.00 (1)
$1,000
$1
--------------------------------------------------------------------------------
Class 1-A-2
$1,389,000.00 (1)
$1,000
$1
--------------------------------------------------------------------------------
Class 1-A-3
$9,880,000.00 (1)
$1,000
$1
--------------------------------------------------------------------------------
Class 1-A-R
$100.00 (1)
$100
N/A
--------------------------------------------------------------------------------
Class 2-A-1 $209,095,000.00
(2)
$1,000
$1
--------------------------------------------------------------------------------
Class 2-A-2
$9,712,000.00 (2)
$1,000
$1
--------------------------------------------------------------------------------
Class 3-A-1
$29,040,000.00 (3)
$1,000
$1
--------------------------------------------------------------------------------
Class 3-A-2
$1,349,000.00 (3)
$1,000
$1
--------------------------------------------------------------------------------
Class 4-A-1
$81,099,000.00 (4)
$1,000
$1
--------------------------------------------------------------------------------
Class 4-A-2
$3,767,000.00 (4)
$1,000
$1
--------------------------------------------------------------------------------
Class 5-A-1
$14,148,000.00 (5)
$1,000
$1
--------------------------------------------------------------------------------
Class 5-A-2
$657,000.00 (5)
$1,000
$1
--------------------------------------------------------------------------------
Class 6-A-1
$50,200,000.00 (6)
$1,000
$1
--------------------------------------------------------------------------------
Class 6-A-2
$2,332,000.00 (6)
$1,000
$1
--------------------------------------------------------------------------------
Class 7-A-1 $137,371,000.00
(7)
$1,000
$1
--------------------------------------------------------------------------------
Class 7-A-2
$9,367,000.00 (7)
$1,000
$1
--------------------------------------------------------------------------------
Class 8-A-1
$87,765,000.00 (8)
$1,000
$1
--------------------------------------------------------------------------------
Class 8-A-2
$5,984,000.00 (8)
$1,000
$1
--------------------------------------------------------------------------------
Class 9-A-1
$87,260,000.00 (9)
$1,000
$1
--------------------------------------------------------------------------------
Class 9-A-2
$5,950,000.00 (9)
$1,000
$1
--------------------------------------------------------------------------------
Class CB-1
$9,247,000.00 (10)
$25,000
$1
--------------------------------------------------------------------------------
Class CB-2
$3,467,000.00 (10)
$25,000
$1
--------------------------------------------------------------------------------
Class CB-3
$2,311,000.00 (10)
$25,000
$1
--------------------------------------------------------------------------------
Class CB-4
$2,080,000.00 (10)
$25,000
$1
--------------------------------------------------------------------------------
Class CB-5
$1,617,000.00 (10)
$25,000
$1
--------------------------------------------------------------------------------
Class CB-6
$925,273.00 (10)
$25,000
$1
--------------------------------------------------------------------------------
Class DB-1
$11,005,000.00 (11)
$25,000
$1
--------------------------------------------------------------------------------
Class DB-2
$3,550,000.00 (11)
$25,000
$1
--------------------------------------------------------------------------------
Class DB-3
$2,130,000.00 (11)
$25,000
$1
--------------------------------------------------------------------------------
Class DB-4
$1,953,000.00 (11)
$25,000
$1
--------------------------------------------------------------------------------
Class DB-5
$1,597,000.00 (11)
$25,000
$1
--------------------------------------------------------------------------------
Class DB-6
$1,065,719.00 (11)
$25,000
$1
================================================================================
-----------------------
(1) For each Distribution Date, interest
will accrue on these Certificates at a
per annum rate equal to the Net WAC for the
Group 1 Mortgage Loans.
(2) For each Distribution Date, interest
will accrue on these Certificates at a
per annum rate equal to the Net WAC for the
Group 2 Mortgage Loans.
(3) For each Distribution Date, interest
will accrue on these Certificates at a
per annum rate equal to the Net WAC for the
Group 3 Mortgage Loans.
(4) For each Distribution Date, interest
will accrue on these Certificates at a
per annum rate equal to the Net WAC for the
Group 4 Mortgage Loans.
(5) For each Distribution Date, interest
will accrue on these Certificates at a
per annum rate equal to the Net WAC for the
Group 5 Mortgage Loans.
(6) For each Distribution Date, interest
will accrue on these Certificates at a
per annum rate equal to the Net WAC for the
Group 6 Mortgage Loans.
(7) For each Distribution Date, interest
will accrue on these Certificates at a
per annum rate equal to the Net WAC of the
Group 7 Mortgage Loans.
(8) For each Distribution Date, interest
will accrue on these Certificates at a
per annum rate equal to the Net WAC for the
Group 8 Mortgage Loans.
(9) For each Distribution Date, interest
will accrue on these Certificates at a
per annum rate equal to the Net WAC for the
Group 9 Mortgage Loans.
(10) Interest will accrue on these
Certificates as of any Distribution Date at a
per annum rate equal to the weighted
average (based on the Group Subordinate
Amount for each Loan Group) of the Net WAC
for each of the Group 1, Group 2,
Group 3, Group 4, Group 5 and Group 6
Mortgage Loans.
(11) Interest will accrue on these
Certificates as of any Distribution Date at a
per annum rate equal to the weighted
average (based on the Group Subordinate
Amount for each Loan Group) of the Net WAC
for each of the Group 7, Group 8 and
Group 9 Mortgage Loans.
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement,
the
following words and phrases, unless the
context otherwise requires, shall have
the meanings specified in this Article:
1933 Act: The Securities Act of 1933, as amended.
Accrued Certificate Interest: For any Distribution Date and
each
interest-bearing Class, one month's
interest accrued during the related Interest
Accrual Period at the applicable
Pass-Through Rate on the applicable Class
Certificate Balance.
Adjusted Pool Amount: With respect to any Distribution Date and
Loan
Group, the Cut-off Date Pool Principal
Balance of the Mortgage Loans in such
Loan Group minus the sum of (i) all amounts
in respect of principal received in
respect of the Mortgage Loans in such Loan
Group (including, without limitation,
amounts received as Monthly Payments,
Periodic Advances, Principal Prepayments,
Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed to
Holders of the Certificates on such
Distribution Date and all prior Distribution
Dates and (ii) the principal portion of all
Realized Losses (other than Debt
Service Reductions) incurred on the
Mortgage Loans in such Loan Group from the
Cut-off Date through the end of the month
preceding such Distribution Date.
Administrative Fee Rate: With respect to each Mortgage Loan, the
sum
of (i) the Servicing Fee Rate, (ii) the
Master Servicing Fee Rate and (iii) with
respect to each Mortgage Loan covered by a
PMI Policy, the PMI Policy Fee Rate.
Advance: A Periodic Advance or a Servicing Advance.
Advance
Date: As to any Distribution Date, the related Remittance
Date or the Business Day preceding the
related Remittance Date.
Agreement: This Pooling and Servicing Agreement together with
all
amendments hereof and supplements
hereto.
Appraised Value: With respect to any Mortgaged Property, either
(i)
the lesser of (a) the appraised value
determined in an appraisal obtained by the
originator at, or within twelve months of,
origination of such Mortgage Loan or,
in certain cases, an automated valuation
model or tax assessed value and (b) the
sales price for such property, except that,
in the case of Mortgage Loans the
proceeds of which were used to refinance an
existing mortgage loan, the
Appraised Value of the related Mortgaged
Property is the appraised value thereof
determined in an appraisal obtained at the
time of refinancing or, in certain
cases, an automated valuation model or tax
assessed value, or (ii) the appraised
value determined in an appraisal made at
the request of a Mortgagor subsequent
to origination in order to eliminate the
Mortgagor's obligation to keep a
Primary Mortgage Insurance Policy in
force.
Assignment of Mortgage: An individual assignment of the
Mortgage,
notice of transfer or equivalent instrument
in recordable form, sufficient under
the laws of the jurisdiction wherein the
related Mortgaged Property is located
to give record notice of the sale of the
Mortgage.
Authenticating Agents: As defined in Section 9.10.
BAFC: Banc of America Funding Corporation.
BANA: Bank of America, National Association, a national banking
association, or its successor in
interest.
BANA Servicing Agreement: The Servicing Agreement, dated October
27,
2005, by and between BAFC, as depositor,
and BANA, as servicer.
Book-Entry Certificate: All Classes of Certificates other than
the
Physical Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or
(ii)
a day on which banking institutions in the
State of North Carolina, the State of
New York, the State of Minnesota, the State
of Maryland, the states in which the
master servicing offices of the Master
Servicer is located or the state or
states in which the Corporate Trust Offices
of the Trustee and the Securities
Administrator are located are required or
authorized by law or executive order
to be closed.
Calculated Principal Distribution: As defined in Section
5.03(d).
CB Crossed Group: Any of Group 1, Group 2, Group 3, Group 4, Group
5
or Group 6.
CB Crossed Loan Group: Any of Loan Group 1, Loan Group 2, Loan
Group
3, Loan Group 4, Loan Group 5 or Loan Group
6.
CB Crossed Loan Group Senior Percentage: With respect to any
Distribution Date, the percentage, carried
six places rounded up, obtained by
dividing the aggregate Class Certificate
Balance of the Senior Certificates of
the CB Crossed Groups immediately prior to
such Distribution Date by the
aggregate Pool Stated Principal Balance of
the CB Crossed Loan Groups with
respect to such Distribution Date.
CB Crossed Loan Group Subordinate Percentage: As to any
Distribution
Date, the aggregate Class Certificate
Balance of the Class CB Certificates
divided by the aggregate Pool Stated
Principal Balance for the CB Crossed Loan
Groups.
CB Lower-Tier Certificate Sub-Account: The sub-account of the
Distribution Account designated by the
Securities Administrator pursuant to
Section 3.09(g).
CB Lower-Tier Distribution Amount: As defined in Section
5.02(a)
hereof.
CB Lower-Tier REMIC: As defined in the Preliminary Statement,
the
assets of which consist of the Group 1,
Group 2, Group 3, Group 4, Group 5 and
Group 6 Mortgage Loans, such amounts as
shall be held in the CB Lower-Tier
Certificate Sub-Account, the insurance
policies, if any, relating to a Group 1,
Group 2, Group 3, Group 4, Group 5 or Group
6 Mortgage Loan and property which
secured a Group 1, Group 2, Group 3, Group
4, Group 5 or Group 6 Mortgage Loan
and which has been acquired by foreclosure
or deed in lieu of foreclosure.
CB Subordinate Balance Ratio: As of any date of determination,
the
ratio among the principal balances of the
Class 1-LS Interest, Class 2-LS
Interest, Class 3-LS Interest, Class 4-LS
Interest, Class 5-LS Interest and
Class 6-LS Interest, equal to the ratio
among the Group Subordinate Amount for
Loan Group 1, the Group Subordinate Amount
for Loan Group 2, the Group
Subordinate Amount for Loan Group 3, the
Group Subordinate Amount for Loan Group
4, the Group Subordinate Amount for Loan
Group 5 and the Group Subordinate
Amount for Loan Group 6.
CB Uncertificated Lower-Tier Interest: Any of the Class 1-L
Interest, Class 1-LS Interest, Class 2-L
Interest, Class 2-LS Interest, Class
3-L Interest, Class 3-LS Interest, Class
4-L Interest, Class 4-LS Interest,
Class 5-L Interest, Class 5-LS Interest,
Class 6-L Interest or Class 6-LS
Interest.
Certificate: Any of the Banc of America Funding Corporation
Mortgage
Pass-Through Certificates, Series 2005-H
that are issued pursuant to this
Agreement.
Certificate Balance: With respect to any Certificate at any
date,
the maximum dollar amount of principal to
which the Holder thereof is then
entitled hereunder, such amount being equal
to the product of the Percentage
Interest of such Certificate and the Class
Certificate Balance of the Class of
Certificates of which such Certificate is a
part.
Certificate Custodian: Initially, Wells Fargo Bank, N.A.;
thereafter
any other Certificate Custodian acceptable
to the Depository and selected by the
Securities Administrator.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of a
Book-Entry Certificate. With respect to
any Definitive Certificate, the
Certificateholder of such Certificate.
Certificate Register: The register maintained pursuant to
Section
6.02.
Certificate Registrar: The registrar appointed pursuant to
Section
6.02.
Certificateholder: The Person in whose name a Certificate is
registered in the Certificate Register,
except that, solely for the purpose of
giving any consent pursuant to this
Agreement, any Certificate registered in the
name of the Depositor, the Master Servicer
or any affiliate thereof shall be
deemed not to be outstanding and the
Percentage Interest and Voting Rights
evidenced thereby shall not be taken into
account in determining whether the
requisite amount of Percentage Interests or
Voting Rights, as the case may be,
necessary to effect any such consent has
been obtained, unless such entity is
the registered owner of the entire Class of
Certificates, provided that the
Securities Administrator shall not be
responsible for knowing that any
Certificate is registered in the name of an
affiliate of the Depositor or the
Master Servicer unless one of its
Responsible Officers has actual knowledge
thereof.
Certification: As defined in Section 3.22.
Class: As to the Certificates, the Class 1-A-1, Class 1-A-2,
Class
1-A-3, Class 1-A-R, Class 2-A-1, Class
2-A-2, Class 3-A-1, Class 3-A-2, Class
4-A-1, Class 4-A-2, Class 5-A-1, Class
5-A-2, Class 6-A-1, Class 6-A-2, Class
7-A-1, Class 7-A-2, Class 8-A-1, Class
8-A-2, Class 9-A-1, Class 9-A-2, Class
CB-1, Class CB-2, Class CB-3, Class CB-4,
Class CB-5, Class CB-6, Class DB-1,
Class DB-2, Class DB-3, Class DB-4, Class
DB-5 and Class DB-6 Certificates, as
the case may be.
Class 1-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date
for the CB Crossed Loan Groups, 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-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date for the CB Crossed Loan
Groups, the lesser of (a) the Class
Certificate Balance of the Class 1-A-2
Certificates with respect to such
Distribution Date prior to any reduction for
the Class 1-A-2 Loss Allocation Amount and
(b) the Class 1-A-1 Loss Amount with
respect to such Distribution Date.
Class 2-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date
for the CB Crossed Loan Groups, the
amount, if any, by which the Class
Certificate Balance of the Class 2-A-1
Certificates would be reduced as a result
of the allocation of any reduction
pursuant to Section 5.03(b) to such Class,
without regard to the operation of
Section 5.03(e).
Class 2-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date for the CB Crossed Loan
Groups, the lesser of (a) the Class
Certificate Balance of the Class 2-A-2
Certificates with respect to such
Distribution Date prior to any reduction for
the Class 2-A-2 Loss Allocation Amount and
(b) the Class 2-A-1 Loss Amount with
respect to such Distribution Date.
Class 3-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date
for the CB Crossed Loan Groups, the
amount, if any, by which the Class
Certificate Balance of the Class 3-A-1
Certificates would be reduced as a result
of the allocation of any reduction
pursuant to Section 5.03(b) to such Class,
without regard to the operation of
Section 5.03(e).
Class 3-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date for the CB Crossed Loan
Groups, the lesser of (a) the Class
Certificate Balance of the Class 3-A-2
Certificates with respect to such
Distribution Date prior to any reduction for
the Class 3-A-2 Loss Allocation Amount and
(b) the Class 3-A-1 Loss Amount with
respect to such Distribution Date.
Class 4-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date
for the CB Crossed Loan Groups, the
amount, if any, by which the Class
Certificate Balance of the Class 4-A-1
Certificates would be reduced as a result
of the allocation of any reduction
pursuant to Section 5.03(b) to such Class,
without regard to the operation of
Section 5.03(e).
Class 4-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date for the CB Crossed Loan
Groups, the lesser of (a) the Class
Certificate Balance of the Class 4-A-2
Certificates with respect to such
Distribution Date prior to any reduction for
the Class 4-A-2 Loss Allocation Amount and
(b) the Class 4-A-1 Loss Amount with
respect to such Distribution Date.
Class 5-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date
for the CB Crossed Loan Groups, the
amount, if any, by which the Class
Certificate Balance of the Class 5-A-1
Certificates would be reduced as a result
of the allocation of any reduction
pursuant to Section 5.03(b) to such Class,
without regard to the operation of
Section 5.03(e).
Class 5-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date for the CB Crossed Loan
Groups, the lesser of (a) the Class
Certificate Balance of the Class 5-A-2
Certificates with respect to such
Distribution Date prior to any reduction for
the Class 5-A-2 Loss Allocation Amount and
(b) the Class 5-A-1 Loss Amount with
respect to such Distribution Date.
Class 6-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date
for the CB Crossed Loan Groups, the
amount, if any, by which the Class
Certificate Balance of the Class 6-A-1
Certificates would be reduced as a result
of the allocation of any reduction
pursuant to Section 5.03(b) to such Class,
without regard to the operation of
Section 5.03(e).
Class 6-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date for the CB Crossed Loan
Groups, the lesser of (a) the Class
Certificate Balance of the Class 6-A-2
Certificates with respect to such
Distribution Date prior to any reduction for
the Class 6-A-2 Loss Allocation Amount and
(b) the Class 6-A-1 Loss Amount with
respect to such Distribution Date.
Class 7-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date
for the DB Crossed Loan Groups, the
amount, if any, by which the Class
Certificate Balance of the Class 7-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 7-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date for the DB Crossed Loan
Groups, the lesser of (a) the Class
Certificate Balance of the Class 7-A-2
Certificates with respect to such
Distribution Date prior to any reduction for
the Class 7-A-2 Loss Allocation Amount and
(b) the Class 7-A-1 Loss Amount with
respect to such Distribution Date.
Class 8-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date
for the DB Crossed Loan Groups, the
amount, if any, by which the Class
Certificate Balance of the Class 8-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 8-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date for the DB Crossed Loan
Groups, the lesser of (a) the Class
Certificate Balance of the Class 8-A-2
Certificates with respect to such
Distribution Date prior to any reduction for
the Class 8-A-2 Loss Allocation Amount and
(b) the Class 8-A-1 Loss Amount with
respect to such Distribution Date.
Class 9-A-1 Loss Amount: With respect to any Distribution Date
after
the Senior Credit Support Depletion Date
for the DB Crossed Loan Groups, the
amount, if any, by which the Class
Certificate Balance of the Class 9-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 9-A-2 Loss Allocation Amount: With respect to any
Distribution
Date after the Senior Credit Support
Depletion Date for the DB Crossed Loan
Groups, the lesser of (a) the Class
Certificate Balance of the Class 9-A-2
Certificates with respect to such
Distribution Date prior to any reduction for
the Class 9-A-2 Loss Allocation Amount and
(b) the Class 9-A-1 Loss Amount with
respect to such Distribution Date.
Class B Certificates: The Class CB-1, Class CB-2, Class CB-3,
Class
CB-4, Class CB-5, Class CB-6, Class DB-1,
Class DB-2, Class DB-3, Class DB-4,
Class DB-5 and Class DB-6 Certificates.
Class CB Certificates: The Class CB-1, Class CB-2, Class CB-3,
Class
CB-4, Class CB-5 and Class CB-6
Certificates.
Class Certificate Balance: With respect to any Class of
Certificates
and any date of determination, and subject
to Section 5.03(f), the Initial Class
Certificate Balance of such Class minus (A)
the sum of (i) all distributions of
principal made with respect thereto, (ii)
all reductions in Class Certificate
Balance previously allocated thereto
pursuant to Section 5.03(b) and (iii) in
the case of the Class 1-A-2, Class 2-A-2,
Class 3-A-2, Class 4-A-2, Class 5-A-2,
Class 6-A-2, Class 7-A-2, Class 8-A-2 and
Class 9-A-2 Certificates, any
reduction allocated thereto pursuant to
Section 5.03(e) plus (B) the sum of (i)
all increases in Class Certificate Balance
previously allocated thereto pursuant
to Section 5.03(b) and (ii) in the case of
the Class 1-A-2, Class 2-A-2, Class
3-A-2, Class 4-A-2, Class 5-A-2, Class
6-A-2, Class 7-A-2, Class 8-A-2 and Class
9-A-2 Certificates, any increases allocated
thereto pursuant to Section 5.03(e).
Class DB Certificates: The Class DB-1, Class DB-2, Class DB-3,
Class
DB-4, Class DB-5 and Class DB-6
Certificates.
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class, the amount by which
Accrued Certificate Interest for
such Class (as reduced pursuant to Section
5.02(c)) exceeds the amount of
interest actually distributed on such Class
on such Distribution Date pursuant
to clause (i) of the definition of
"Interest Distribution Amount."
Class Unpaid Interest Shortfall: As to any Distribution Date
and
each interest-bearing Class, the amount by
which the aggregate Class Interest
Shortfalls for such Class on prior
Distribution Dates exceeds the amount of
interest actually distributed on such Class
on such prior Distribution Dates
pursuant to clause (ii) of the definition
of "Interest Distribution Amount."
Closing Date: October 27, 2005.
Code: The Internal Revenue Code of 1986, as amended.
Compensating Interest: With respect to any Distribution Date
and
Servicer and the CB Crossed Loan Groups in
the aggregate and the DB Crossed Loan
Groups in the aggregate, an amount equal to
the lesser of (a) the aggregate
Servicing Fee for such Loan Groups payable
to such Servicer as of the Due Date
in the month preceding the month of such
Distribution Date and (b) the aggregate
of the Prepayment Interest Shortfalls on
the Mortgage Loans serviced by such
Servicer resulting from Principal
Prepayments during the Prior Period relating
to such Loan Groups. To the extent that the
aggregate Prepayment Interest
Shortfall for the CB Crossed Loan Groups
for a Distribution Date exceeds
Compensating Interest for the CB Crossed
Loan Groups, the Compensating Interest
for the CB Crossed Loan Groups for such
Distribution Date shall be allocated
among the CB Crossed Loan Groups in
proportion to the respective Prepayment
Interest Shortfalls relating to the CB
Crossed Loan Groups. To the extent that
the aggregate Prepayment Interest Shortfall
for the DB Crossed Loan Groups for a
Distribution Date exceeds Compensating
Interest for the DB Crossed Loan Groups,
the Compensating Interest for the DB
Crossed Loan Groups for such Distribution
Date shall be allocated among the DB
Crossed Loan Groups in proportion to the
respective Prepayment Interest Shortfalls
relating to the DB Crossed Loan
Groups.
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-H, or
at such other address as the Trustee may
designate from time to time by notice
to the Certificateholders, the Depositor,
the Securities Administrator and the
Master Servicer. With respect to the
Securities Administrator, the principal
corporate trust office of the Securities
Administrator at which at any
particular time its corporate trust
business with respect to this 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-H, and
for certificate transfer purposes is
located at Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479,
Attention: Corporate Trust Services - BAFC
2005-H, or at such other address as
the Securities Administrator may designate
from time to time by notice to the
Certificateholders, the Depositor, the
Trustee and the Master Servicer.
Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Middle-Tier Interests, the
Corresponding Upper-Tier Class or
Classes as follows:
Uncertificated Middle-Tier Interest
Corresponding
Upper-Tier Class or Classes
-----------------------------------
-----------------------------------------
Class 1-A-M1 Interest
Class 1-A-1, Class 1-A-2 and Class 1-A-3
Certificates
Class 1-A-MUR Interest
Class 1-A-R Certificate
Class 2-A-M1 Interest
Class 2-A-1 and Class 2-A-2 Certificates
Class 3-A-M1 Interest
Class 3-A-1 and Class 3-A-2 Certificates
Class 4-A-M1 Interest
Class 4-A-1 and Class 4-A-2 Certificates
Class 5-A-M1 Interest
Class 5-A-1 and Class 5-A-2 Certificates
Class 6-A-M1 Interest
Class 6-A-1 and Class 6-A-2 Certificates
Class 7-A-M1 Interest
Class 7-A-1 and Class 7-A-2 Certificates
Class 8-A-M1 Interest
Class 8-A-1 and Class 8-A-2 Certificates
Class 9-A-M1 Interest
Class 9-A-1 and Class 9-A-2 Certificates
Class CB-M1 Interest
Class CB-1 Certificates
Class CB-M2 Interest
Class CB-2 Certificates
Class CB-M3 Interest
Class CB-3 Certificates
Class CB-M4 Interest
Class CB-4 Certificates
Class CB-M5 Interest
Class CB-5 Certificates
Class CB-M6 Interest
Class CB-6 Certificates
Class DB-M1 Interest
Class DB-1 Certificates
Class DB-M2 Interest
Class DB-2 Certificates
Class DB-M3 Interest
Class DB-3 Certificates
Class DB-M4 Interest
Class DB-4 Certificates
Class DB-M5 Interest
Class DB-5 Certificates
Class DB-M6 Interest
Class DB-6 Certificates
Countrywide Servicing Agreement: The Master Mortgage Loan
Purchase
and Servicing Agreement, dated as of April
1, 2003, by and between BANA (as
successor in interest to Banc of America
Mortgage Capital Corporation) and
Countrywide Home Loans, Inc., as amended by
(i) that certain Amendment No. 1,
dated as of July 1, 2003, by and among Banc
of America Mortgage Capital
Corporation, Countrywide Home Loans, Inc.
and BANA and (ii) that certain
Amendment No. 2, dated as of September 1,
2004, by and among Banc of America
Mortgage Capital Corporation, Countrywide
Home Loans, Inc. and BANA.
Custodian: Initially, Wells Fargo Bank, N.A., and thereafter
the
Custodian, if any, hereafter appointed by
the Trustee pursuant to Section 9.12.
The Custodian may (but need not) be the
Trustee or any Person directly or
indirectly controlling or controlled by or
under common control of either of
them. None of any Servicer or the
Depositor, or any Person directly or
indirectly controlling or controlled by or
under common control with any such
Person may be appointed Custodian.
Customary Servicing Procedures: With respect to (i) any
Servicer,
procedures (including collection
procedures) that a Servicer customarily employs
and exercises in servicing and
administering mortgage loans for its own account
and which are in accordance with accepted
mortgage servicing practices of
prudent lending institutions servicing
mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in
which the related Mortgaged Properties
are located and (ii) the Master Servicer,
those master servicing procedures that
constitute customary and usual standards of
practice of prudent mortgage loan
master servicers.
Cut-off Date: 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 $42,984,829.74 for Loan
Group 1, $228,519,810.11 for Loan
Group 2, $31,738,248.34 for Loan Group 3,
$88,633,326.16 for Loan Group 4,
$15,463,112.49 for Loan Group 5,
$54,864,046.57 for Loan Group 6,
$156,104,523.23 for Loan Group 7,
$99,733,466.15 for Loan Group 8 and
$99,159,730.41 for Loan Group 9.
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.
DB Crossed Group: Any of Group 7, Group 8 or Group 9.
DB Crossed Loan Group: Any of Loan Group 7, Loan Group 8 or
Loan
Group 9.
DB Crossed Loan Group Senior Percentage: With respect to any
Distribution Date, the percentage, carried
six places rounded up, obtained by
dividing the aggregate Class Certificate
Balance of the Senior Certificates of
the DB Crossed Groups immediately prior to
such Distribution Date by the
aggregate Pool Stated Principal Balance of
the DB Crossed Loan Groups with
respect to such Distribution Date.
DB Crossed Loan Group Subordinate Percentage: As to any
Distribution
Date, the aggregate Class Certificate
Balance of the Class DB Certificates
divided by the aggregate Pool Stated
Principal Balance for the DB Crossed Loan
Groups.
DB Lower-Tier Certificate Sub-Account: The sub-account of the
Distribution Account designated by the
Securities Administrator pursuant to
Section 3.09(g).
DB Lower-Tier Distribution Amount: As defined in Section
5.02(a)
hereof.
DB Lower-Tier REMIC: As defined in the Preliminary Statement,
the
assets of which consist of the Group 7,
Group 8 and Group 9 Mortgage Loans, such
amounts as shall be held in Sub-Account DB,
the insurance policies, if any,
relating to a Group 7, Group 8 or Group 9
Mortgage Loan and property which
secured a Group 7, Group 8 or Group 9
Mortgage Loan and which has been acquired
by foreclosure or deed in lieu of
foreclosure.
DB Subordinate Balance Ratio: As of any date of determination,
the
ratio among the principal balances of the
Class 7-LS Interest, Class 8-LS
Interest and Class 9-LS Interest, equal to
the ratio among the Group Subordinate
Amount of Loan Group 7, the Group
Subordinate Amount of Loan Group 8 and the
Group Subordinate Amount of Loan Group
9.
DB Uncertificated Lower-Tier Interest: Any of the Class 7-L
Interest, Class 7-LS Interest, Class 8-L
Interest, Class 8-LS Interest, Class
9-L Interest or Class 9-LS Interest.
DB Principal Prepayment Amount: As to any Distribution Date and
each
of Loan Group 7, Loan Group 8 and Loan
Group 9, the sum of all Principal
Prepayments on the Mortgage Loans in such
Loan Group received during the Prior
Period.
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, as
defined in the applicable Servicing
Agreement.
Distribution Account: The Eligible Account created and maintained
by
the Securities Administrator pursuant to
Section 3.09(a) in the name of the
Securities Administrator, on behalf of the
Trustee, for the benefit of the
Certificateholders and designated "Wells
Fargo Bank, N.A., as Securities
Administrator for Wachovia Bank, National
Association, as Trustee, in trust for
registered holders of Banc of America
Funding Corporation Mortgage Pass-Through
Certificates, Series 2005-H." The
Distribution Account shall be deemed to
consist of thirteen sub-accounts; one for
each of the Loan Groups (the "Loan
Group 1 Sub-Account," "Loan Group 2
Sub-Account," "Loan Group 3 Sub-Account,"
"Loan Group 4 Sub-Account," "Loan Group 5
Sub-Account," "Loan Group 6
Sub-Account," "Loan Group 7 Sub-Account,"
"Loan Group 8 Sub-Account" and "Loan
Group 9 Sub-Account") and one for each of
the CB Lower-Tier Certificate
Sub-Account, the DB Lower-Tier Certificate
Sub-Account, the Middle-Tier
Certificate Sub-Account and the Upper-Tier
Certificate Sub-Account. Funds in the
Distribution Account shall be held in trust
for the Holders of the Certificates
for the uses and purposes set forth in this
Agreement.
Distribution Date: The 20th day of each month beginning in
November
2005 (or, if such day is not a Business
Day, the next Business Day).
Due Date: As to any Distribution Date and each Mortgage Loan,
the
first day in the calendar month of such
Distribution Date.
Eligible Account: Any of (i) an account or accounts maintained
with
a federal or state chartered depository
institution or trust company the
short-term unsecured debt obligations of
which (or, in the case of a depository
institution or trust company that is the
principal subsidiary of a holding
company, the debt obligations of such
holding company) have the highest
short-term ratings of each Rating Agency at
the time any amounts are held on
deposit therein, or (ii) an account or
accounts in a depository institution or
trust company in which such accounts are
insured by the FDIC (to the limits
established by the FDIC) and the uninsured
deposits in which accounts are
otherwise secured such that, as evidenced
by an Opinion of Counsel delivered to
the Trustee, the Securities Administrator
and to each Rating Agency, the
Certificateholders have a claim with
respect to the funds in such account or a
perfected first priority security interest
against any collateral (which shall
be limited to Permitted Investments)
securing such funds that is superior to
claims of any other depositors or creditors
of the depository institution or
trust company in which such account is
maintained, or (iii) a trust account or
accounts maintained with the trust
department of a federal or state chartered
depository institution or trust company
(including the Trustee and the
Securities Administrator), acting in its
fiduciary capacity or (iv) any other
account acceptable to each Rating Agency.
Eligible Accounts may bear interest
and may include, if otherwise qualified
under this definition, accounts
maintained with the Trustee or the
Securities Administrator.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: Any of the Class CB-4, Class
CB-5,
Class CB-6, Class DB-4, Class DB-5 and
Class DB-6 Certificates.
Escrow Account: As defined in Section 3.08(b).
Escrow Payments: The amounts constituting taxes, assessments,
Primary Mortgage Insurance Policy premiums,
fire and hazard insurance premiums
and other payments as may be required to be
escrowed by the Mortgagor with the
mortgagee pursuant to the terms of any
Mortgage Note or Mortgage.
Events of Default: As defined in Section 8.01.
Excess Proceeds: With respect to any Liquidated Mortgage Loan,
the
amount, if any, by which the sum of any
Liquidation Proceeds of such Mortgage
Loan received in the calendar month in
which such Mortgage Loan became a
Liquidated Mortgage Loan, net of any
amounts previously reimbursed to the
applicable Servicer as Nonrecoverable
Advance(s) with respect to such Mortgage
Loan pursuant to Section 3.11(a)(iv),
exceeds (i) the unpaid principal balance
of such Liquidated Mortgage Loan as of the
Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage
Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due
Date as to which interest was last paid
or for which a Periodic Advance was made
(and not reimbursed) up to the Due Date
applicable to the Distribution Date
immediately following the calendar month
during which such liquidation occurred.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any
successor
thereto.
Final Distribution Date: The Distribution Date on which the
final
distribution in respect of some or all of
the Certificates 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.
FNMA: Fannie Mae, or any successor thereto.
Form 10-K: As defined in Section 3.22.
Fractional Interest: As defined in Section 5.02(d).
Gross Margin: As to each Mortgage Loan, the fixed percentage
set
forth in the related Mortgage Note and
indicated in the Mortgage Loan Schedule
as the "Gross Margin," which percentage is
added to the Index on each Rate
Adjustment Date to determine (subject to
rounding, the Periodic Cap and the Rate
Ceiling) the Mortgage Interest Rate on such
Mortgage Loan until the next Rate
Adjustment Date.
Group: Any of Group 1, Group 2, Group 3, Group 4, Group 5, Group
6,
Group 7, Group 8 or Group 9.
Group 1: The Group 1 Senior Certificates.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1
hereto.
Group 1 Senior Certificates: Class 1-A-1, Class 1-A-2, Class
1-A-3
and Class 1-A-R Certificates.
Group 2: The Group 2 Senior Certificates.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2
hereto.
Group 2 Senior Certificates: Class 2-A-1 and Class 2-A-2
Certificates.
Group 3: The Group 3 Senior Certificates.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3
hereto.
Group 3 Senior Certificates: Class 3-A-1 and Class 3-A-2
Certificates.
Group 4: The Group 4 Senior Certificates.
Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-4
hereto.
Group 4 Senior Certificates: Class 4-A-1 and Class 4-A-2
Certificates.
Group 5: The Group 5 Senior Certificates.
Group 5 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-5
hereto.
Group 5 Senior Certificates: Class 5-A-1 and Class 5-A-2
Certificates.
Group 6: The Group 6 Senior Certificates.
Group 6 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-6
hereto.
Group 6 Senior Certificates: Class 6-A-1 and Class 6-A-2
Certificates.
Group 7: The Group 7 Senior Certificates.
Group 7 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-7
hereto.
Group 7 Senior Certificates: Class 7-A-1 and Class 7-A-2
Certificates.
Group 8: The Group 8 Senior Certificates.
Group 8 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-8
hereto.
Group 8 Senior Certificates: Class 8-A-1 and Class 8-A-2
Certificates.
Group 9: The Group 9 Senior Certificates.
Group 9 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-9
hereto.
Group 9 Senior Certificates: Class 9-A-1 and Class 9-A-2
Certificates.
Group Subordinate Amount: With respect to any Distribution Date
and
any Loan Group, the excess of the Pool
Stated Principal Balance for such Loan
Group over the aggregate Class Certificate
Balance of the Senior Certificates of
the Related Group immediately prior to such
date.
Holder: A Certificateholder.
Independent: When used with respect to any specified Person
means
such a Person who (i) is in fact
independent of the Depositor, the Trustee, the
Securities Administrator, the Master
Servicer and the Servicers, (ii) does not
have any direct financial interest or any
material indirect financial interest
in the Depositor, the Trustee, the
Securities Administrator, the Master Servicer
or the Servicers or in an affiliate of any
of them, and (iii) is not connected
with the Depositor, the Trustee, the
Securities Administrator, the Master
Servicer or the Servicers as an officer,
employee, promoter, underwriter,
trustee, partner, director or person
performing similar functions.
Index: As to any Mortgage Loan and Rate Adjustment Date, either
of
the Six-Month LIBOR Index or One-Year LIBOR
Index. The Index applicable to each
Mortgage Loan will be indicated on the
Mortgage Loan Schedule. In the event that
any such Index is no longer available, the
applicable Servicer will select a
substitute Index in accordance with the
terms of the related Mortgage Note and
in compliance with federal and state
law.
Initial Class Certificate Balance: As to each Class of
Certificates,
the Class Certificate Balance set forth in
the Preliminary Statement.
Insurance Policy: With respect to any Mortgage Loan included in
the
Trust Estate, any related insurance policy,
including all riders and
endorsements thereto in effect, including
any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than
any amount included in such Insurance
Proceeds in respect of Insured
Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or
any
other insurance policy with respect to the
Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each
Class
of Certificates, 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.
Interest Distribution Amount: For any Distribution Date and
each
interest-bearing Class, the sum of (i) the
Accrued Certificate Interest, subject
to reduction pursuant to Section 5.02(c)
and (ii) any Class Unpaid Interest
Shortfall for such Class.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (including any REO
Property) that was liquidated in the
Prior Period and as to which the applicable
Servicer has certified (in
accordance with the applicable Servicing
Agreement) that it has received all
proceeds it expects to receive in
connection with the liquidation of such
Mortgage Loan including the final
disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or
complete liquidation of defaulted
Mortgage Loans, whether through trustee's
sale, foreclosure sale or otherwise or
amounts received in connection with any
condemnation or partial release of a
Mortgaged Property and any other proceeds
received in connection with an REO
Property, less the sum of related
unreimbursed Servicing Fees and Advances.
Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3,
Loan
Group 4, Loan Group 5, Loan Group 6, Loan
Group 7, Loan Group 8 or Loan Group 9.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan Group 4: The Group 4 Mortgage Loans.
Loan Group 5: The Group 5 Mortgage Loans.
Loan Group 6: The Group 6 Mortgage Loans.
Loan Group 7: The Group 7 Mortgage Loans.
Loan Group 8: The Group 8 Mortgage Loans.
Loan Group 9: The Group 9 Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any
date
of determination, the fraction, expressed
as a percentage, the numerator of
which is the outstanding principal balance
of the related Mortgage Loan at
origination and the denominator of which is
the Appraised Value of the related
Mortgaged Property.
Lower-Tier REMICs: The CB Lower-Tier REMIC and the DB
Lower-Tier
REMIC.
Master Servicer: Wells Fargo Bank, N.A., and its
successors-in-interest and, if a successor
master servicer is appointed
hereunder, such successor, as master
servicer.
Master Servicer Custodial Account: The account or accounts
created
and maintained by the Master Servicer
pursuant to Section 3.09(b) which must be
an Eligible Account.
Master Servicer Custodial Account Reinvestment Income: For each
Distribution Date, all income and gains net
of any losses realized since the
preceding Distribution Date from Permitted
Investments of funds in the Master
Servicer Custodial Account.
Master Servicer Indemnified Parties: As defined in Section
3.22(c).
Master Servicer's Certificate: The monthly report required of
the
Master Servicer pursuant to Section
4.01.
Master Servicing Fee: With respect to each Mortgage Loan and
Distribution Date, the amount of the fee
payable to the Master Servicer, which
shall, for such Distribution Date, be equal
to one-twelfth of the product of the
Master Servicer Fee Rate with respect to
such Mortgage Loan and the Stated
Principal Balance of such Mortgage Loan.
Such fee shall be payable monthly,
computed on the basis of the same Stated
Principal Balance and period respecting
which any related interest payment on a
Mortgage Loan is computed.
Master Servicing Fee Rate: With respect to each Mortgage Loan,
0.005% per annum.
Master Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the
administration and master servicing of the
Mortgage Loans whose name appears on a list
of servicing officers furnished to
the Securities Administrator by the Master
Servicer, as such list may from time
to time be amended.
Master Servicing Transfer Costs: All reasonable costs and
expenses
(including attorney's fees) incurred by the
Trustee or a successor master
servicer in connection with the transfer of
master servicing or servicing from a
predecessor master servicer, including,
without limitation, any costs or
expenses associated with the complete
transfer of all master servicing data or
servicing data and the completion,
correction or manipulation of such master
servicing data or servicing data as may be
required by the Trustee or successor
master servicer to correct any errors or
insufficiencies in the master servicing
data or servicing data or otherwise to
enable the Trustee or a successor master
servicer to master service or service, as
the case may be, the applicable
Mortgage Loans properly and
effectively.
MERS: As defined in Section 2.01(b)(iii).
Middle-Tier Certificate Sub-Account: The sub-account of the
Distribution Account designated by the
Securities Administrator pursuant to
Section 3.09(g).
Middle-Tier Distribution Amount: As defined in Section 5.02(a)
hereof.
Middle-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the
Uncertificated Lower-Tier Interests.
Monthly Form 8-K: As defined in Section 3.22.
Monthly Payment: The scheduled monthly payment on a Mortgage
Loan
due on any Due Date allocable to principal
and/or interest on such Mortgage Loan
which, unless otherwise specified herein,
shall give effect to any related Debt
Service Reduction and any Deficient
Valuation that affects the amount of the
monthly payment due on such Mortgage
Loan.
Mortgage: The mortgage, deed of trust or other instrument creating
a
first lien on a Mortgaged Property securing
a Mortgage Note or creating a first
lien on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan
and any additional documents required
to be added to the Mortgage File pursuant
to this Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum
rate
of interest at which interest accrues on
the principal balance of such Mortgage
Loan, as adjusted from time to time in
accordance with the provisions of the
related Mortgage Note, which rate is (a)
prior to the first Rate Adjustment Date
for each such Mortgage Loan, the initial
Mortgage Interest Rate for such
Mortgage Loan indicated on the Mortgage
Loan Schedule and (b) from and after
such Rate Adjustment Date, the sum of the
applicable Index, as of the Rate
Adjustment Date applicable to such Due
Date, and the Gross Margin, rounded as
set forth in such Mortgage Note, subject to
the Periodic Cap and the Rate
Ceiling applicable to such Mortgage Loan at
any time during the life of such
Mortgage Loan.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated October 27, 2005, between
BANA, as seller, and the Depositor,
as purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time
to
time amended by the Master Servicer to
reflect the addition of Substitute
Mortgage Loans and the deletion of
Defective Mortgage Loans pursuant to the
provisions of this Agreement) transferred
to the Trustee as part of the Trust
Estate and from time to time subject to
this Agreement, attached hereto as
Exhibit D-1, Exhibit D-2, Exhibit D-3,
Exhibit D-4, Exhibit D-5, Exhibit D-6,
Exhibit D-7, Exhibit D-8 and Exhibit D-9
setting forth the following information
with respect to each Mortgage Loan: (i) the
Mortgage Loan identifying number;
(ii) a code indicating whether the
Mortgaged Property is owner-occupied; (iii)
the property type for each Mortgaged
Property; (iv) the original months to
maturity or the remaining months to
maturity from the Cut-off Date; (v) the
Loan-to-Value Ratio at origination; (vi)
the Mortgage Interest Rate as of the
Cut-off Date; (vii) the date on which the
first Monthly Payment was due on the
Mortgage Loan, and, if such date is not the
Due Date currently in effect, such
Due Date; (viii) the stated maturity date;
(ix) the amount of the Monthly
Payment as of the Cut-off Date; (x) the
paid-through date; (xi) the original
principal amount of the Mortgage Loan;
(xii) the principal balance of the
Mortgage Loan as of the close of business
on the Cut-off Date, after application
of payments of principal due on or before
the Cut-off Date, whether or not
collected, and after deduction of any
payments collected of scheduled principal
due after the Cut-off Date; (xiii) a code
indicating the purpose of the Mortgage
Loan; (xiv) a code indicating the
documentation style; (xv) the Appraised Value;
(xvi) the first Rate Adjustment Date;
(xvii) the Rate Ceiling; (xviii) the
Periodic Cap; (xix) the Gross Margin; (xx)
the Index; (xxi) the closing date of
such Mortgage Loan; (xxii) the Originator
of such Mortgage Loan; (xxiii) the
Servicer of such Mortgage Loan as of the
Cut-off Date and (xxiv) the PMI Policy
Fee Rate for such Mortgage Loan. With
respect to the CB Crossed Loan Group
Mortgage Loans and DB Crossed Loan Group
Mortgage Loans in the aggregate, the
Mortgage Loan Schedule shall set forth the
following information, as of the
Cut-off Date: (i) the number of Mortgage
Loans; (ii) the current aggregate
outstanding principal balance of the
Mortgage Loans; (iii) the weighted average
Mortgage Interest Rate of the Mortgage
Loans; and (iv) the weighted average
months to maturity of the Mortgage
Loans.
Mortgage Loans: Such of the mortgage loans transferred and
assigned
to the Trustee pursuant to Section 2.01 as
from time to time are held as a part
of the Trust Estate (including any
Substitute Mortgage Loans and REO Property),
the Mortgage Loans originally so held being
identified in the Mortgage Loan
Schedule.
Mortgage Note: The originally executed note or other evidence
of
indebtedness evidencing the indebtedness of
a Mortgagor under a Mortgage Loan,
together with all riders thereto and
amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which may include Cooperative Stock
or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Interest Rate: As to any Mortgage Loan and
Distribution
Date, such Mortgage Loan's Mortgage
Interest Rate thereon on the first day of
the month preceding the month of the
related Distribution Date reduced by the
applicable Administrative Fee Rate for such
Mortgage Loans.
Net WAC: As to any Loan Group and any Distribution Date, the
weighted average of the Net Mortgage
Interest Rates of the Mortgage Loans in
such Loan Group (based on Stated Principal
Balances of the Mortgage Loans in
such Loan Group on the Due Date in the
month preceding the month of such
Distribution Date).
Non-Supported Interest Shortfalls: As to any Distribution Date
and
(i) the CB Crossed Loan Groups, the amount,
if any, by which the aggregate of
Prepayment Interest Shortfalls for the CB
Crossed Loan Groups exceeds
Compensating Interest for the CB Crossed
Loan Groups for such Distribution Date
and (ii) the DB Crossed Loan Groups, the
amount, if any, by which the aggregate
of Prepayment Interest Shortfalls for the
DB Crossed Loan Groups exceeds
Compensating Interest for the DB Crossed
Loan Groups for such Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made
or
proposed to be made in respect of a
Mortgage Loan which has not been previously
reimbursed and which, in the good faith
judgment of the applicable Servicer will
not or, in the case of a proposed Advance,
would not be ultimately recoverable
from the related Mortgagor, related
Liquidation Proceeds, Insurance Proceeds or
other recoveries in respect of the related
Mortgage Loan.
NYCEMA: A New York Consolidation, Extension and Modification
Agreement.
Offered Certificates: The Senior Certificates and the Class
CB-1,
Class CB-2, Class CB-3, Class DB-1, Class
DB-2 and Class DB-3 Certificates.
Officer's Certificate: A certificate signed by the Chairman of
the
Board, Vice Chairman of the Board,
President or a Vice President and by the
Treasurer, the Secretary or one of the
Assistant Treasurers or Assistant
Secretaries, or any other duly authorized
officer of the Depositor or the Master
Servicer, as the case may be, and delivered
to the Trustee or the Securities
Administrator, as the case may be.
One-Year LIBOR Index: A rate per annum that is defined to be
the
average of interbank offered rates for
one-year U.S. dollar-denominated deposits
in the London market, as published in The
Wall Street Journal and most recently
available either (i) as of the first
Business Day in the month preceding the
month of the applicable Rate Adjustment
Date or (ii) up to the date 45 days
before the applicable Rate Adjustment
Date.
Opinion of Counsel: A written opinion of counsel acceptable to
the
Trustee if such opinion is delivered to the
Trustee, or acceptable to the
Securities Administrator if such opinion is
delivered to the Securities
Administrator, who may be counsel for the
Depositor or the Master Servicer,
except that any opinion of counsel relating
to the qualification of the Trust
Estate as four separate REMICs or
compliance with the REMIC Provisions must be
an opinion of Independent counsel.
Original Fractional Interest: With respect to each of the
following
Classes of Subordinate Certificates, the
corresponding percentage described
below, as of the Closing Date:
Class CB-1
2.25%
Class CB-2
1.50%
Class CB-3
1.00%
Class CB-4
0.55%
Class CB-5
0.20%
Class CB-6
0.00%
Class DB-1
2.90%
Class DB-2
1.90%
Class DB-3
1.30%
Class DB-4
0.75%
Class DB-5
0.30%
Class DB-6
0.00%
Original Subordinate Certificate Balance: $19,647,273.00 for
the
Class CB Certificates and $21,300,719.00
for the Class DB Certificates.
Originator: For each Mortgage Loan, the Person listed on the
Mortgage Loan Schedule as the
originator.
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
which
was not the subject of a Principal
Prepayment in Full prior to such Due Date,
which did not become a Liquidated Mortgage
Loan prior to such Due Date and which
was not purchased from the Trust prior to
such Due Date pursuant to Sections
2.02 or 2.04.
Ownership Interest: As to any Certificate, any ownership or
security
interest in such Certificate, including any
interest in such Certificate as the
Holder thereof and any other interest
therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As to each Class of interest-bearing
Certificates, the per annum rate set forth
or described in the Preliminary
Statement.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate, the percentage
obtained
by dividing the initial Certificate Balance
of such Certificate by the Initial
Class Certificate Balance 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.
Periodic Cap: For each Mortgage Loan, the applicable limit on
adjustment of the Mortgage Interest Rate
for each Rate Adjustment Date specified
in the applicable Mortgage Note and
designated as such in the Mortgage Loan
Schedule.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the
United
States, FHLMC, FNMA or any agency or instrumentality of the
United
States
when such obligations are backed by the full faith and credit
of
the United
States; provided that such obligations of FHLMC or FNMA shall
be limited
to senior debt obligations and mortgage participation
certificates other than investments in mortgage-backed or
mortgage
participation securities with yields evidencing extreme sensitivity
to the
rate of
principal payments on the underlying mortgages, which shall not
constitute
Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause
(i)
maturing
not more than one month from the date of acquisition thereof
with
a
corporation incorporated under the laws of the United States or
any
state thereof rated not
lower than "A-1+" by S&P and "F1" by Fitch;
(iii) federal funds, certificates of deposit, demand deposits,
time
deposits
and bankers' acceptances (which shall each have an original
maturity
of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more
than 365
days or a
remaining maturity of more than 30 days) denominated in United
States
dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state
thereof,
rated not
lower than "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 "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 either "AAAm" or "AAAm G" by S&P and "AAA"
by
Fitch (if
rated by Fitch) or otherwise approved in writing by each Rating
Agency;
and
(vi) other obligations or securities that are acceptable to
each
Rating
Agency and, as evidenced by an Opinion of Counsel obtained by
the
Master
Servicer or Securities Administrator, as the case may be, will
not
affect the
qualification of the Trust Estate as four separate REMICs;
provided, however, that no instrument shall
be a Permitted Investment if it
represents either (a) the right to receive
only interest payments with respect
to the underlying debt instrument or (b)
the right to receive both principal and
interest payments derived from obligations
underlying such instrument and the
principal and interest with respect to such
instrument provide a yield to
maturity greater than 120% of the yield to
maturity at par of such underlying
obligations.
Permitted Transferee: Any Person other than (i) the United
States,
or any State or any political subdivision
thereof, or any agency or
instrumentality of any of the foregoing,
(ii) a foreign government,
international organization or any agency or
instrumentality of either of the
foregoing, (iii) an organization which is
exempt from tax imposed by Chapter 1
of the Code (including the tax imposed by
Section 511 of the Code on unrelated
business taxable income) (except certain
farmers' cooperatives described in Code
Section 521), (iv) rural electric and
telephone cooperatives described in Code
Section 1381(a)(2)(C), (v) a Person with
respect to whom the income on a
Residual Certificate is allocable to a
foreign permanent establishment or fixed
base, within the meaning of an applicable
income tax treaty, of such Person or
any other U.S. Person, and (vi) any other
Person so designated by the Master
Servicer based on an Opinion of Counsel to
the effect that any transfer to such
Person may cause the Trust or any other
Holder of a Residual Certificate to
incur tax liability that would not be
imposed other than on account of such
transfer. The terms "United States,"
"State" and "international organization"
shall have the meanings set forth in Code
Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association,
joint-stock company, trust,
unincorporated organization or government
or any agency or political subdivision
thereof.
Physical Certificates: The Class 1-A-R, Class CB-4, Class CB-5,
Class CB-6, Class DB-4, Class DB-5 and
Class DB-6 Certificates.
Plan: As defined in Section 6.02(e).
PMI Policy: A Primary Mortgage Insurance Policy, the premium
for
which is paid by the related Servicer from
the interest portion of the related
Monthly Payment.
PMI Policy Fee Rate: With respect to the Mortgage Loan covered by
a
PMI Policy, the rate indicated on the
Mortgage Loan Schedule for such Mortgage
Loan.
Pool Distribution Amount: As to any Distribution Date and Loan
Group, the excess of (a) the sum of (i) the
aggregate of (A) the interest
portion of any Monthly Payment on a
Mortgage Loan in such Loan Group 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(c)(vi);
(ii) all Liquidation Proceeds received
on the Mortgage Loans in such Loan Group
during the preceding calendar month and
deposited to the Master Servicer Custodial
Account pursuant to Section
3.09(c)(iii); (iii) all Principal
Prepayments received on the Mortgage Loans in
such Loan Group during the month preceding
the month of such Distribution Date
and deposited to the Master Servicer
Custodial Account pursuant to Section
3.09(c)(i) during such period; (iv) in
connection with any Mortgage Loans that
are Defective Mortgage Loans in such Loan
Group, the aggregate of the Purchase
Prices and Substitution Adjustment Amounts
remitted on the related Remittance
Date pursuant to Section 3.09(c)(vii); (v)
any other amounts in the Master
Servicer Custodial Account deposited
therein pursuant to Section 3.09(c)(iv),
(v) and (viii) in respect of such
Distribution Date and such Loan Group; (vi)
any Reimbursement Amount required to be
included pursuant to Section 5.02(a);
and (vii) any Recovery with respect to such
Distribution Date over (b) any
amounts permitted to be withdrawn from the
Master Servicer Custodial Account
pursuant to clauses (i) through (viii),
inclusive, of Section 3.11(a) in respect
of such Loan Group.
Pool Stated Principal Balance: As to any Distribution Date and
Loan
Group, the aggregate Stated Principal
Balance of all Mortgage Loans in such Loan
Group that were Outstanding Mortgage Loans
immediately following the Due Date in
the month preceding the month in which such
Distribution Date occurs.
Prepayment Interest Shortfall: As to any Distribution Date and
each
Mortgage Loan subject to a Principal
Prepayment received during the Prior
Period, the amount, if any, by which one
month's interest at the related
Mortgage Interest Rate (net of the
Servicing Fee Rate) on such Principal
Prepayment exceeds the amount of interest
paid in connection with such Principal
Prepayment.
Primary Mortgage Insurance Policy: Each policy of primary
mortgage
guaranty insurance or any replacement
policy therefor with respect to any
Mortgage Loan, in each case issued by an
insurer acceptable to FNMA or FHLMC.
Principal Amount: As to any Distribution Date and Loan Group,
the
sum of (i) the sum of (a) the principal
portion of each Monthly Payment due on
each Mortgage Loan in such Loan Group on
the related Due Date, (b) the Stated
Principal Balance, as of the date of
repurchase, of (i) each Mortgage Loan in
such Loan Group that was repurchased by a
Servicer pursuant to the applicable
Servicing Agreement as of such Distribution
Date, (ii) any Mortgage Loan
repurchased by the Seller pursuant to the
Mortgage Loan Purchase Agreement or a
Purchase Obligation as of such Distribution
Date, (iii) any Mortgage Loan
repurchased by the Depositor pursuant to a
Purchase Obligation as of such
Distribution Date or (iv) any Mortgage Loan
purchased pursuant to Section 10.01
hereof, (c) any Substitution Adjustment
Amount in connection with a Defective
Mortgage Loan in such Loan Group received
during the Prior Period, (d) any
Liquidation Proceeds allocable to
recoveries of principal of Mortgage Loans in
such Loan Group that are not yet Liquidated
Mortgage Loans received by a
Servicer during the Prior Period, (e) with
respect to each Mortgage Loan in such
Loan Group that became a Liquidated
Mortgage Loan during the Prior Period, the
amount of Liquidation Proceeds (excluding
Excess Proceeds) allocable to
principal received by a Servicer with
respect to such Mortgage Loan during such
Prior Period and (f) all Principal
Prepayments on the Mortgage Loans in such
Loan Group received by a Servicer during
the Prior Period and (ii) any Recovery
related to such Loan Group for such
Distribution Date.
Principal Prepayment: With respect to each Mortgage Loan, any
payment or other recovery of principal on a
Mortgage Loan (other than
Liquidation Proceeds) which is received in
advance of its scheduled Due Date and
is not accompanied by an amount of interest
representing scheduled interest due
on any date or dates in any month or months
subsequent to the month of
prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the
entire
principal balance of a Mortgage Loan.
Prior Period: With respect to any Distribution Date, the
calendar
month immediately preceding the month of
such Distribution Date.
Private Certificates: The Class CB-4, Class CB-5, Class CB-6,
Class
DB-4, Class DB-5 and Class DB-6
Certificates.
Pro Rata Share: As to any Distribution Date and any Class of
Subordinate Certificates, the portion of
the Subordinate Principal Distribution
Amounts allocable to such Class, equal to
the sum of (i) the product of the
amounts determined in accordance with
clause (i) of the Subordinate Principal
Distribution Amounts and a fraction, the
numerator of which is the related Class
Certificate Balance thereof and the
denominator of which is the aggregate Class
Certificate Balance of the Subordinate
Certificates and (ii) if such class is
not a Restricted Class, the product of the
amounts determined in accordance with
clause (ii) of the Subordinate Principal
Distribution Amounts for such
Distribution Date and a fraction, the
numerator of which is the related Class
Certificate Balance thereof and the
denominator of which is the aggregate Class
Certificate Balance of the Subordinate
Certificates that are not Restricted
Classes. The Pro Rata Share of a Restricted
Class shall be 0% with respect to
clause (ii) hereof.
Purchase Obligation: An obligation of the Seller or the Depositor
to
purchase Mortgage Loans under the
circumstances and in the manner provided in
Section 2.02 or 2.04.
Purchase Price: With respect to each Mortgage Loan that was a
Defective Mortgage Loan repurchased on any
date pursuant to Sections 2.02 or
2.04, an amount equal to the sum of (i) the
Stated Principal Balance of the
Mortgage Loan, (ii) interest on such Stated
Principal Balance at the Mortgage
Interest Rate from the date on which
interest has last been paid and distributed
through the last day of the month in which
such repurchase takes place and (iii)
any costs and damages incurred by the Trust
in connection with any violation by
such repurchased Mortgage Loan of any
predatory or abusive lending law, less (x)
amounts received or advanced in respect of
such repurchased Mortgage Loan which
are being held in the applicable Servicer
Custodial Account for distribution in
the month of repurchase and (y) if the
Person repurchasing such Mortgage Loan is
servicing such Mortgage Loan under the
related Servicing Agreement, the
Servicing Fee for such Mortgage Loan.
Rate Adjustment Date: As to each Mortgage Loan, the Due Date on
which an adjustment to the Mortgage
Interest Rate of such Mortgage Loan becomes
effective under the related Mortgage
Note.
Rate Ceiling: The
maximum per annum Mortgage Interest Rate permitted
under the related Mortgage Note and
indicated on the Mortgage Loan Schedule.
Rating Agency: Each of Fitch and S&P. If either such
organization or
a successor is no longer in existence,
"Rating Agency" shall be such nationally
recognized statistical rating organization,
or other comparable Person, as is
designated by the Depositor, notice of
which designation shall be given to the
Trustee, the Master Servicer and the
Securities Administrator. References herein
to a given rating or rating category of a
Rating Agency shall mean such rating
category without giving effect to any
modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan,
an
amount as of the date of such liquidation,
equal to (i) the unpaid principal
balance of the Liquidated Mortgage Loan as
of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest
Rate from the Due Date as to which
interest was last paid or advanced (and not
reimbursed) to Certificateholders up
to the Due Date in the month in which
Liquidation Proceeds are required to be
distributed on the Stated Principal Balance
of such Liquidated Mortgage Loan
from time to time, minus (iii) the
Liquidation Proceeds, if any, received during
the month in which such liquidation
occurred, to the extent applied as
recoveries of interest at the Net Mortgage
Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to
each Mortgage Loan that has become the
subject of a Deficient Valuation, if the
principal amount due under the related
Mortgage Note has been reduced, the
difference between the principal balance of
the Mortgage Loan outstanding immediately
prior to such Deficient Valuation and
the principal balance of the Mortgage Loan
as reduced by the Deficient
Valuation. With respect to each Mortgage
Loan that has become the subject of a
Debt Service Reduction and any Distribution
Date, the amount, if any, by which
the principal portion of the related
Monthly Payment has been reduced.
Recognition Agreement: With respect to a Cooperative Loan, the
recognition agreement between the
Cooperative and the originator of such
Cooperative Loan.
Record Date: With respect to each Certificate, 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; for Loan Group 2, Group
2;
for Loan Group 3, Group 3; for Loan Group
4, Group 4; for Loan Group 5, Group 5,
for Loan Group 6, Group 6; for Loan Group
7, Group 7; for Loan Group 8, Group 8;
for Loan Group 9, Group 9; for the CB
Crossed Loan Groups, Group 1, Group 2,
Group 3, Group 4, Group 5 and Group 6 and
the Class CB Certificates and for the
DB Crossed Loan Groups, Group 7, Group 8,
Group 9 and the Class DB Certificates.
Related Loan Group: For Group 1, Loan Group 1; for Group 2,
Loan
Group 2; for Group 3, Loan Group 3; for
Group 4, Loan Group 4; for Group 5, Loan
Group 5; for Group 6, Loan Group 6; for
Group 7, Loan Group 7; for Group 8, Loan
Group 8; and for Group 9, Loan Group 9.
Relief Act: The Servicemembers Civil Relief Act.
Relief Act Reduction: With respect to any Distribution Date, for
any
Mortgage Loan as to which there has been a
reduction in the amount of interest
collectible thereon for the most recently
ended calendar month as a result of
the application of the Relief Act or
comparable state legislation, the amount,
if any, by which (i) interest collectible
on such Mortgage Loan for the most
recently ended calendar month is less than
(ii) interest accrued pursuant to the
terms of the Mortgage Note on the same
principal amount and for the same period
as the interest collectible on such
Mortgage Loan for the most recently ended
calendar month.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity
date"
of the Regular Certificates 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 substantially in the form of
Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy which is required to be
maintained from time to time under this
Agreement in respect of such Mortgage
Loan.
Residual Certificate: The Class 1-A-R Certificate.
Responsible Officer: When used with respect to the Trustee or
the
Securities Administrator, any officer of
the Corporate Trust Department of the
Trustee or the Securities Administrator, as
applicable, including any Senior
Vice President, any Vice President, any
Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant
Trust Officer, or any other officer of
the Trustee or Securities Administrator, as
applicable, customarily performing
functions similar to those performed by any
of the above designated officers and
having responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies,
Inc., or any successor thereto.
Securities Administrator: Wells Fargo Bank, N.A., and its
successors-in-interest and, if a successor
securities administrator is appointed
hereunder, such successor, as securities
administrator.
Security Agreement: With respect to a Cooperative Loan, the
agreement or mortgage creating a security
interest in favor of the originator of
the Cooperative Loan in the related
Cooperative Stock.
Seller: Bank of America, National Association, a national
banking
association, or its successor in interest,
as seller of the Mortgage Loans under
the Mortgage Loan Purchase Agreement.
Senior Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-R, Class 2-A-1, Class 2-A-2,
Class 3-A-1, Class 3-A-2, Class 4-A-1,
Class 4-A-2 Class 5-A-1, Class 5-A-2, Class
6-A-1, Class 6-A-2, Class 7-A-1,
Class 7-A-2, Class 8-A-1, Class 8-A-2,
Class 9-A-1 and Class 9-A-2 Certificates.
Senior Credit Support Depletion Date: As to each of the CB
Crossed
Groups, the date on which the aggregate
Class Certificate Balance of the Class
CB Certificates is reduced to zero, and as
to each of the DB Crossed Groups, the
date on which the aggregate Class
Certificate Balance of the Class DB
Certificates is reduced to zero.
Senior Percentage: With respect to any Distribution Date and
Loan
Group, the percentage, carried to six
places rounded up, obtained by dividing
(i) the aggregate Class Certificate Balance
of the Senior Certificates of the
Related Group immediately prior to such
Distribution Date, by (ii) the Pool
Stated Principal Balance of such Loan Group
for such Distribution Date.
Senior Prepayment Percentage: For any Distribution Date and CB
Crossed Loan Group during the seven years
beginning on the first Distribution
Date, 100%. The Senior Prepayment
Percentage for any CB Crossed Loan Group and
for any Distribution Date occurring on or
after the seventh anniversary of the
first Distribution Date will, except as
provided herein, be as follows: for any
Distribution Date in the first year
thereafter, the Senior Percentage for such
CB Crossed Loan Group plus 70% of the
Subordinate Percentage for such CB Crossed
Loan Group for such Distribution Date; for
any Distribution Date in the second
year thereafter, the Senior Percentage for
such CB Crossed Loan Group plus 60%
of the Subordinate Percentage for such CB
Crossed Loan Group for such
Distribution Date; for any Distribution
Date in the third year thereafter, the
Senior Percentage for such CB Crossed Loan
Group plus 40% of the Subordinate
Percentage for such Loan Group for such
Distribution Date; for any Distribution
Date in the fourth year thereafter, the
Senior Percentage for such CB Crossed
Loan Group plus 20% of the Subordinate
Percentage for such CB Crossed Loan Group
for such Distribution Date; and for any
Distribution Date in the fifth or later
years thereafter, the Senior Percentage for
such CB Crossed Loan Group for such
Distribution Date unless (i) on any of the
foregoing Distribution Dates the CB
Crossed Loan Group Senior Percentage
exceeds the initial CB Crossed Loan Group
Senior Percentage, in which case the Senior
Prepayment Percentage for each CB
Crossed Loan Group for such Distribution
Date will once again equal 100%, (ii)
on any Distribution Date before the
Distribution Date occurring in November
2008, the CB Crossed Loan Group Subordinate
Percentage for such Distribution
Date is greater than or equal to twice the
initial CB Crossed Loan Group
Subordinate Percentage, in which case the
Senior Prepayment Percentage for each
Loan Group for such Distribution Date will
equal the Senior Percentage for such
CB Crossed Loan Group plus 50% of the
Subordinate Percentage for such CB Crossed
Loan Group, or (iii) on any Distribution
Date occurring on or after the
Distribution Date in November 2008, the CB
Crossed Loan Group Subordinate
Percentage for such Distribution Date is
greater than or equal to twice the
initial CB Crossed Loan Group Subordinate
Percentage, in which case the Senior
Prepayment Percentage for each CB Crossed
Loan Group for such Distribution Date
will equal the Senior Percentage for such
CB Crossed Loan Group. Notwithstanding
the foregoing, no decrease in the share of
the applicable CB Crossed Loan Group
Subordinate Percentage (for calculating the
applicable Senior Prepayment
Percentage for any CB Crossed Loan Group)
will occur and the Senior Prepayment
Percentage for all CB Crossed Loan Groups
will be calculated without regard to
clause (ii) or (iii) in the preceding
sentence unless both of the Senior Step
Down Conditions for the CB Crossed Loan
Groups are satisfied.
For any Distribution Date and DB Crossed Loan Group during the
seven
years beginning on the first Distribution
Date, 100%. The Senior Prepayment
Percentage for any DB Crossed Loan Group
and for any Distribution Date occurring
on or after the tenth anniversary of the
first Distribution Date will, except as
provided herein, be as follows: for any
Distribution Date in the first year
thereafter, the Senior Percentage for such
DB Crossed Loan Group plus 70% of the
Subordinate Percentage for such DB Crossed
Loan Group for such Distribution
Date; for any Distribution Date in the
second year thereafter, the Senior
Percentage for such DB Crossed Loan Group
plus 60% of the Subordinate Percentage
for such DB Crossed Loan Group for such
Distribution Date; for any Distribution
Date in the third year thereafter, the
Senior Percentage for such DB Crossed
Loan Group plus 40% of the Subordinate
Percentage for such Loan Group for such
Distribution Date; for any Distribution
Date in the fourth year thereafter, the
Senior Percentage for such DB Crossed Loan
Group plus 20% of the Subordinate
Percentage for such DB Crossed Loan Group
for such Distribution Date; and for
any Distribution Date in the fifth or later
years thereafter, the Senior
Percentage for such DB Crossed Loan Group
for such Distribution Date unless (i)
on any of the foregoing Distribution Dates
the DB Crossed Loan Group Senior
Percentage exceeds the initial DB Crossed
Loan Group Senior Percentage, in which
case the Senior Prepayment Percentage for
each DB Crossed Loan Group for such
Distribution Date will once again equal
100%, (ii) on any Distribution Date
before the Distribution Date occurring in
November 2008, the DB Crossed Loan
Group Subordinate Percentage for such
Distribution Date is greater than or equal
to twice the initial DB Crossed Loan Group
Subordinate Percentage, in which case
the Senior Prepayment Percentage for each
Loan Group for such Distribution Date
will equal the Senior Percentage for such
DB Crossed Loan Group plus 50% of the
Subordinate Percentage for such DB Crossed
Loan Group, or (iii) on any
Distribution Date occurring on or after the
Distribution Date in November 2008,
the DB Crossed Loan Group Subordinate
Percentage for such Distribution Date is
greater than or equal to twice the initial
DB Crossed Loan Group Subordinate
Percentage, in which case the Senior
Prepayment Percentage for each DB Crossed
Loan Group for such Distribution Date will
equal the Senior Percentage for such
DB Crossed Loan Group. Notwithstanding the
foregoing, no decrease in the share
of the applicable DB Crossed Loan Group
Subordinate Percentage (for calculating
the applicable Senior Prepayment Percentage
for any DB Crossed Loan Group) will
occur and the Senior Prepayment Percentage
for all DB Crossed Loan Groups will
be calculated without regard to clause (ii)
or (iii) in the preceding sentence
unless both of the Senior Step Down
Conditions for the DB Crossed Loan Groups
are satisfied.
Senior Principal Distribution Amount: As to any Distribution
Date
and Loan Group, the sum of (i) the Senior
Percentage for such Loan Group of the
amounts described in clauses (i)(a) through
(d) of the definition of "Principal
Amount" for such Distribution Date and Loan
Group and (ii) the Senior Prepayment
Percentage for such Loan Group of the
amounts described in clauses (i)(e) and
(f) and the amount described in clause (ii)
of the definition of "Principal
Amount" for such Distribution Date and Loan
Group.
Senior Step Down Conditions: As of any Distribution Date as to
which
any decrease in the Senior Prepayment
Percentage for any CB Crossed Loan Group
applies, (i) the outstanding principal
balance of all Mortgage Loans in the CB
Crossed Loan Groups (including, for this
purpose, any Mortgage Loans in such CB
Crossed Loan Groups in foreclosure, any REO
Property and any Mortgage Loan in
such CB Crossed Loan Groups for which the
Mortgagor has filed for bankruptcy
after the Closing Date) delinquent 60 days
or more (averaged over the preceding
six month period), as a percentage of the
aggregate Class Certificate Balance of
the Class CB Certificates, is not equal to
or greater than 50% or (ii)
cumulative Realized Losses with respect to
the Mortgage Loans in the CB Crossed
Loan Groups as of the applicable
Distribution Date do not exceed the percentages
of the related Original Subordinate
Certificate Balance set forth below:
Percentage of
Original Subordinate
Distribution Date Occurring
Certificate Balance
---------------------------
-------------------
November
2005 through October 2008
20%
November
2008 through October 2013
30%
November
2013 through October 2014
35%
November
2014 through October 2015
40%
November
2015 through October 2016
45%
November
2016 and thereafter
50%
As of any Distribution Date as to which any decrease in the
Senior
Prepayment Percentage for any DB Crossed
Loan Group applies, (i) the outstanding
principal balance of all Mortgage Loans in
the DB Crossed Loan Groups
(including, for this purpose, any Mortgage
Loans in such DB Crossed Loan Groups
in foreclosure, any REO Property and any
Mortgage Loan in such DB Crossed Loan
Groups for which the Mortgagor has filed
for bankruptcy after the Closing Date)
delinquent 60 days or more (averaged over
the preceding six month period), as a
percentage of the aggregate Class
Certificate Balance of the Class DB
Certificates, is not equal to or greater
than 50% or (ii) cumulative Realized
Losses with respect to the Mortgage Loans
in the DB Crossed Loan Groups as of
the applicable Distribution Date do not
exceed the percentages of the related
Original Subordinate Certificate Balance
set forth below:
Percentage of
Original Subordinate
Distribution Date Occurring
Certificate Balance
---------------------------
-------------------
November
2005 through October 2008
20%
November
2008 through October 2013
30%
November
2013 through October 2014
35%
November
2014 through October 2015
40%
November
2015 through October 2016
45%
November
2016 and thereafter
50%
Servicer: Either of BANA or Countrywide Home Loans Servicing
LP,
each in their capacity as servicer of the
Mortgage Loans, or any successor
servicer appointed as herein provided.
Servicer Custodial Accounts: The separate accounts created and
maintained by each of the Servicers
pursuant to the applicable Servicing
Agreement
Servicing Advance: With respect to each Servicer, shall have
the
meaning given to the term "Servicing
Advances" in the applicable Servicing
Agreement.
Servicing Agreements: Either of the BANA Servicing Agreement or
the
Countrywide Servicing Agreement.
Servicing Fee: With respect to each Servicer, as defined in the
applicable Servicing Agreement.
Servicing Fee Rate: With respect to each Servicer, as defined in
the
applicable Servicing Agreement.
Servicing Officer: With respect to each Servicer, as defined in
the
related Servicing Agreement.
Similar Law: As defined in Section 6.02(e).
Six-Month LIBOR Index: A rate per annum that is defined to be
the
average of interbank offered rates for
six-month U.S. dollar-denominated
deposits in the London market, as published
in The Wall Street Journal and most
recently available either (i) as of the
first Business Day in the month
preceding the month of the applicable Rate
Adjustment Date or (ii) up to the
date 45 days before the applicable Rate
Adjustment Date.
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 Certificates: The Class CB and Class DB
Certificates.
Subordinate Percentage: As of any Distribution Date and Loan
Group,
100% minus the Senior Percentage for such
Loan Group for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date
and
Loan Group, 100% minus the Senior
Prepayment Percentage for such Loan Group and
such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, an amount
equal to the sum of (i) the
Subordinate Percentage for such Loan Group
of the amounts described in clauses
(i)(a) through (d) of the definition of
"Principal Amount" for such Distribution
Date and Loan Group and (ii) the
Subordinate Prepayment Percentage for such Loan
Group of the amounts described in clauses
(i)(e) and (f) and the amount
described in clause (ii) of the definition
of "Principal Amount" for such
Distribution Date and Loan Group.
Substitute
Mortgage Loan: A Mortgage Loan substituted for a
Defective Mortgage Loan which must, on the
date of such substitution (i) have a
Stated Principal Balance, after deduction
of the principal portion of the
Monthly Payment due in the month of
substitution, not in excess of the Stated
Principal Balance of the Defective Mortgage
Loan; (ii) have a Net Mortgage
Interest Rate not less than, and not more
than 2% greater than that of the
Defective Mortgage Loan; (iii) be of the
same type as the Defective Mortgage
Loan; (iv) have a Loan-to-Value Ratio not
higher than that of the Defective
Mortgage Loan; (v) have a credit score not
less than that of the Defective
Mortgage Loan; (vi) have a Gross Margin not
less than that of the Defective
Mortgage Loan; (vii) have a credit grade
not lower in quality than that of the
Defective Mortgage Loan; (viii) have a
remaining term to maturity not greater
than (and not more than one year less than)
that of the Defective Mortgage Loan;
(ix) have the same lien priority as the
Defective Mortgage Loan; (x) have the
same Index as the Defective Mortgage Loan;
and (xi) comply with each Mortgage
Loan representation and warranty set forth
in this Agreement and the Mortgage
Loan Purchase Agreement or the Servicing
Agreements. More than one Substitute
Mortgage Loan may be substituted for a
Defective Mortgage Loan if such
Substitute Mortgage Loans meet the
foregoing attributes in the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
Tax Matters Person: Any person designated as "tax matters person"
in
accordance with Section 5.06 and the manner
provided under Treasury Regulation
ss. 1.860F-4(d) and Treasury Regulation ss.
301.6231(a)(7)-1.
Treasury Regulations: The final and temporary regulations
promulgated under the Code by the U.S.
Department of the Treasury.
Trust: The trust created by this Agreement, which shall be
named
"Banc of America Funding 2005-H Trust."
Trust Estate: The segregated pool of assets subject hereto,
constituting the primary trust created
hereby and to be administered hereunder,
with respect to a portion of which four
REMIC elections are to be made, such
entire Trust Estate consisting of: (i) such
Mortgage Loans as from time to time
are subject to this Agreement, together
with the Mortgage Files relating
thereto, and together with all collections
thereon and proceeds thereof, (ii)
any REO Property, together with all
collections thereon and proceeds thereof,
(iii) the Trustee's rights with respect to
the Mortgage Loans under all
insurance policies required to be
maintained pursuant to this Agreement and any
proceeds thereof; (iv) the Depositor's
rights under the Servicing Agreements and
the Mortgage Loan Purchase Agreement
(including any security interest created
thereby); and (v) the Servicer Custodial
Accounts, the Master Servicer Custodial
Account and the Distribution Account and
such assets that are deposited therein
from time to time and any investments
thereof, together with any and all income,
proceeds and payments with respect
thereto.
Trustee: Wachovia Bank, National Association, and its
successors-in-interest and, if a successor
trustee is appointed hereunder, such
successor, as trustee.
Uncertificated Lower-Tier Interests: The CB Uncertificated
Lower-Tier Interests and the DB
Uncertificated Lower-Tier Interests.
Uncertificated Middle-Tier Interests: The Class 1-A-M1
Interest,
Class 1-A-MUR Interest, Class 2-A-M1
Interest, Class 3-A-M1 Interest, Class
4-A-M1 Interest, Class 5-A-M1 Interest,
Class 6-A-M1 Interest, Class 7-A-M1
Interest, Class 8-A-M1 Interest, Class
9-A-M1 Interest, Class CB-M1 Interest,
Class CB-M2 Interest, Class CB-M3 Interest,
Class CB-M4 Interest, Class CB-M5
Interest, Class CB-M6 Interest, Class DB-M1
Interest, Class DB-M2 Interest,
Class DB-M3 Interest, Class DB-M4 Interest,
Class DB-M5 Interest and Class DB-M6
Interest.
Uninsured Cause: Any cause of damage to a Mortgaged Property,
the
cost of the complete restoration of which
is not fully reimbursable under the
hazard insurance policies required to be
maintained pursuant to Section 3.12.
Unscheduled Principal Amount: As to any Distribution Date and
Loan
Group, the sum of the amounts described in
clauses (e) and (f) of the definition
of "Principal Amount."
Upper-Tier Certificate Sub-Account: The sub-account of the
Distribution Account designated by the
Securities Administrator pursuant to
Section 3.09(g).
Upper-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the
Uncertificated Middle-Tier REMIC Interests and
such amounts as shall from time to time be
deemed held in the Upper-Tier
Certificate Sub-Account.
U.S. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the
case of a partnership, Treasury
Regulations are adopted that provide
otherwise) created or organized in or under
the laws of the United States, any state
thereof or the District of Columbia,
including an entity treated as a
corporation or partnership for federal income
tax purposes, an estate whose income is
subject to United States federal income
tax regardless of its source, or a trust if
a court within the United States is
able to exercise primary supervision over
the administration of such trust, and
one or more such U.S. Persons have the
authority to control all substantial
decisions of such trust (or, to the extent
provided in applicable Treasury
Regulations, certain trusts in existence on
August 20, 1996 which are eligible
to elect to be treated as U.S.
Persons).
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any
Certificate. As of any date of
determination, (a) 1% of all Voting Rights
shall be allocated to the Holder of
the Residual Certificate and (b) 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.
Section 1.02 Calculations. All dollar amounts calculated
hereunder
shall be rounded to the nearest penny with
one-half of one penny being rounded
down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and
delivery hereof, hereby sells, transfers,
assigns, sets over and otherwise conveys to
the Trustee on behalf of the Trust
for the benefit of the Certificateholders,
without recourse, all the right,
title and interest of the Depositor in and
to the Mortgage Loans and the related
Mortgage Files, including all interest and
principal received on or with respect
to the Mortgage Loans (other than payments
of principal and interest due and
payable on the Mortgage Loans on or before
the Cut-off Date), the Depositor's
rights under the Mortgage Loan Purchase
Agreement, including the rights of the
Depositor as assignee of the Seller with
respect to the Seller's rights under
the Countrywide Servicing Agreement, and
the Depositor's rights under the BANA
Servicing Agreement. The foregoing sale,
transfer, assignment and set over does
not and is not intended to result in a
creation of an assumption by the Trustee
of any obligation of the Depositor or any
other Person in connection with the
Mortgage Loans or any agreement or
instrument relating thereto, except as
specifically set forth herein. It is agreed
and understood by the parties hereto
that it is not intended that any mortgage
loan be included in the Trust that is
a "High-Cost Home Loan" as defined in any
of (i) the New Jersey Home Ownership
Act effective November 27, 2003, (ii) the
New Mexico Home Loan Protection Act
effective January 1, 2004, (iii) the
Massachusetts Predatory Home Loan Practices
Act effective November 7, 2004 or (iv) the
Indiana Home Loan Practices Act,
effective January 1, 2005.
(b) In connection with such transfer and assignment, the
Depositor
has delivered or caused to be delivered to
the Trustee (or the 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-H,
without
recourse,"
with all necessary intervening endorsements showing a complete
chain of
endorsement from the originator to the Trustee (each such
endorsement being sufficient to transfer all right, title and
interest of
the party
so endorsing, as noteholder or assignee thereof, in and to that
Mortgage
Note) and, in the case of any Mortgage Loan originated in the
State of
New York documented by a NYCEMA, the NYCEMA, the new Mortgage
Note, if
applicable, the consolidated Mortgage Note and the consolidated
Mortgage;
(ii) except as provided below, 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-H" (which may be included in
a
blanket
assignment or assignments), together with originals of all
interim
recorded
assignments of such mortgage or a copy of such interim
assignment
certified
by the applicable Servicer (which may be part of a blanket
certification) as being a true and complete copy of the original
recorded
intervening assignments of Mortgage (each such assignment, when
duly and
validly
completed, to be in recordable form and sufficient to effect
the
assignment
of and transfer to the assignee thereof, under the Mortgage to
which the
assignment relates); provided that, if the related Mortgage has
not been
returned from the applicable public recording office, such
Assignment
of Mortgage may exclude the information to be provided by the
recording
office; and provided, further, if the related Mortgage has been
recorded
in the name of Mortgage Electronic Registration Systems, Inc.
("MERS")
or its designee, no Assignment of Mortgage in favor of the
Trustee
will be required to be prepared or delivered and instead, the
Master
Servicer shall enforce the obligations of the applicable
Servicer
to take
all actions as are necessary to cause the Trust to be shown as
the
owner of
the related Mortgage Loan on the records of MERS for purposes
of
the system
of recording transfers of beneficial ownership of mortgages
maintained
by MERS;
(iv) the originals of all assumption, modification, consolidation
or
extension
agreements, if any, with evidence of recording thereon, if any;
(v) any of (A) the original or duplicate original mortgagee
title
insurance
policy and all riders thereto; (B) a title search showing no
lien
(other than standard exceptions) on the Mortgaged Property senior
to
the lien
of the Mortgage or (C) an opinion of counsel of the type
customarily rendered in the applicable jurisdiction in lieu of a
title
insurance
policy;
(vi) the original of any guarantee executed in connection with
the
Mortgage
Note;
(vii) for each Mortgage Loan, if any, which is secured by a
residential long-term lease, a copy of the lease with evidence
of
recording
indicated thereon, or, if the lease is in the process of being
recorded,
a photocopy of the lease, certified by an officer of the
respective
prior owner of such Mortgage Loan or by the applicable title
insurance
company, closing/settlement/escrow agent or company or closing
attorney
to be a true and correct copy of the lease transmitted for
recordation;
(viii) the original of any security agreement, chattel mortgage
or
equivalent
document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Cooperative Stock, the
originals
of the following documents or instruments:
(A) The stock
certificate;
(B) The stock
power executed in blank;
(C) The executed
proprietary lease;
(D) The executed
recognition agreement;
(E) The executed
assignment of recognition agreement, if
any;
(F) The executed
UCC-1 financing statement with evidence of
recording thereon; and
(G)
Executed UCC-3
financing statements or other appropriate
UCC financing statements required by state law,
evidencing a complete and unbroken line from the
mortgagee to the Trustee with evidence of recording
thereon (or in a form suitable for recordation).
provided, however, that on the Closing
Date, with respect to item (iii), if an
Assignment of Mortgage is required to be
recorded as set forth below, the
Depositor has delivered to the Trustee (or
the Custodian on behalf of the
Trustee) a copy of such Assignment of
Mortgage in blank rather than in the name
of the Trustee and has caused the
applicable Servicer to retain the completed
Assignment of Mortgage for recording as
described below, unless such Mortgage
has been recorded in the name of MERS or
its designee. In addition, if the
Depositor is unable to deliver or cause the
delivery of any original Mortgage
Note due to the loss of such original
Mortgage Note, the Depositor may deliver a
copy of such Mortgage Note, together with a
lost note affidavit, and shall
thereby be deemed to have satisfied the
document delivery requirements of this
Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim
recorded assignments, (C) all
assumption, modification, consolidation or
extension agreements, if any, or (D)
the lender's title policy, if any (together
with all riders thereto), satisfying
the requirements of clause (ii), (iii),
(iv) or (v) above, respectively,
concurrently with the execution and
delivery hereof because such document or
documents have not been returned from the
applicable public recording office in
the case of clause (ii), (iii) or (iv)
above, or because the title policy, if
any, has not been delivered to any of the
related Servicer, the Seller or the
Depositor, as applicable, by the applicable
title insurer in the case of clause
(v) above, the Depositor shall promptly
deliver or cause to be delivered to the
Trustee (or the Custodian on behalf of the
Trustee) in the case of clause (ii),
(iii) or (iv) above, such Mortgage, such
interim assignment or such assumption,
modification, consolidation or extension
agreement, as the case may be, with
evidence of recording indicated thereon
upon receipt thereof from the public
recording office, but in no event shall any
such delivery of any such documents
or instruments be made later than one year
following the Closing Date, unless,
in the case of clause (ii), (iii) or (iv)
above, there has been a continuing
delay at the applicable recording office
or, in the case of clause (v), there
has been a continuing delay at the
applicable insurer and the Depositor has
delivered the Officer's Certificate to such
effect to the Trustee (or the
Custodian on behalf of the Trustee). The
Depositor shall forward or cause to be
forwarded to the Trustee (or the Custodian
on behalf of the Trustee) (1) from
time to time additional original documents
evidencing an assumption or
modification of a Mortgage Loan and (2) any
other documents required to be
delivered by the Depositor or the
applicable Servicer to the Trustee (or the
Custodian on behalf of the Trustee). In the
event that the original Mortgage is
not delivered and in connection with the
payment in full of the related Mortgage
Loan the public recording office requires
the presentation of a "lost
instruments affidavit and indemnity" or any
equivalent document, because only a
copy of the Mortgage can be delivered with
the instrument of satisfaction or
reconveyance, the Depositor or Master
Servicer shall prepare, execute and
deliver or cause to be prepared, executed
and delivered, on behalf of the Trust,
such a document to the public recording
office.
With respect to each Mortgage Loan, as promptly as practicable
subsequent to such transfer and assignment,
the Master Servicer shall (except
for any Mortgage which has been recorded in
the name of MERS or its designee)
enforce the obligations of the related
Servicer pursuant to the related
Servicing Agreement to (I) cause each
Assignment of Mortgage to be in proper
form for recording in the appropriate
public office for real property records
within the time period required in the
applicable Servicing Agreement and (II)
at the Depositor's expense, cause to be
delivered for recording in the
appropriate public office for real property
records the Assignments of the
Mortgages to the Trustee, except that, with
respect to any Assignment of a
Mortgage as to which the related Servicer
has not received the information
required to prepare such assignment in
recordable form, such Servicer's
obligation to do so and to deliver the same
for such recording shall be as soon
as practicable after receipt of such
information and in accordance with the
applicable Servicing Agreement.
No recording of an Assignment of Mortgage 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. As
set forth on Exhibit J attached hereto is a
list of all states where recordation
is required by either Rating Agency to
obtain the initial ratings of the
Certificates. The Securities Administrator
and the Trustee may rely and shall be
protected in relying upon the information
contained in such Exhibit 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 the Custodian on behalf of
the Trustee), will cause the
applicable Servicer to remit to the Master
Servicer for deposit in the Master
Servicer Custodial Account the portion of
such payment that is required to be
deposited in such account pursuant to
Section 3.09(c).
Section 2.02 Acceptance by the Trustee or Custodian of the
Mortgage
Loans. Subject to the provisions of the
following paragraph, the Trustee (or a
Custodian on its behalf) declares that it
will hold the documents referred to in
Section 2.01 and the other documents
delivered to it constituting the Mortgage
Files, and that it will hold such other
assets as are included in the Trust
Estate delivered to it, in trust for the
exclusive use and benefit of all
present and future Certificateholders. Upon
execution and delivery of this
document, the Trustee (or the Custodian on
its behalf) shall deliver to the
Depositor and the Master Servicer a
certification in the form of Exhibit K
hereto (the "Initial Certification") to the
effect that, except as may be
specified in a list of exceptions attached
thereto, it has received the original
Mortgage Note relating to each of the
Mortgage Loans listed on the Mortgage Loan
Schedule.
Within 90 days after the execution and delivery of this
Agreement,
the Trustee (or a Custodian on its behalf)
shall review the Mortgage Files in
its possession, and shall deliver to the
Depositor and the Master Servicer a
certification in the form of Exhibit L
hereto (the "Final Certification") to the
effect that, as to each Mortgage Loan
listed in the Mortgage Loan Schedule,
except as may be specified in a list of
exceptions attached to such Final
Certification, such Mortgage File contains
all of the items required to be
delivered pursuant to Section 2.01(b). In
performing any such review, the
Trustee (or the Custodian on its behalf)
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 the Custodian
on
its behalf) finds any document constituting
a part of a Mortgage File which does
not meet the requirements of Section 2.01
or is omitted from such Mortgage File
or if the Depositor, the Master Servicer,
the Trustee or the Securities
Administrator discovers a breach by a
Servicer or the Seller of any
representation, warranty or covenant under
the Servicing Agreements or the
Mortgage Loan Purchase Agreement in respect
of any Mortgage Loan and such breach
materially adversely affects the interest
of the Certificateholders in the
related Mortgage Loan (provided that any
such breach that causes the Mortgage
Loan not to be a "qualified mortgage"
within the meaning of Section 860G(a)(3)
of the code shall be deemed to materially
and adversely affect the interests of
the Certificateholders), then such party
shall promptly so notify the Master
Servicer, the Seller, such Servicer and the
Depositor of such failure to meet
the requirements of Section 2.01 or of such
breach and request that the
applicable Servicer or the Seller, as
applicable, deliver such missing
documentation or cure such defect or breach
within 90 days of its discovery or
its receipt of notice of any such failure
to meet the requirements of Section
2.01 or of such breach. If the Seller or
the applicable Servicer, as applicable,
does not deliver such missing document or
cure such defect or breach in all
material respects during such period, the
Trustee shall enforce the applicable
Servicer's or Seller's obligation, as the
case may be, under the applicable
Servicing Agreement or the Mortgage Loan
Purchase Agreement, as applicable, and
cause the applicable Servicer or Seller, as
applicable, to either (a) solely in
the case of the Seller, substitute for the
related Mortgage Loan a Substitute
Mortgage Loan, which substitution shall be
accomplished in the manner and
subject to the conditions set forth below
or (b) purchase such Mortgage Loan
from the Trust at the Purchase Price for
such Mortgage Loan; provided, however,
that in no event shall such a substitution
occur more than two years from the
Closing Date; provided, further, that such
substitution or repurchase must occur
within 90 days of when such defect was
discovered if such defect will cause the
Mortgage Loan not to be a "qualified
mortgage" within the meaning of Section
860G(a)(3) of the Code.
In performing any such review, the Trustee (or the Custodian on
its
behalf) may conclusively rely on the
purported genuineness of any such document
and any signature thereon. It is understood
that the scope of the Trustee's
review (or the 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
Mortgage Loans identified in the Mortgage
Loan Schedule based solely upon the
review of items (i) and (xi) in the
definition of Mortgage Loan Schedule. The
Trustee (or the Custodian on its behalf)
shall have no responsibility for
determining whether any document is valid
and binding, whether the text of any
assignment or endorsement is in proper or
recordable form, whether any document
has been recorded in accordance with the
requirements of any applicable
jurisdiction, or whether a blanket
assignment is permitted in any applicable
jurisdiction.
In the event of a discovery of a breach of any representation
or
warranty of a Servicer or the Seller, the
Trustee shall enforce the rights of
the Trust under the Servicing Agreements
and the Mortgage Loan Purchase
Agreement for the benefit of the
Certificateholders. In the event of a breach of
the representations or warranties with
respect to the Mortgage Loans set forth
in a Servicing Agreement, the Trustee shall
enforce the right of the Trust to be
indemnified for such breach of
representation or warranty. In addition, if a
breach of a representation set forth in
clauses (k) and (o) of paragraph 3 or
clauses (f) and (oo) of paragraph 4 of the
Mortgage Loan Purchase Agreement
occurs as a result of a violation of an
applicable predatory or abusive lending
law, the Trustee shall enforce the right of
the Trust to reimbursement by the
Seller for all costs or damages incurred by
the Trust as a result of the
violation of such law (such amount, the
"Reimbursement Amount"), but, in the
case of a breach of a representation set
forth in clauses (k) and (o) of
paragraph 3, only to the extent the
applicable Servicer does not so reimburse
the Trust. It is understood and agreed
that, except for any indemnification
provided in the Servicing Agreements and
the payment of any Reimbursement
Amount, the obligation of a Servicer or the
Seller to cure or to repurchase (or
substitute, in the case of the Seller) any
Mortgage Loan as to which a document
is missing, a material defect in a
constituent document exists or as to which
such a breach has occurred and is
continuing shall constitute the sole remedy
against a Servicer or the Seller in respect
of such omission, defect or breach
available to the Trustee on behalf of the
Certificateholders.
It is understood and agreed that the representations and
warranties
set forth in the Mortgage Loan Purchase
Agreement shall survive delivery of the
Mortgage Files to the Trustee (or the
Custodian on behalf of the Trustee) and
shall inure to the benefit of the
Certificateholders notwithstanding any
restrictive or qualified endorsement or
assignment. With respect to the
representations and warranties set forth in
the Mortgage Loan Purchase Agreement
that are made to the best of the Seller's
knowledge or as to which the Seller
had no knowledge, if it is discovered by
the Depositor, the Master Servicer or
the Trustee that the substance of such
representation or warranty is inaccurate
and such inaccuracy materially and
adversely affects the interest of the
Certificateholders in the related Mortgage
Loan then, notwithstanding the
Seller's lack of knowledge with respect to
the substance of such representation
or warranty being inaccurate as the time
the representation or warranty was
made, such inaccuracy shall be deemed a
breach of the applicable representation
or warranty.
The representations and warranties of each Servicer with respect
to
the applicable Mortgage Loans in the
related Servicing Agreement, which have
been assigned to the Trustee hereunder,
were made as of the date specified in
such Servicing Agreement. To the extent
that any fact, condition or event with
respect to a Mortgage Loan constitutes a
breach of both (i) a representation or
warranty of a Servicer under the related
Servicing Agreement and (ii) a
representation or warranty of the Seller
under the Mortgage Loan Purchase
Agreement, the only right or remedy of the
Trustee or of any Certificateholder
shall be the Trustee's right to enforce the
obligations of the applicable
Servicer under any applicable
representation or warranty made by it. The Trustee
acknowledges that the Seller shall have no
obligation or liability with respect
to any breach of a representation or
warranty made by it with respect to the
Mortgage Loans if the fact, condition or
event constituting such breach also
constitutes a breach of a representation or
warranty made by the applicable
Servicer in the applicable Servicing
Agreement, without regard to whether such
Servicer fulfills its contractual
obligations in respect of such representation
or warranty. The Trustee further
acknowledges that the Depositor shall have no
obligation or liability with respect to any
breach of any representation or
warranty with respect to the Mortgage Loans
(except as set forth in Section
2.04) under any circumstances.
With respect to each Substitute Mortgage Loan the Seller shall
deliver to the Trustee (or the 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
has substituted a Substitute Mortgage
Loan.
The Master Servicer shall amend the Mortgage Loan Schedule for
the
benefit of the Certificateholders to
reflect the removal of each Mortgage Loan
that has become a Defective Mortgage Loan
and the substitution of the Substitute
Mortgage Loan or Loans and the Master
Servicer shall deliver the amended
Mortgage Loan Schedule to the Securities
Administrator and the Trustee. Upon
such substitution, each Substitute Mortgage
Loan shall be subject to the terms
of this Agreement in all respects, and the
Seller shall be deemed to have made
to the Trustee with respect to such
Substitute Mortgage Loan, as of the date of
substitution, the representations and
warranties made pursuant to paragraph 4 of
the Mortgage Loan Purchase Agreement. Upon
any such substitution and the deposit
to the Master Servicer Custodial Account of
any required Substitution Adjustment
Amount (as described in the next paragraph)
and receipt of a Request for
Release, the Trustee (or the Custodian on
behalf of the Trustee)shall upon
receipt of written notice from the Master
Servicer of such deposit, release the
Mortgage File relating to such Defective
Mortgage Loan to the Seller and shall
execute and deliver at the Seller's
direction such instruments of transfer or
assignment prepared by the Seller, in each
case without recourse, as shall be
necessary to vest title in the Seller, or
its designee, to the Trustee's
interest in any Defective Mortgage Loan
substituted for pursuant to this Section
2.02.
For any month in which the Seller substitutes one or more
Substitute
Mortgage Loans for one or more Defective
Mortgage Loans, the amount (if any) by
which the aggregate principal balance of
all such Substitute Mortgage Loans in a
Loan Group as of the date of substitution
is less than the aggregate Stated
Principal Balance of all such Defective
Mortgage Loans in a Loan Group (after
application of the principal portion of the
Monthly Payments due in the month of
substitution) (the "Substitution Adjustment
Amount" for such Loan Group) plus an
amount equal to the aggregate of any
unreimbursed Advances with respect to such
Defective Mortgage Loans shall be remitted
to the Master Servicer Custodial
Account by the Seller on or before the
Remittance Date for the Distribution Date
in the month succeeding the calendar month
during which the related Mortgage
Loan is required to be purchased or
replaced hereunder. The Purchase Price of
any repurchase and the Substitution
Adjustment Amount, if any, shall be
deposited in the Master Servicer Custodial
Account. The Master Servicer shall
give the Securities Administrator and
Trustee written notice of such deposits.
The Trustee (or a Custodian on its behalf) shall retain
possession
and custody of each Mortgage File in
accordance with and subject to the terms
and conditions set forth herein. The Master
Servicer shall cause to be promptly
delivered to the Trustee (or a Custodian on
its behalf), 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 and the Custodian shall be under no duty or
obligation
(i) to inspect, review or examine any such
documents, instruments, certificates
or other papers to determine that they are
genuine, enforceable, or appropriate
for the represented purpose or that they
are other than what they purport to be
on their face or (ii) to determine whether
any Mortgage File should include any
of the documents specified in Section
2.01(b)(iv), (vi), (vii), (viii) and (ix).
Section 2.03 Representations, Warranties and Covenants of the
Master
Servicer.
(a) The Master Servicer hereby makes the following
representations
and warranties to the Depositor, the
Securities Administrator and the Trustee,
as of the Closing Date:
(i) The Master
Servicer is a national banking association duly
chartered
and validly existing in good standing under the laws of the
United
States of America and has all licenses necessary to carry on
its
business
as now being conducted. The Master Servicer has power and
authority
to execute and deliver this Agreement and to perform in
accordance
herewith; the execution, delivery and performance of this
Agreement
(including all instruments of transfer to be delivered pursuant
to this
Agreement) by the Master Servicer and the consummation of the
transactions contemplated hereby have been duly and validly
authorized.
This
Agreement, assuming due authorization, execution and delivery by
the
other
parties hereto, evidences the valid, binding and enforceable
obligation
of the Master Servicer, subject to applicable law except as
enforceability may be limited by (A) bankruptcy, insolvency,
liquidation,
receivership, moratorium, reorganization or other similar laws
affecting
the
enforcement of the rights of creditors and (B) general principles
of
equity,
whether enforcement is sought in a proceeding in equity or at
law.
All
requisite corporate action has been taken by the Master Servicer
to
make this
Agreement valid and binding upon the Master Servicer in
accordance
with its terms.
(ii) No consent, approval, authorization or order is required
for
the
transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory
authority
having
jurisdiction over the Master Servicer is required or, if
required,
such
consent, approval, authorization or order has been or will, prior
to
the Closing Date, be
obtained.
(iii) The consummation of the transactions contemplated by this
Agreement
are in the ordinary course of business of the Master Servicer
and will
not result in the breach of any term or provision of the
charter
or by-laws
of the Master Servicer or result in the breach of any term or
provision
of, or conflict with or constitute a default under or result in
the
acceleration of any obligation under, any agreement, indenture or
loan
or credit agreement or
other instrument to which the Master Servicer or
its
property is subject, or result in the violation of any law,
rule,
regulation, order, judgment or decree to which the Master Servicer
or its
property
is subject.
(iv) There is no action, suit, proceeding or investigation
pending
or, to the
best knowledge of the Master Servicer, threatened against the
Master
Servicer which, either individually or in the aggregate, would
result in
any material adverse change in the business, operations,
financial
condition, properties or assets of the Master Servicer, or in
any
material impairment of the right or ability of the Master Servicer
to
carry on
its business substantially as now conducted or which would draw
into
question the validity of this Agreement or the Mortgage Loans or
of
any action
taken or to be taken in connection with the obligations of the
Master
Servicer contemplated herein, or which would materially impair
the
ability of
the Master Servicer to perform under the terms of this
Agreement.
The representations and warranties made pursuant to this
Section
2.03 shall survive delivery of the
respective Mortgage Files to the Trustee for
the benefit of the Certificateholders.
Section 2.04 Representations and Warranties of the Depositor as
to
the Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee
with
respect to the Mortgage Loans or each
Mortgage Loan, as the case may be, as of
the date hereof or such other date set
forth herein that as of the Closing Date:
(i) Immediately prior to the transfer and assignment
contemplated
herein,
the Depositor was the sole owner and holder of the Mortgage
Loans.
The
Mortgage Loans were not assigned or pledged by the Depositor and
the
Depositor
had good and marketable title thereto, and the Depositor had
full right
to transfer and sell the Mortgage Loans to the Trustee free and
clear of
any encumbrance, participation interest, lien, equity, pledge,
claim or
security interest and had full right and authority subject to
no
interest
or participation in, or agreement with any other party to sell
or
otherwise
transfer the Mortgage Loans.
(ii) As of the Closing Date, the Depositor has transferred all
right,
title and interest in the Mortgage Loans to the Trustee on
behalf
of the
Trust.
(iii) As of the Closing Date, the Depositor has not transferred
the
Mortgage
Loans to the Trustee on behalf of the Trust with any intent to
hinder,
delay or defraud an of its creditors.
It is understood and agreed that the representations and
warranties
set forth in this Section 2.04 shall
survive delivery of the respective Mortgage
Files to the Trustee and shall inure to the
benefit of the Trustee,
notwithstanding any restrictive or
qualified endorsement or assignment.
Upon discovery by any of the Depositor, the Master Servicer,
the
Securities Administrator or the Trustee
that any of the representations and
warranties set forth in this Section 2.04
is not accurate (referred to herein as
a "breach") and that such breach materially
and adversely affects the interests
of the Certificateholders in the related
Mortgage Loan, the party discovering
such breach shall give prompt written
notice to the other parties; provided that
any such breach that causes the Mortgage
Loan not to be a "qualified mortgage"
within the meaning of Section 860G(a)(3) of
the Code shall be deemed to
materially and adversely affect the
interests of the Certificateholders. Within
90 days of its discovery or its receipt of
notice of any such breach, the
Depositor shall cure such breach in all
material respects or shall either (i)
repurchase the Mortgage Loan or any
property acquired in respect thereof from
the Trustee at a price equal to the
Purchase Price or (ii) if within two years
of the Closing Date, substitute for such
Mortgage Loan in the manner described
in Section 2.02; provided that if the
breach would cause the Mortgage Loan to be
other than a "qualified mortgage" as
defined in Section 860G(a)(3) of the Code,
any such repurchase or substitution must
occur within 90 days from the date the
breach was discovered. The Purchase Price
of any repurchase described in this
paragraph and the Substitution Adjustment
Amount, if any shall be remitted to
the Master Servicer for deposit to the
Master Servicer Custodial Account. It is
understood and agreed that, except with
respect to the second preceding
sentence, the obligation of the Depositor
to repurchase or substitute for any
Mortgage Loan or Mortgaged Property as to
which such a breach has occurred and
is continuing shall constitute the sole
remedy respecting such breach available
to Certificateholders, or to the Trustee on
behalf of Certificateholders, and
such obligation shall survive until
termination of the Trust hereunder.
Section 2.05 Designation of Interests in the REMICs. The
Depositor
hereby designates the Classes of Senior
Certificates (other than the Class 1-A-R
Certificate) and the Classes of Class B
Certificates as "regular interests" and
the Class UR Interest as the single class
of "residual interest" in the Upper
Tier REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2),
respectively. The Depositor hereby further
designates (i) the Class 1-L
Interest, Class 1-LS Interest, Class 2-L
Interest, Class 2-LS Interest, Class
3-L Interest, Class 3-LS Interest, Class
4-L Interest, Class 4-LS Interest,
Class 5-L Interest, Class 5-LS Interest,
Class 6-L Interest and Class 6-LS
Interest as classes of "regular interests"
and the Class LR-CB Interest as the
single class of "residual interest" in the
CB Lower-Tier REMIC for the purposes
of Code Sections 860G(a)(1) and 860G(a)(2),
respectively; (ii) the Class 7-L
Interest, Class 7-LS Interest, Class 8-L
Interest, Class 8-LS Interest, Class
9-L Interest and Class 9-LS Interest as
classes of "regular interests" and the
Class LR-DB Interest as the single class of
"residual interest" in the DB
Lower-Tier REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2),
respectively; and the Class 1-A-M1
Interest, Class 1-A-M2 Interest, Class
1-A-MUR Interest, Class 2-A-M1 Interest,
Class 3-A-M1 Interest, Class 4-A-M1
Interest, Class 5-A-M1 Interest, Class
6-A-M1 Interest, Class 7-A-M1 Interest,
Class 8-A-M1 Interest, Class 9-A-M1
Interest, Class CB-M1 Interest, Class CB-M2
Interest, Class CB-M3 Interest, Class CB-M4
Interest, Class CB-M5 Interest,
Class CB-M6 Interest, Class DB-M1 Interest,
Class DB-M2 Interest, Class DB-M3
Interest, Class DB-M4 Interest, Class DB-M5
Interest and Class DB-M6 Interest as
classes of "regular interests" and the
Class MR Interest as the single class of
"residual interest" in the Middle-Tier
REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2),
respectively.
Section 2.06 Designation of Start-up Day. The Closing Date is
hereby
designated as the "start-up day" of each
REMIC within the meaning of Section
860G(a)(9) of the Code.
Section 2.07 REMIC Certificate Maturity Date. Solely for purposes
of
satisfying Section 1.860G-1(a)(4)(iii) of
the Treasury Regulations, the "latest
possible maturity date" of the regular
interests in each REMIC is November 20,
2035.
Section 2.08 Execution and Delivery of Certificates. The
Securities
Administrator (i) acknowledges the issuance
of and hereby declares that it holds
the Uncertificated Lower-Tier Interests on
behalf of the Middle-Tier REMIC and
the Certificateholders and that it holds
the Uncertificated Middle-Tier
Interests on behalf of the Upper-Tier REMIC
and the Certificateholders and (ii)
has executed and delivered to or upon the
order of the Depositor, in exchange
for the Mortgage Loans, the Uncertificated
Lower-Tier Interests and the
Uncertificated Middle-Tier Interests,
together with all other assets included in
the definition of "Trust Estate," receipt
of which is hereby acknowledged,
Certificates in authorized denominations
which, together with the Uncertificated
Lower-Tier Interests and the Uncertificated
Middle-Tier Interests, evidence
ownership of the entire Trust Estate.
ARTICLE III
ADMINISTRATION AND MASTER SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicing of the Mortgage Loans.For and on
behalf of the Certificateholders, the
Master Servicer shall supervise, monitor
and oversee the obligations of the
Servicers to service and administer their
respective Mortgage Loans in accordance
with the terms of the applicable
Servicing Agreement and shall have full
power and authority to do any and all
things which it may deem necessary or
desirable in connection with such master
servicing and administration. In performing
its obligations hereunder, the
Master Servicer shall act in a manner
consistent with this Agreement, subject to
the prior sentence, and with Customary
Servicing Procedures. Furthermore, the
Master Servicer shall oversee and consult
with each Servicer as necessary from
time-to-time to carry out the Master
Servicer's obligations hereunder, shall
receive, review and evaluate all reports,
information and other data provided to
the Master Servicer by each Servicer and
shall cause each Servicer to perform
and observe the covenants, obligations and
conditions to be performed or
observed by such Servicer under the
applicable Servicing Agreement. The Master
Servicer shall independently and separately
monitor each Servicer's servicing
activities with respect to each related
Mortgage Loan, reconcile the results of
such monitoring with such information
provided in the previous sentence on a
monthly basis and coordinate corrective
adjustments to the Servicers' and the
Master Servicer's records, and based on
such reconciled and corrected
information, prepare the Master Servicer's
Certificate and any other information
and statements required hereunder. The
Master Servicer shall reconcile the
results of its Mortgage Loan monitoring
with the actual remittances of the
Servicers to the Master Servicer Custodial
Account pursuant to the applicable
Servicing Agreements.
Continuously from the date hereof until the termination of the
Trust, the Master Servicer shall enforce
the obligations of the Servicers to
collect all payments due under the terms
and provisions of the Mortgage Loans
when the same shall become due and payable
to the extent such procedures shall
be consistent with the applicable Servicing
Agreement.
The relationship of the Master Servicer (and of any successor to
the
Master Servicer as master servicer under
this Agreement) to the Trustee and the
Securities Administrator under this
Agreement is intended by the parties to be
that of an independent contractor and not
that of a joint venturer, partner or
agent.
Section 3.02 Monitoring of Servicers.(a) The Master Servicer
shall
be responsible for reporting to the
Trustee, the Securities Administrator and
the Depositor the compliance by each
Servicer with its duties under the related
Servicing Agreement. In the review of each
Servicer's activities, the Master
Servicer may rely upon an officer's
certificate of the Servicer with regard to
such Servicer's compliance with the terms
of its Servicing Agreement. In the
event that the Master Servicer, in its
judgment, determines that a Servicer
should be terminated in accordance with its
Servicing Agreement, or that a
notice should be sent pursuant to such
Servicing Agreement with respect to the
occurrence of an event that, unless cured,
would constitute grounds for such
termination, the Master Servicer shall
notify the Depositor, the Securities
Administrator and the Trustee thereof and
the Master Servicer shall issue such
notice or take such other action as it
deems appropriate.
(b) The Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall enforce the
obligations of each Servicer under the
related Servicing Agreement, and shall, in
the event that a Servicer fails to
perform its obligations in accordance with
the related Servicing Agreement,
subject to the preceding paragraph,
terminate the rights and obligations of such
Servicer thereunder and act as successor
Servicer of the related Mortgage Loans
under the applicable Servicing Agreement or
cause the Trustee to enter in to a
new Servicing Agreement with a successor
Servicer selected by the Master
Servicer; provided, however, it is
understood and acknowledged by the parties
hereto that there 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 or the
Trustee, as applicable, shall be entitled
to reimbursement of such costs and
expenses from the Master Servicer Custodial
Account; provided that if such
Servicing Transfer Costs are ultimately
reimbursed by the terminated Servicer,
then the Master Servicer or the Trustee, as
applicable, shall remit such amounts
that are reimbursed by the terminated
Servicer to the Master Servicer Custodial
Account.
(d) The Master Servicer shall require each Servicer to comply
with
the remittance requirements and other
obligations set forth in the related
Servicing Agreement.
(e) If the Master Servicer acts as Servicer, it will not assume
liability for the representations and
warranties of the Servicer, if any, that
it replaces.
Section 3.03 Fidelity Bond; Errors and Omissions Insurance. The
Master Servicer shall maintain, at its own
expense, a blanket fidelity bond and
an errors and omissions insurance policy,
with broad coverage on all officers,
employees or other persons involved in the
performance of its obligations as
Master Servicer hereunder. These policies
must insure the Master Servicer
against losses resulting from dishonest or
fraudulent acts committed by the
Master Servicer's personnel, any employees
of outside firms that provide data
processing services for the Master
Servicer, and temporary contract employees or
student interns. No provision of this
Section 3.03 requiring such fidelity bond
and errors and omissions insurance shall
diminish or relieve the Master Servicer
from its duties and obligations as set
forth in this Agreement. The minimum
coverage under any such bond and insurance
policy shall be at least equal to the
corresponding amounts required by FNMA in
the FNMA Servicing Guide or by FHLMC
in the FHLMC Sellers' & Servicers'
Guide, as amended or restated from time to
time, or in an amount as may be permitted
to the Master Servicer by express
waiver of FNMA or FHLMC. In the event that
any such policy or bond ceases to be
in effect, the Master Servicer shall obtain
a comparable replacement policy or
bond from an insurer or issuer, meeting the
requirements set forth above as of
the date of such replacement.
Section 3.04 Access to Certain Documentation.The Master
Servicer
shall provide, and the Master Servicer
shall cause each Servicer to provide in
accordance with the related Servicing
Agreement, to the OCC, the OTS, the FDIC
and to comparable regulatory authorities
supervising Holders of Certificates and
the examiners and supervisory agents of the
OCC, the OTS, the FDIC and such
other authorities, access to the
documentation required by applicable
regulations of the OCC, the OTS, the FDIC
and such other authorities with
respect to the Mortgage Loans. Such access
shall be afforded without charge, but
only upon reasonable and prior written
request and during normal business hours
at the offices designated by the Master
Servicer and the related Servicer. In
fulfilling such request for access, the
Master Servicer shall not be responsible
to determine the sufficiency of any
information provided by such Servicer.
Nothing in this Section 3.04 shall limit
the obligation of the Master Servicer
and the related Servicer to observe any
applicable law and the failure of the
Master Servicer or the related Servicer to
provide access as provided in this
Section 3.04 as a result of such obligation
shall not constitute a breach of
this Section 3.04.
Section 3.05 Maintenance of Primary Mortgage Insurance Policy;
Claims.(a) The Master Servicer shall not
take, or permit any Servicer (to the
extent such action is prohibited under the
applicable Servicing Agreement) to
take, any action that would result in
noncoverage under any applicable Primary
Mortgage Insurance Policy of any loss
which, but for the actions of such Master
Servicer or Servicer, would have been
covered thereunder. The Master Servicer
shall use its best reasonable efforts to
cause each Servicer (to the extent
required under the related Servicing
Agreement) to keep in force and effect (to
the extent that the Mortgage Loan requires
the Mortgagor to maintain such
insurance), primary mortgage insurance
applicable to each Mortgage Loan in
accordance with the provisions of this
Agreement and the related Servicing
Agreement, as applicable. The Master
Servicer shall not, and shall not permit
any Servicer (to the extent required under
the related Servicing Agreement) to,
cancel or refuse to renew any such Primary
Mortgage Insurance Policy that is in
effect at the date of the initial issuance
of the Mortgage Note and is required
to be kept in force hereunder except in
accordance with the provisions of this
Agreement and the related Servicing
Agreement, as applicable.
(b) The Master Servicer agrees to present, or to cause each
Servicer
(to the extent required under the related
Servicing Agreement) to present, on
behalf of the Trustee and the
Certificateholders, claims to the insurer under
any Primary Mortgage Insurance Policies
and, in this regard, to take such
reasonable action as shall be necessary to
permit recovery under any Primary
Mortgage Insurance Policies respecting
defaulted Mortgage Loans. Pursuant to
Sections 3.08 and 3.09, any amounts
collected by the Master Servicer or any
Servicer under any Primary Mortgage
Insurance Policies shall be deposited in the
Master Servicer Custodial Account, subject
to withdrawal pursuant to Section
3.11.
Section 3.06 Rights of the Depositor, the Securities
Administrator
and the Trustee in Respect of the Master
Servicer.
The Depositor may, but is not obligated to, enforce the
obligations
of the Master Servicer hereunder and may,
but is not obligated to, perform, or
cause a designee to perform, any defaulted
obligation of the Master Servicer
hereunder and in connection with any such
defaulted obligation to exercise the
related rights of the Master Servicer
hereunder; provided that the Master
Servicer shall not be relieved of any of
its obligations hereunder by virtue of
such performance by the Depositor or its
designee. None of the Securities
Administrator, the Trustee or the Depositor
shall have any responsibility or
liability for any action or failure to act
by the Master Servicer and the
Securities Administrator, the Trustee and
the Depositor shall not be obligated
to supervise the performance of the Master
Servicer hereunder or otherwise.
Section 3.07 Trustee to Act as Master Servicer.
(a) In the event the Master Servicer or any successor master
servicer shall for any reason no longer be
the Master Servicer hereunder
(including by reason of an Event of
Default), the Trustee as trustee hereunder
shall within 90 days of such time, assume,
if it so elects, or shall appoint a
successor Master Servicer to assume, all of
the rights and obligations of the
Master Servicer hereunder arising
thereafter. Any such assumption shall be
subject to Sections 7.02 and 8.05.
(b) The predecessor Master Servicer at its expense shall, upon
request of the Trustee, deliver to the
assuming party all master servicing
documents and records and an accounting of
amounts collected or held by the
Master Servicer, and shall transfer control
of the Master Servicer Custodial
Account and any investment accounts to the
successor Master Servicer, and
otherwise use its best efforts to effect
the orderly and efficient transfer of
its rights and duties as Master Servicer
hereunder to the assuming party. The
Trustee shall be entitled to be reimbursed
from the predecessor Master Servicer
(or the Trust if the predecessor Master
Servicer is unable to fulfill such
obligations) for all Master Servicing
Transfer Costs.
Section 3.08 Servicer Custodial Accounts and Escrow Accounts.
(a) The Master Servicer shall enforce the obligation of each
Servicer to establish and maintain a
Servicer Custodial Account in accordance
with the applicable Servicing Agreement,
with records to be kept with respect
thereto on a loan by loan basis, into which
accounts shall be deposited within
48 hours (or as of such other time
specified in the related Servicing Agreement)
of receipt all collections of principal and
interest on any Mortgage Loan and
all collections with respect to any REO
Property received by a Servicer,
including Principal Prepayments, Insurance
Proceeds, Compensating Interest,
Liquidation Proceeds, Recoveries and
Advances made from the Servicer's own funds
(less servicing compensation as permitted
by the applicable Servicing Agreement
in the case of any Servicer) and all other
amounts to be deposited in the
Servicer Custodial Account. The Master
Servicer is hereby authorized to make
withdrawals from and deposits to the
related Servicer Custodial Account for
purposes required or permitted by this
Agreement.
(b) To the extent required by the related Servicing Agreement and
by
the related Mortgage Note and not violative
of current law, the Master Servicer
shall enforce the obligation of each
Servicer to establish and maintain one or
more escrow accounts (for each Servicer,
collectively, the "Escrow Account") and
deposit and retain therein all collections
from the Mortgagors (or Advances by
such Servicer) for the payment of taxes,
assessments, hazard insurance premiums
or comparable items for the account of the
Mortgagors. Nothing herein shall
require the Master Servicer to compel a
Servicer to establish an Escrow Account
in violation of applicable law.
Section 3.09 Collection of Mortgage Loan Payments; Master
Servicer
Custodial Account; Distribution Account.(a)
The Securities Administrator shall
establish and maintain the Distribution
Account, which shall be deemed to
consist of thirteen sub-accounts. The
Securities Administrator shall, promptly
upon receipt, deposit in the Distribution
Account and retain therein any amounts
which are required to be deposited in the
Distribution Account by the Securities
Administrator. The Distribution Account
shall be an Eligible Account.
(b) The Master Servicer shall establish and maintain the Master
Servicer Custodial Account, which shall be
an Eligible Account. The Master
Servicer shall, promptly upon receipt,
deposit in the Master Servicer Custodial
Account and retain therein any amounts
which are required to be deposited in
such Master Servicer Custodial Account by
the Master Servicer.
(c) The Master Servicer shall deposit or cause to be deposited
into
the Master Servicer Custodial Account, on
the same Business Day of receipt
(except as otherwise specifically provided
herein), the following payments and
collections remitted to the Master Servicer
by each Servicer from its respective
Servicer Custodial Account pursuant to the
related Servicing Agreement or
otherwise or received by the Master
Servicer in respect of the Mortgage Loans
subsequent to the Cut-off Date (other than
in respect of principal and interest
due on the Mortgage Loans on or before the
Cut-off Date) and the following
amounts required to be deposited
hereunder:
(i) all payments on account of principal of the Mortgage Loans,
including
Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans,
net
of the
related Administrative Fee Rate;
(iii) with respect to each Mortgage Loan, (A) all Insurance
Proceeds
and
Liquidation Proceeds, other than Insurance Proceeds to be (1)
applied
to the
restoration or repair of the Mortgaged Property, (2) released
to
the
Mortgagor in accordance with Customary Servicing Procedures or
(3)
required
to be deposited to an Escrow Account pursuant to Section 3.08
and
(B) any
Insurance Proceeds released from an Escrow Account;
(iv) any amount required to be deposited by the Master Servicer
pursuant
to Section 3.09(d) in connection with any losses on Permitted
Investments with respect to the Master Servicer Custodial
Account;
(v) any amounts relating to REO Property required to be remitted
by
the
applicable Servicer;
(vi) Periodic Advances made by the applicable Servicer pursuant
to
the
related Servicing Agreement (or, if applicable, by the Master
Servicer
or the
Trustee pursuant to Section 3.21) and any Compensating Interest
paid by
the applicable Servicer pursuant to the related Servicing
Agreement;
(vii) all Purchase Prices, all Substitution Adjustment Amounts
and
all
Reimbursement Amounts to the extent received by the Servicer;
(viii) any Recoveries; and
(ix) any other amounts required to be deposited hereunder.
If the Master Servicer shall deposit any amount not required to
be
deposited, it may at any time withdraw such
amount from the Master Servicer
Custodial Account, any provision herein to
the contrary notwithstanding. All
funds required to be deposited in the
Master Servicer Custodial Account shall be
held by the Master Servicer in trust for
the Certificateholders until disbursed
in accordance with this Agreement or
withdrawn in accordance with Section 3.11.
(d) Each institution at which the Master Servicer Custodial
Account
is maintained shall invest the funds
therein as directed in writing by the
Master Servicer in Permitted Investments,
which shall mature not later than the
Business Day next preceding the
Distribution Date (except that if such Permitted
Investment is an obligation of the
institution that maintains such account, then
such Permitted Investment shall mature not
later than such Distribution Date)
and, in each case, shall not be sold or
disposed of prior to its maturity. All
such Permitted Investments shall be made in
the name of the Trustee, for the
benefit of the Certificateholders. All
Master Servicer Custodial Account
Reinvestment Income shall be for the
benefit of the Master Servicer as part of
its master servicing compensation and shall
be remitted to the Master Servicer
monthly as provided herein. The amount of
any losses realized in the Master
Servicer Custodial Account incurred in any
such account in respect of any such
investments shall promptly be deposited by
the Master Servicer from its own
funds in the Master Servicer Custodial
Account.
(e) Each institution at which the Distribution Account is
maintained
shall invest the funds therein if directed
in writing by the Securities
Administrator in Permitted Investments that
are obligations of the institution
that maintains the Distribution Account,
which shall mature on the Distribution
Date and shall not be sold or disposed of
prior to its maturity. All such
Permitted Investments shall be made in the
name of the Trustee, for the benefit
of the Certificateholders. All income and
gains net of any losses realized since
the preceding Distribution Date from
Permitted Investments of funds in the
Distribution Account shall be for the
benefit of the Securities Administrator as
additional compensation and the amount of
any losses realized in the
Distribution Account in respect of any such
Permitted Investments shall promptly
be deposited by the Securities
Administrator from its own funds in the
Distribution Account.
(f) The Master Servicer shall give notice to the Depositor, the
Trustee, the Securities Administrator and
the Rating Agencies of any proposed
change of location of the Master Servicer
Custodial Account not later than 30
days after and not more that 45 days prior
to any change thereof. The Securities
Administrator shall give notice to the
Depositor, the Trustee, the Master
Servicer and the Rating Agencies of any
proposed change of the location of the
Distribution Account maintained by the
Securities Administrator not later than
30 days after and not more than 45 days
prior to any change thereof. The
creation of the Master Servicer Custodial
Account and the Distribution Account
shall be evidenced by a certification
substantially in the form of Exhibit F
hereto.
(g) The Securities Administrator shall designate each of the CB
Lower-Tier Certificate Sub-Account, the DB
Lower-Tier Certificate Sub Account,
the Middle-Tier Certificate Sub-Account and
the Upper-Tier Certificate
Sub-Account as a sub-account of the
Distribution Account. On each Distribution
Date (other than the Final Distribution
Date, if such Final Distribution Date is
in connection with a purchase of the
remaining assets of the Trust Estate by the
Master Servicer), the Securities
Administrator shall (i) from funds available on
deposit in the Distribution Account, be
deemed to deposit into the CB Lower-Tier
Certificate Sub-Account all funds deemed on
deposit in the Loan Group 1
Sub-Account, the Loan Group 2 Sub-Account,
the Loan Group 3 Sub-Account, the
Loan Group 4 Sub-Account, the Loan Group 5
Sub-Account and the Loan Group 6
Sub-Account, (ii) from funds available on
deposit in the Distribution Account,
be deemed to deposit into the DB Lower-Tier
Certificate Sub-Account all funds
deemed on deposit in the Loan Group 7
Sub-Account, the Loan Group 8 Sub-Account
and the Loan Group 9 Sub-Account, (iii)
immediately thereafter, be deemed to
deposit into the Middle-Tier Certificate
Sub-Account the Lower-Tier Distribution
Amount, and (iv) immediately thereafter, be
deemed to deposit into the
Upper-Tier Certificate Sub-Account the
Middle-Tier Distribution Amount.
Section 3.10 Access to Certain Documentation and Information
Regarding the Mortgage Loans.
The Master Servicer shall afford and shall enforce the obligation
of
the Servicers to afford the Securities
Administrator and the Trustee reasonable
access to all records and documentation
regarding the Mortgage Loans and all
accounts, insurance information and other
matters relating to this Agreement,
such access being afforded without charge,
but only upon reasonable request and
during normal business hours at the office
designated by the Master Servicer or
the applicable Servicer.
Section 3.11 Permitted Withdrawals from the Distribution Account
and
the Master Servicer Custodial Account.
(a) The Securities Administrator shall withdraw funds from the
Distribution Account for distributions to
Certificateholders in the manner
specified in this Agreement. In addition,
the Master Servicer may from time to
time make withdrawals from the Master
Servicer Custodial Account for the
following purposes:
(i) to pay to the Servicers (to the extent not previously
retained
by them),
the Servicing Fee to which they are entitled pursuant to the
Servicing
Agreements, and to pay itself the Master Servicing Fee and any
Master
Servicer Custodial Account Reinvestment Income;
(ii) to pay to the Securities Administrator and the Trustee any
amounts
due to the Securities Administrator and the Trustee under this
Agreement
(including, but not limited to, all amounts provided for under
Section
9.11, other than the amounts provided for in the first two
sentences
of Section 9.11);
(iii) to reimburse the Servicers (or, if applicable, itself or
the
Trustee)
for unreimbursed Advances made pursuant to the related
Servicing
Agreement
(or in the case of itself or the Trustee, pursuant to Section
3.21),
such right of reimbursement pursuant to this clause (iii) being
limited
first to amounts received on the Mortgage Loans serviced by
such
Servicer
in respect of which any such Advance was made and then limited
to
amounts
received on all the Mortgage Loans serviced by such Servicer
(or,
if
applicable, the Master Servicer or the Trustee);
(iv) to reimburse the Servicers (or, if applicable, itself or
the
Trustee)
for any Nonrecoverable Advance previously made, such right of
reimbursement pursuant to this clause (iv) being limited first to
amounts
received
on the Mortgage Loans in the same Loan Group as the Mortgage
Loan(s) in
respect of which such Nonrecoverable Advance was made and then
limited to
amounts received on all the Mortgage Loans serviced by such
Servicer
(or, if applicable, the Master Servicer or the Trustee);
(v) to reimburse the Servicers for Insured Expenses from the
related
Insurance
Proceeds;
(vi) to pay to the purchaser, with respect to each Mortgage Loan
or
REO
Property that has been purchased pursuant to Section 2.02 or
Section
2.04, all
amounts received thereon after the date of such purchase;
(vii) to reimburse itself or the Depositor for expenses incurred
by
either of
them and reimbursable pursuant to this Agreement, including but
not
limited to, Section 3.02 and Section 7.03;
(viii) to withdraw any amount deposited in the Master Servicer
Custodial
Account and not required to be deposited therein; and
(ix) to clear and terminate the Master Servicer Custodial
Account
upon
termination of this Agreement pursuant to Section 10.01.
If the Master Servicer shall remit to the
Securities Administrator any amount
not required to be remitted, it may at any
time direct the Securities
Administrator to withdraw such amount from
the Distribution Account, any
provision herein to the contrary
notwithstanding. Such direction may be
accomplished by delivering an Officer's
Certificate to the Securities
Administrator which describes the amounts
remitted in error to the Securities
Administrator for deposit to the
Distribution Account.
(b) On each Distribution Date, funds on deposit in the
Distribution
Account and deemed to be on deposit in the
Upper-Tier Certificate Sub-Account
shall be used to make payments on the
Regular Certificates and the Class 1-A-R
Certificate as provided in Sections 5.01
and 5.02. The Distribution Account
shall be cleared and terminated upon
termination of this Agreement pursuant to
Section 10.01.
Section 3.12 Maintenance of Hazard Insurance and Other
Insurance.
(a) For each Mortgage Loan, the Master Servicer shall enforce
any
obligation of the Servicers under the
related Servicing Agreements to maintain
or cause to be maintained fire, flood and
hazard insurance with extended
coverage customary in the area where the
Mortgaged Property is located in
accordance with the related Servicing
Agreements. It is understood and agreed
that such insurance provided for in this
Section 3.12 shall be with insurers
meeting the eligibility requirements set
forth in the applicable Servicing
Agreement and that no earthquake or other
additional insurance is to be required
of any Mortgagor or to be maintained on
property acquired in respect of a
defaulted loan, other than pursuant to such
applicable laws and regulations as
shall at any time be in force and as shall
require such additional insurance.
(b) Pursuant to Sections 3.08 and 3.09, any amounts collected by
the
Master Servicer, or by any Servicer, under
any insurance policies (other than
amounts to be applied to the restoration or
repair of the property subject to
the related Mortgage or released to the
Mortgagor in accordance with the
applicable Servicing Agreement) shall be
deposited into the Master Servicer
Custodial Account, subject to withdrawal
pursuant to Sections 3.09 and 3.11. Any
cost incurred by the Master Servicer or any
Servicer in maintaining any such
insurance if the Mortgagor defaults in its
obligation to do so shall be added to
the amount owing under the Mortgage Loan
where the terms of the Mortgage Loan so
permit; provided, however, that the
addition of any such cost shall not be taken
into account for purposes of calculating
the distributions to be made to
Certificateholders and shall be recoverable
by the Master Servicer or such
Servicer pursuant to Sections 3.08 and
3.09.
Section 3.13 Presentment of Claims and Collection of Proceeds.
The Master Servicer shall (to the extent provided in the
applicable
Servicing Agreement) cause the related
Servicer to prepare and present on behalf
of the Trustee and the Certificateholders
all claims under the Insurance
Policies and take such actions (including
the negotiation, settlement,
compromise or enforcement of the insured's
claim) as shall be necessary to
realize recovery under such policies. Any
proceeds disbursed to the Master
Servicer (or disbursed to a Servicer and
remitted to the Master Servicer) in
respect of such policies, bonds or
contracts shall be promptly deposited in the
Master Servicer Custodial Account upon
receipt, except that any amounts realized
that are to be applied to the repair or
restoration of the related Mortgaged
Property as a condition precedent to the
presentation of claims on the related
Mortgage Loan to the insurer under any
applicable Insurance Policy need not be
so deposited (or remitted).
Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption
Agreements.
To the extent provided in the applicable Servicing Agreement and
to
the extent Mortgage Loans contain
enforceable due-on-sale clauses, the Master
Servicer shall cause the Servicers to
enforce such clauses in accordance with
the applicable Servicing Agreement. If
applicable law prohibits the enforcement
of a due-on-sale clause or such clause is
otherwise not enforced in accordance
with the applicable Servicing Agreement,
and, as a consequence, a Mortgage Loan
is assumed, the original Mortgagor may be
released from liability in accordance
with the applicable Servicing
Agreement.
Section 3.15 Realization Upon Defaulted Mortgage Loans; REO
Property.
(a) The Master Servicer shall cause each Servicer (to the
extent
required under the related Servicing
Agreement) to foreclose upon or otherwise
comparably convert the ownership of
Mortgaged Properties securing such of the
Mortgage Loans as come into and continue in
default and as to which no
satisfactory arrangements can be made for
collection of delinquent payments, all
in accordance with the applicable Servicing
Agreement.
(b) With respect to any REO Property, the deed or certificate
of
sale shall be taken in the name of the
Trust for the benefit of the
Certificateholders, or its nominee, on
behalf of the Certificateholders. The
Master Servicer shall enforce the
obligation of the Servicers, to the extent
provided in the applicable Servicing
Agreement, to (i) cause the name of the
Trust to be placed on the title to such REO
Property and (ii) ensure that the
title to such REO Property references this
Agreement. The Master Servicer shall,
to the extent provided in the applicable
Servicing Agreement, cause the
applicable Servicer to sell any REO
Property as expeditiously as possible and in
accordance with the provisions of this
Agreement and the related Servicing
Agreement, as applicable. Pursuant to its
efforts to sell such REO Property, the
Master Servicer shall cause the applicable
Servicer to protect and conserve such
REO Property in the manner and to the
extent required by the applicable
Servicing Agreement, subject to the REMIC
Provisions. In the event that the
Trust Estate acquires any Mortgaged
Property as aforesaid or otherwise in
connection with a default or imminent
default on a Mortgage Loan, the Master
Servicer shall enforce the obligation of
the related Servicer to dispose of such
Mortgaged Property within the time period
specified in the applicable Servicing
Agreement, but in any event within three
years after the acquisition by the
Servicer for the Trust (such period, the
"REO Disposition Period") unless (i)
the Servicer provides to the Trustee, the
Master Servicer and the Securities
Administrator an Opinion of Counsel to the
effect that the holding by the Trust
of such Mortgaged Property subsequent to
the close of the third calendar year
after its acquisition will not result in
the imposition of taxes on "prohibited
transactions" of the Trust as defined in
Section 860F of the Code or under the
law of any state in which real property
securing a Mortgage Loan owned by the
Trust is located or cause any 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 related Servicer Custodial Account.
(d) The applicable Servicer, upon the final disposition of any
REO
Property, shall be entitled to
reimbursement for any related unreimbursed
Advances and other unreimbursed advances as
well as any unpaid Servicing Fees
from Liquidation Proceeds received in
connection with the final disposition of
such REO Property; provided that any such
unreimbursed Advances as well as any
unpaid Servicing Fees may be reimbursed or
paid, as the case may be, prior to
final disposition, out of any net rental
income or other net amounts derived
from such REO Property.
(e) The Liquidation Proceeds from the final disposition of the
REO
Property, net of any payment to the
applicable Servicer as provided above shall
be deposited in the related Servicer
Custodial Account on or prior to the
Determination Date in the month following
receipt thereof and be remitted by
wire transfer in immediately available
funds to the Master Servicer for deposit
into the Master Servicer Custodial
Account.
Notwithstanding any other provision of this Agreement, the
Master
Servicer shall not permit any Mortgaged
Property acquired by the Trust to be
rented (or allowed to continue to be
rented) or otherwise used for the
production of income by or on behalf of the
Trust in such a manner or pursuant
to any terms that would (i) cause such
Mortgaged Property to fail to qualify as
"foreclosure property" within the meaning
of Section 860G(a)(8) of the Code,
(ii) result in the receipt by any REMIC of
any "income from non-permitted
assets" within the meaning of Section
860F(a)(2)(B) of the Code or any "net
income from foreclosure property" which is
subject to taxation under the REMIC
Provisions or (iii) subject any REMIC
created hereunder to the imposition of any
federal, state or local income taxes on the
income earned from such Mortgaged
Property under Section 860G(c) of the Code
or otherwise, unless the Master
Servicer or related Servicer, as
applicable, has agreed to indemnify and hold
harmless the Trust with respect to the
imposition of any such taxes.
Notwithstanding any other provision of this Agreement, the
Master
Servicer and the Securities Administrator,
as applicable, shall comply with all
federal withholding requirements with
respect to payments to Certificateholders
of interest or original issue discount that
the Master Servicer or the
Securities Administrator reasonably
believes are applicable under the Code. The
consent of Certificateholders shall not be
required for any such withholding.
Without limiting the foregoing, the Master
Servicer agrees that it will not
withhold with respect to payments of
interest or original issue discount in the
case of a Certificateholder that has
furnished or caused to be furnished an
effective Form W-8 or an acceptable
substitute form or a successor form and who
is not a "10 percent shareholder" within
the meaning of Code Section
871(h)(3)(B) or a "controlled foreign
corporation" described in Code Section
881(c)(3)(C) with respect to the Trust or
the Depositor. In the event the
Securities Administrator withholds any
amount from interest or original issue
discount payments or advances thereof to
any Certificateholder pursuant to
federal withholding requirements, the
Securities Administrator shall indicate
the amount withheld to such
Certificateholder.
Section 3.16 Trustee and Custodian 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 the Custodian on
behalf of the Trustee) 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 (or the Custodian
on behalf of the Trustee) and the
Master Servicer or the related Servicer).
Upon receipt of such request, the
Trustee (or the Custodian on behalf of the
Trustee) shall within seven (7)
Business Days release the related Mortgage
File to the Master Servicer or the
related Servicer. The Trustee (or the
Custodian on behalf of 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 the Custodian on
behalf of the Trustee) shall, upon delivery
to it of a Request for Release
signed by a Master Servicing Officer or a
Servicing Officer, release the
Mortgage File within seven (7) Business
Days to the Master Servicer or the
related Servicer. Subject to the further
limitations set forth below, the Master
Servicer or the applicable Servicer shall
cause the Mortgage Files so released
to be returned to the Trustee (or the
Custodian on behalf of the Trustee) when
the need therefor no longer exists, unless
the Mortgage Loan is liquidated and
the proceeds thereof are deposited in the
related Servicer Custodial Account, in
which case such Servicer shall deliver to
the Trustee (or the Custodian on
behalf of the Trustee) a Request for
Release, signed by a Servicing Officer.
If the Master Servicer or any related Servicer at any time seeks
to
initiate a foreclosure proceeding in
respect of any Mortgaged Property as
authorized by this Agreement or the
Servicing Agreement, the Master Servicer or
any related Servicer shall deliver or cause
to be delivered to the Trustee, for
signature, as appropriate, any court
pleadings, requests for trustee's sale or
other documents necessary to effectuate
such foreclosure or any legal action
brought to obtain judgment against the
Mortgagor on the Mortgage Note or the
Mortgage or to obtain a deficiency judgment
or to enforce any other remedies or
rights provided by the Mortgage Note or the
Mortgage or otherwise available at
law or in equity.
Section 3.17 Documents, Records and Funds in Possession of the
Master Servicer to be Held for the
Trustee.
Notwithstanding any other provisions of this Agreement, the
Master
Servicer shall cause each Servicer to
transmit to the Trustee (or the 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
Distribution Account or any Escrow Account, or
any funds that otherwise are or may become
due or payable to the Trustee for the
benefit of the Certificateholders, to any
claim, lien, security interest,
judgment, levy, writ of attachment or other
encumbrance created by the Master
Servicer or Servicer, or assert by legal
action or otherwise any claim or right
of setoff against any Mortgage File or any
funds collected on, or in connection
with, a Mortgage Loan, except, however,
that the Master Servicer shall be
entitled to set off against and deduct from
any such funds any amounts that are
properly due and payable to the Master
Servicer under this Agreement.
Section 3.18 Securities Administrator Compensation, Master
Servicer
Compensation and Servicer Compensation.
(a) As compensation for its services hereunder, the Securities
Administrator shall be entitled to a fee in
an amount agreed upon between the
Master Servicer and the Securities
Administrator, payable by the Master Servicer
out of its own funds and not out of any
funds of the Trust Estate. The
Securities Administrator shall also be
entitled to compensation in the form of
any reinvestment income from funds in the
Distribution Account. On each
Distribution Date, the Master Servicer
shall be entitled to compensation in the
form of the Master Servicer Custodial
Account Reinvestment Income and shall be
entitled to an amount equal to the Master
Servicing Fee for such Distribution
Date. The Securities Administrator and the
Master Servicer each shall be
required to pay all expenses incurred by it
in connection with its securities
administration activities or master
servicing activities hereunder and shall not
be entitled to reimbursement therefor
except as specifically provided in this
Agreement.
Section 3.19 Annual Statement as to Compliance.
The Master Servicer shall deliver to the Securities
Administrator
(and the Securities Administrator will
forward to the Trustee and each Rating
Agency), no later than March 15 following
the end of each calendar year
commencing with March 2006, an Officer's
Certificate, signed by two officers of
the Master Servicer, stating, as to the
signers thereof, that (a) a review of
the activities of the Master Servicer
during the preceding calendar year and of
the performance of the Master Servicer
under this Agreement or similar
agreements has been made under such
officer's supervision, and (b) to the best
of such officer's knowledge, based on such
review, the Master Servicer has
fulfilled all its obligations under this
Agreement throughout such year, or, if
there has been a default in the fulfillment
of any such obligation, specifying
each such default known to such officer and
the nature and status thereof.
In addition, the Master Servicer shall enforce each Servicer's
obligation under the related Servicing
Agreement to provide a similar statement
to the Securities Administrator relating to
compliance with the related
Servicing Agreement.
Section 3.20 Annual Independent Public Accountants' Servicing
Statements.
The Master Servicer shall enforce each Servicer's obligation
under
the related Servicing Agreement to provide
a report to the Securities
Administrator, as required to be provided
each year pursuant to each Servicing
Agreement, prepared by a firm of
independent public accountants (who may also
render other services to such Servicer or
any affiliate thereof) which is a
member of the American Institute of
Certified Public Accountants to the effect
that such firm has, with respect to such
Servicer's overall servicing
operations, examined such operations in
accordance with the requirements of the
Uniform Single Attestation Program for
Mortgage Bankers, and stating such firm's
conclusions relating thereto.
Section 3.21 Advances.
(a) The Master Servicer shall enforce the obligations of each
Servicer to make a Periodic Advance in
accordance with the applicable Servicing
Agreement. A Servicer shall be entitled to
be reimbursed from the applicable
Servicer Custodial Account for all Advances
of its own funds made pursuant to
the related Servicing Agreement. Based upon
information set forth in the
servicer reports, the Master Servicer shall
inform the Securities Administrator
of the amount of the Periodic Advance to be
made by a Servicer on each
applicable Advance Date no later than the
related Remittance Date. If a Servicer
fails to make any required Periodic Advance
pursuant to the related Servicing
Agreement, the Master Servicer shall (i)
unless the Master Servicer determines
that such Periodic Advance would not be
recoverable in its good faith business
judgment, make such Periodic Advance not
later than the Business Day preceding
the related Distribution Date and (ii) to
the extent such failure leads to the
termination of the Servicer and until such
time as a successor Servicer is
appointed, continue to make Periodic
Advances required pursuant to the related
Servicing Agreement for any Distribution
Date, within the same time frame set
forth in (i) above, unless the Master
Servicer determines (to the extent
provided in the related Servicing
Agreement) that such Periodic Advance would
not be recoverable.
Section 3.22 Reports to the Securities and Exchange Commission.
(a) The Securities Administrator and the Master Servicer shall
reasonably cooperate with the Depositor in
connection with the Trust's
satisfying its reporting requirements under
the Exchange Act. Without limiting
the generality of the foregoing, the
Securities Administrator shall prepare on
behalf of the Trust any monthly Current
Reports on Form 8-K (each, a "Monthly
Form 8-K") and Annual Reports on Form 10-K
(each, a "Form 10-K") customary for
similar securities as required by the
Exchange Act and the rules and regulations
of the Securities and Exchange Commission
thereunder, and the Securities
Administrator shall sign and file (via the
Securities and Exchange Commission's
Electronic Data Gathering and Retrieval
System) such Forms (other than any
Annual Report on Form 10-K, which shall be
signed by the Master Servicer) on
behalf of the Trust. Notwithstanding the
previous sentence, the Depositor shall
file the Current Report on Form 8-K in
connection with the filing of this
Agreement.
(b) Each Monthly Form 8-K shall be filed by the Securities
Administrator within 15 days after each
Distribution Date, including a copy of
the monthly statement to Certificateholders
delivered pursuant to Section
5.04(b) (each, a "Distribution Date
Statement") for such Distribution Date as an
exhibit thereto. On or prior to March 30th
of each year (or such earlier date as
may be required by the Exchange Act and the
rules and regulations of the
Securities and Exchange Commission),
commencing in the calendar year following
the date of this Agreement, the Securities
Administrator shall file a Form 10-K,
in substance as required by applicable law
or applicable Securities and Exchange
Commission staff's interpretations. Such
Form 10-K shall include as exhibits the
Master Servicer's and each Servicer's
annual statement of compliance described
under Section 3.19 and the accountant's
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 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.
(f) The obligations set forth in paragraphs (a) through (e) of
this
Section shall only apply with respect to
periods for which the Securities
Administrator is obligated to file reports
on Form 8-K or 10-K. 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, Form 10-D and 10-K as
required pursuant to this Section and the
then-current reporting requirements of
the Exchange Act and the parties hereto
will again have the obligations set
forth in paragraphs (a) through (e) of this
Section.
ARTICLE IV
MASTER SERVICER'S CERTIFICATE
Section 4.01 Master Servicer's Certificate.
(a) Each month, not later than 12:00 noon Eastern time on the
18th
calendar day of such month (or if such day
is not a Business Day, the following
Business Day), the Master Servicer shall
deliver to the Securities
Administrator, a Master Servicer's
Certificate based solely on the information
provided by the Servicers (in substance and
format mutually acceptable to the
Master Servicer and the Securities
Administrator) certified by a Master
Servicing Officer setting forth the
information necessary in order for the
Securities Administrator to perform its
obligations under this Agreement. The
Securities Administrator may conclusively
rely upon the information contained in
a Master Servicer's Certificate delivered
by the Master Servicer for all
purposes hereunder and shall have no duty
to verify or re-compute any of the
information contained therein.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions. On each Distribution Date, based
solely
on the information in the Master Servicer's
Certificates, the Securities
Administrator shall distribute or be deemed
to distribute, as applicable, out of
the Distribution Account or the Upper-Tier
Certificate Sub-Account, as
applicable (to the extent funds are
available therein), to each
Certificateholder of record on the related
Record Date (other than as provided
in Section 10.01 respecting the final
distribution) (a) by check mailed to such
Certificateholder entitled to receive a
distribution on such Distribution Date
at the address appearing in the Certificate
Register, or (b) upon written
request by the Holder of a Certificate
(other than a Residual Certificate), by
wire transfer or by such other means of
payment as such Certificateholder and
the Securities Administrator shall agree
upon, such Certificateholder's
Percentage Interest in the amount to which
the related Class of Certificates is
entitled in accordance with the priorities
set forth below in Section 5.02.
None of the Holders of any Class of Certificates, the Depositor,
the
Master Servicer, the Securities
Administrator or the Trustee shall in any way be
responsible or liable to Holders of any
Class of Certificates in respect of
amounts properly previously distributed on
any such Class.
Amounts distributed with respect to any Class of Certificates
shall
be applied first to the distribution of
interest thereon and then to principal
thereon.
Section 5.02 Priorities of Distributions.
(a) On each Distribution Date, based solely on the information
contained in the Master Servicer's
Certificate, the Securities Administrator
shall withdraw from the Distribution
Account (to the extent funds are available
therein) (1) to the extent not previously
paid, the amounts payable to the
Securities Administrator, the Master
Servicer and the Trustee pursuant to
Sections 3.11(a) and shall pay such funds
to itself, the Master Servicer and the
Trustee, as applicable, and (2) the Pool
Distribution Amount for each Loan
Group, and shall apply such funds, first,
to distributions in respect of the
Uncertificated Lower-Tier Interests and
then to the Uncertificated Middle-Tier
Interests as specified in this Section
5.02(a) and to the Class 1-A-R
Certificate, and then to distributions on
the Certificates (other than the Class
1-A-R Certificate). Distributions shall be
made on the Certificates in the
following order of priority and to the
extent of such funds, paying the Senior
Certificates of each Group from the
applicable Pool Distribution Amount, the
Class CB Certificates from the combined
Pool Distribution Amounts for Loan Group
1, Loan Group 2, Loan Group 3, Loan Group
4, Loan Group 5 and Loan Group 6 and
the Class DB Certificates from the combined
Pool Distribution Amounts for Loan
Group 7, Loan Group 8 and Loan Group 9, in
the following order of priority and
to the extent of such funds:
(i) to each Class of Senior Certificates, an amount allocable
to
interest
equal to the Interest Distribution Amount for such Class and
any
shortfall
being allocated among such Classes in proportion to the amount
of the
Interest Distribution Amount that would have been distributed
in
the
absence of such shortfall;
(ii) to each Class of 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);
(iii) to each Class of Subordinate Certificates, subject to
paragraph
(d) below, in the following order of priority:
(A) to the Class CB-1 Certificates or Class DB-1 Certificates,
as the case may be, an amount allocable to interest equal to
the
Interest Distribution Amount for such Class for such
Distribution
Date;
(B) to the Class CB-1 Certificates or Class DB-1 Certificates,
as the case may be, an amount allocable to principal equal to
its
Pro Rata Share for such Distribution Date until the Class
Certificate Balance thereof has been reduced to zero;
(C) to the Class CB-2 Certificates or Class DB-2 Certificates,
as the case may be, an amount allocable to interest equal to
the
Interest Distribution Amount for such Class for such
Distribution
Date;
(D) to the Class CB-2 Certificates or Class DB-2 Certificates,
as the case may be, an amount allocable to principal equal to
its
Pro Rata Share for such Distribution Date until the Class
Certificate Balance thereof has been reduced to zero;
(E) to the Class CB-3 Certificates or Class DB-3 Certificates,
as the case may be, an amount allocable to interest equal to
the
Interest Distribution Amount for such Class for such
Distribution
Date;
(F) to the Class CB-3 Certificates or Class DB-3 Certificates,
as the case may be, an amount allocable to principal equal to
its
Pro Rata Share for such Distribution Date until the Class
Certificate Balance thereof has been reduced to zero;
(G) to the Class CB-4 Certificates or Class DB-4 Certificates,
as the case may be, an amount allocable to interest equal to
the
Interest Distribution Amount for such Class for such
Distribution
Date;
(H) to the Class CB-4 Certificates or Class DB-4 Certificates,
as the case may be, an amount allocable to principal equal to
its
Pro Rata Share for such Distribution Date until the Class
Certificate Balance thereof has been reduced to zero;
(I) to the Class CB-5 Certificates or Class DB-5 Certificates,
as the case may be, an amount allocable to interest equal to
the
Interest Distribution Amount for such Class for such
Distribution
Date;
(J) to the Class CB-5 Certificates or Class DB-5 Certificates,
as the case may be, an amount allocable to principal equal to
its
Pro Rata Share for such Distribution Date until the Class
Certificate Balance thereof has been reduced to zero;
(K) to the Class CB-6 Certificates or Class DB-6 Certificates,
as the case may be, an amount allocable to interest equal to
the
Interest Distribution Amount for such Class for such
Distribution
Date; and
(L) to the Class CB-6 Certificates or Class DB-6 Certificates,
as the case may be, an amount allocable to principal equal to
its
Pro Rata Share for such Distribution Date until the Class
Certificate Balance thereof has been reduced to zero; and
(iv) to the Holder of the Class 1-A-R Certificate, any amounts
remaining
in the Upper-Tier Certificate Sub-Account, the Middle-Tier
Certificate Sub-Account, the CB Lower-Tier Certificate Sub-Account,
the DB
Lower-Tier
Certificate Sub-Account and any remaining Pool Distribution
Amounts.
No Class of Certificates will be entitled to any distributions
with
respect to the amount payable pursuant to
clause (ii) of the definition of
"Interest Distribution Amount" after its
Class Certificate Balance has been
reduced to zero.
All distributions in respect of the Interest Distribution Amount
for
a Class will be applied first with respect
to the amount payable pursuant to
clause (i) of the definition of "Interest
Distribution Amount" and second with
respect to the amount payable pursuant to
clause (ii) of such definition.
On each Distribution Date, the Securities Administrator shall
distribute any Reimbursement Amount
sequentially to the Classes of Certificates
then outstanding which bore the loss to
which such Reimbursement Amount relates
beginning with the most senior of such
Classes of Certificates, up to, with
respect to each Class, the amount of loss
borne by such Class. Any Reimbursement
Amount remaining after the application
described in the preceding sentence shall
be included in the Pool Distribution Amount
for the applicable Loan Group.
Distributions on the CB Uncertificated Lower-Tier Interests. On
each
Distribution Date, interest shall be
distributed in respect of each CB
Uncertificated Lower-Tier Interest at the
pass-through rate thereon, as
described in the fourth succeeding
paragraph. On each Distribution Date,
distributions of principal with respect to
the CB Uncertificated Lower-Tier
Interests shall be made first, to the Class
1-LS Interest, Class 2-LS Interest,
Class 3-LS Interest, Class 4-LS Interest,
Class 5-LS Interest and Class 6-LS
Interest, so as to keep their principal
balances equal to 0.1% of the Group
Subordinate Amount for Loan Group 1, Loan
Group 2, Loan Group 3, Loan Group 4,
Loan Group 5 and Loan Group 6, respectively
(except that if any such excess is a
larger number than in the preceding
distribution period, the least amount of
principal shall be distributed to the Class
1-LS Interest, Class 2-LS Interest,
Class 3-LS Interest, Class 4-LS Interest,
Class 5-LS Interest and Class 6-LS
Interest such that the CB Subordinate
Balance Ratio is maintained); and second,
any remaining principal to the Class 1-L
Interest, Class 2-L Interest, Class 3-L
Interest, Class 4-L Interest, Class 5-L
Interest and Class 6-L Interest. Any
distributions made to the CB Uncertificated
Lower-Tier Interests pursuant to
this paragraph shall be made (a) from the
Pool Distribution Amount for Loan
Group 1 to CB Uncertificated Lower-Tier
Interests beginning with the numeral
"1," (b) from the Pool Distribution Amount
for Loan Group 2 to CB Uncertificated
Lower-Tier Interests beginning with the
numeral "2," (c) from the Pool
Distribution Amount for Loan Group 3 to CB
Uncertificated Lower-Tier Interests
beginning with the numeral "3," (d) from
the Pool Distribution Amount for Loan
Group 4 to CB Uncertificated Lower-Tier
Interests beginning with the numeral
"4," (e) from the Pool Distribution Amount
for Loan Group 5 to CB Uncertificated
Lower-Tier Interests beginning with the
numeral "5" and (f) from the Pool
Distribution Amount for Loan Group 6 to CB
Uncertificated Lower-Tier Interests
beginning with the numeral "6."
Realized Losses shall be applied after all distributions have
been
made on each Distribution Date first, to
the Class 1-LS Interest, the Class 2-LS
Interest, the Class 3-LS Interest, the
Class 4-LS Interest, the Class 5-LS
Interest and the Class 6-LS Interest, so as
to keep their principal balances
equal to 0.1% of the Group Subordinate
Amount for Loan Group 1, Loan Group 2,
Loan Group 3, Loan Group 4, Loan Group 5
and Loan Group 6, respectively (except
that if any such excess is a larger number
than in the preceding distribution
period, the least amount of Realized Losses
shall be allocated to the Class 1-LS
Interest, Class 2-LS Interest, Class 3-LS
Interest, Class 4-LS Interest, Class
5-LS Interest and Class 6-LS Interest such
that the CB Subordinate Balance Ratio
is maintained); and second, the remaining
Realized Losses shall be allocated to
the Class 1-L Interest, the Class 2-L
Interest, the Class 3-L Interest, the
Class 4-L Interest, the Class 5-L Interest
and the Class 6-L Interest. Any
Realized Losses allocated to the CB
Uncertificated Lower-Tier Interests pursuant
to this paragraph shall be (a) from
Realized Losses allocated to Loan Group 1 in
the case of CB Uncertificated Lower-Tier
Interests beginning with the numeral
"1," (b) from Realized Losses allocated to
Loan Group 2 in the case of CB
Uncertificated Lower-Tier Interests
beginning with the numeral "2," (c) from
Realized Losses allocated to Loan Group 3
in the case of CB Uncertificated
Lower-Tier Interests beginning with the
numeral "3," (d) from Realized Losses
allocated to Loan Group 4 in the case of CB
Uncertificated Lower-Tier Interests
beginning with the numeral "4," (e) from
Realized Losses allocated to Loan Group
5 in the case of CB Uncertificated
Lower-Tier Interests beginning with the
numeral "5" and (f) from Realized Losses
allocated to Loan Group 6 in the case
of CB Uncertificated Lower-Tier Interests
beginning with the numeral "6."
Recoveries and Reimbursement Amounts shall be applied to the CB
Uncertificated Lower-Tier Interests in a
manner analogous to the application of
Realized Losses to the CB Uncertificated
Lower-Tier Interests.
As of any date, the aggregate principal balance of the Class
1-L
Interest and the Class 1-LS Interest shall
equal the aggregate Stated Principal
Balance 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 Stated
Principal Balance of Loan Group 2. As of
any date, the aggregate principal
balance of the Class 3-L Interest and the
Class 3-LS Interest shall equal the
aggregate Stated Principal Balance of Loan
Group 3. As of any date, the
aggregate principal balance of the Class
4-L Interest and the Class 4-LS
Interest shall equal the aggregate Stated
Principal Balance of Loan Group 4. As
of any date, the aggregate principal
balance of the Class 5-L Interest and the
Class 5-LS Interest shall equal the
aggregate Stated Principal Balance of Loan
Group 5. As of any date, the aggregate
principal balance of the Class 6-L
Interest and the Class 6-LS Interest shall
equal the aggregate Stated Principal
Balance of Loan Group 6.
The pass-through rate with respect to the Class 1-L Interest and
the
Class 1-LS Interest shall be the Net WAC
for the Group 1 Mortgage Loans. The
pass-through rate with respect to the Class
2-L Interest and the Class 2-LS
Interest shall be the Net WAC for the Group
2 Mortgage Loans. The pass-through
rate with respect to the Class 3-L Interest
and the Class 3-LS Interest shall be
the Net WAC for the Group 3 Mortgage Loans.
The pass-through rate with respect
to the Class 4-L Interest and the Class
4-LS Interest shall be the Net WAC for
the Group 4 Mortgage Loans. The
pass-through rate with respect to the Class 5-L
Interest and the Class 5-LS Interest shall
be the Net WAC for the Group 5
Mortgage Loans. The pass-through rate with
respect to the Class 6-L Interest and
the Class 6-LS Interest shall be the Net
WAC for the Group 6 Mortgage Loans.
Amounts distributed to the CB
Uncertificated Lower-Tier Interests in respect of
principal and interest with respect to any
Distribution Date are referred to
herein collectively as the "CB Lower-Tier
Distribution Amount."
Distributions on the DB Uncertificated Lower-Tier Interests. On
each
Distribution Date, interest shall be
distributed in respect of each DB
Uncertificated Lower-Tier Interest at the
pass-through rate thereon, as
described in the fourth succeeding
paragraph. On each Distribution Date,
distributions of principal with respect to
the DB Uncertificated Lower-Tier
Interests shall be made first, to the Class
7-LS Interest, Class 8-LS Interest
and Class 9-LS Interest, so as to keep
their principal balances equal to 0.1% of
the Group Subordinate Amount for Loan Group
7, Loan Group 8 and Loan Group 9,
respectively (except that if any such
excess is a larger number than in the
preceding distribution period, the least
amount of principal shall be
distributed to the Class 7-LS Interest,
Class 8-LS Interest and Class 9-LS
Interest such that the DB Subordinate
Balance Ratio is maintained); and second,
any remaining principal to the Class 7-L
Interest, Class 8-L Interest and Class
9-L Interest. Any distributions made to the
DB Uncertificated Lower-Tier
Interests pursuant to this paragraph shall
be made (a) from the Pool
Distribution Amount for Loan Group 7 to DB
Uncertificated Lower-Tier Interests
beginning with the numeral "7," (b) from
the Pool Distribution Amount for Loan
Group 8 to DB Uncertificated Lower-Tier
Interests beginning with the numeral "8"
and (c) from the Pool Distribution Amount
for Loan Group 9 to DB Uncertificated
Lower-Tier Interests beginning with the
numeral "9."
Realized Losses shall be applied after all distributions have
been
made on each Distribution Date first, to
the Class 7-LS Interest, the Class 8-LS
Interest and the Class 9-LS Interest, so as
to keep their principal balances
equal to 0.1% of the Group Subordinate
Amount for Loan Group 7, Loan Group 8 and
Loan Group 9, respectively (except that if
any such excess is a larger number
than in the preceding distribution period,
the least amount of Realized Losses
shall be allocated to the Class 7-LS
Interest, Class 8-LS Interest and Class
9-LS Interest such that the DB Subordinate
Balance Ratio is maintained); and
second, the remaining Realized Losses shall
be allocated to the Class 7-L
Interest, the Class 8-L Interest and the
Class 9-L Interest. Any Realized Losses
allocated to the DB Uncertificated
Lower-Tier Interests pursuant to this
paragraph shall be (a) from Realized Losses
allocated to Loan Group 7 in the
case of DB Uncertificated Lower-Tier
Interests beginning with the numeral "7,"
(b) from Realized Losses allocated to Loan
Group 8 in the case of DB
Uncertificated Lower-Tier Interests
beginning with the numeral "8" and (c) from
Realized Losses allocated to Loan Group 9
in the case of DB Uncertificated
Lower-Tier Interests beginning with the
numeral "9."
Recoveries and Reimbursement Amounts shall be applied to the DB
Uncertificated Lower-Tier Interests in a
manner analogous to the application of
Realized Losses to the DB Uncertificated
Lower-Tier Interests.
As of any date, the aggregate principal balance of the Class
7-L
Interest and the Class 7-LS Interest shall
equal the Pool Stated Principal
Balance of Loan Group 7. As of any date,
the aggregate principal balance of the
Class 8-L Interest and the Class 8-LS
Interest shall equal the Pool Stated
Principal Balance of Loan Group 8. As of
any date, the aggregate principal
balance of the Class 9-L Interest and the
Class 9-LS Interest shall equal the
Pool Stated Principal Balance of Loan Group
9.
The pass-through rate with respect to the Class 7-L Interest and
the
Class 7-LS Interest shall be the Net WAC
for the Group 7 Mortgage Loans. The
pass-through rate with respect to the Class
8-L Interest and the Class 8-LS
Interest shall be the Net WAC for the Group
8 Mortgage Loans. The pass-through
rate with respect to the Class 9-L Interest
and the Class 9-LS Interest shall be
the Net WAC for the Group 9 Mortgage Loans.
Amounts distributed to the DB
Uncertificated Lower-Tier Interests in
respect of principal and interest with
respect to any Distribution Date are
referred to herein collectively as the "DB
Lower-Tier Distribution Amount."
Distributions on the Uncertificated Middle-Tier Interests. On
each
Distribution Date, each Uncertificated
Middle-Tier 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 or
Classes as provided herein. On each
Distribution Date, each Uncertificated
Middle-Tier Interest shall receive
distributions in respect of interest in an
amount equal to the Interest Distribution
Amount in respect of its Corresponding
Upper-Tier Class or Classes 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 of each Uncertificated
Middle-Tier Interest equals the aggregate
of the Class Certificate Balances of
the respective Corresponding Upper-Tier
Class or Classes. The initial principal
balance of each Uncertificated Middle-Tier
Interest equals the aggregate of the
Initial Class Certificate Balances of the
respective Corresponding Upper-Tier
Class or Classes.
The pass-through rate with respect to the Class 1-A-M1 Interest
and
Class 1-A-MUR Interest shall be the Net WAC
for the Group 1 Mortgage Loans. The
pass-through rate with respect to the Class
2-A-M1 Interest shall be the Net WAC
for the Group 2 Mortgage Loans. The
pass-through rate with respect to the Class
3-A-M1 Interest shall be the Net WAC for
the Group 3 Mortgage Loans. The
pass-through rate with respect to the Class
4-A-M1 Interest shall be the Net WAC
for the Group 4 Mortgage Loans. The
pass-through rate with respect to the Class
5-A-M1 Interest shall be the Net WAC for
the Group 5 Mortgage Loans. The
pass-through rate with respect to the Class
6-A-M1 Interest shall be the Net WAC
for the Group 6 Mortgage Loans. The
pass-through rate with respect to the Class
7-A-M1 Interest shall be the Net WAC for
the Group 7 Mortgage Loans. The
pass-through rate with respect to the Class
8-A-M1 Interest shall be the Net WAC
for the Group 8 Mortgage Loans. The
pass-through rate with respect to the Class
9-A-M1 Interest shall be the Net WAC for
the Group 9 Mortgage Loans. The
pass-through rate with respect to the Class
CB-M1 Interest, Class CB-M2
Interest, Class CB-M3 Interest, Class CB-M4
Interest, Class CB-M5 Interest and
Class CB-M6 Interest shall be the weighted
average of the Class 1-LS Interest,
the Class 2-LS Interest, the Class 3-LS
Interest, the Class 4-LS Interest, the
Class 5-LS Interest and the Class 6-LS
Interest. The pass-through rate with
respect to the Class DB-M1 Interest, Class
DB-M2 Interest, Class DB-M3 Interest,
Class DB-M4 Interest, Class DB-M5 Interest
and Class DB-M6 Interest shall be the
weighted average of the Class 7-LS
Interest, the Class 8-LS Interest and the
Class 9-LS Interest.
(b) (i) On each Distribution Date prior to the Senior Credit
Support
Depletion Date for the CB Crossed Loan
Groups, 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; and
second, concurrently, to the Class 1-A-1, Class 1-A-2 and Class
1-A-3 Certificates, pro rata, until their
Class Certificate Balances have been
reduced to zero.
(ii) On each
Distribution Date prior to the Senior Credit Support
Depletion Date for the CB Crossed Loan
Groups, the amount distributable to the
Group 2 Senior Certificates pursuant to
Section 5.02(a)(ii) for such
Distribution Date, will be distributed
concurrently, to the Class 2-A-1 and
Class 2-A-2 Certificates, pro rata, until
their Class Certificate Balances have
been reduced to zero.
(iii) On each Distribution Date prior to the Senior Credit
Support
Depletion Date for the CB Crossed Loan
Groups, the amount distributable to the
Group 3 Senior Certificates pursuant to
Section 5.02(a)(ii) for such
Distribution Date, will be distributed
concurrently, to the Class 3-A-1 and
Class 3-A-2 Certificates, pro rata, until
their Class Certificate Balances have
been reduced to zero.
(iv) On each
Distribution Date prior to the Senior Credit Support
Depletion Date for the CB Crossed Loan
Groups, the amount distributable to the
Group 4 Senior Certificates pursuant to
Section 5.02(a)(ii) for such
Distribution Date, will be distributed
concurrently, to the Class 4-A-1 and
Class 4-A-2 Certificates, pro rata, until
their Class Certificate Balances have
been reduced to zero.
(v) On each
Distribution Date prior to the Senior Credit Support
Depletion Date for the CB Crossed Loan
Groups, the amount distributable to the
Group 5 Senior Certificates pursuant to
Section 5.02(a)(ii) for such
Distribution Date, will be distributed
concurrently, to the Class 5-A-1 and
Class 5-A-2 Certificates, pro rata, until
their Class Certificate Balances have
been reduced to zero.
(vi) On each
Distribution Date prior to the Senior Credit Support
Depletion Date for the CB Crossed Loan
Groups, the amount distributable to the
Group 6 Senior Certificates pursuant to
Section 5.02(a)(ii) for such
Distribution Date, will be distributed
concurrently, to the Class 6-A-1 and
Class 6-A-2 Certificates, pro rata, until
their Class Certificate Balances have
been reduced to zero.
(vii) On each Distribution Date prior to the Senior Credit
Support
Depletion Date for the DB Crossed Loan
Groups, the amount distributable to the
Group 7 Senior Certificates pursuant to
Section 5.02(a)(ii) for such
Distribution Date, will be distributed
concurrently to the Class 7-A-1 and Class
7-A-2 Certificates pro rata, until their
Class Certificate Balances have been
reduced to zero.
(viii) On each Distribution Date prior to the Senior Credit
Support
Depletion Date for the DB Crossed Loan
Groups, the amount distributable to the
Group 8 Senior Certificates pursuant to
Section 5.02(a)(ii) for such
Distribution Date, will be distributed
concurrently to the Class 8-A-1 and Class
8-A-2 Certificates, pro rata, until their
Class Certificate Balances has been
reduced to zero.
(ix) On each
Distribution Date prior to the Senior Credit Support
Depletion Date for the DB Crossed Loan
Groups, the amount distributable to the
Group 9 Senior Certificates pursuant to
Section 5.02(a)(ii) for such
Distribution Date, will be distributed
concurrently to the Class 9-A-1 and Class
9-A-2 Certificates, pro rata, until their
Class Certificate Balances have been
reduced to zero.
On each Distribution Date on or after the Senior Credit Support
Depletion Date for a Group, notwithstanding
the allocation and priority set
forth above, the portion of the Pool
Distribution Amount with respect to a Loan
Group available to be distributed as
principal of the Senior Certificates of the
Related Group shall be distributed
concurrently, as principal, on such Classes,
pro rata, on the basis of their respective
Class Certificate Balances, until the
Class Certificate Balances thereof are
reduced to zero.
Notwithstanding the foregoing, on each Distribution Date prior
to
the Senior Credit Support Depletion Date
for the CB Crossed Loan Groups but on
or after the date on which the aggregate
Class Certificate Balance of the Senior
Certificates of a CB Crossed Group have
been reduced to zero, amounts otherwise
distributable from the Unscheduled
Principal Amounts with respect to the related
CB Crossed Loan Group on the Class CB
Certificates will be paid as principal to
the remaining classes of Senior
Certificates of the other CB Crossed Groups in
accordance with the priorities set forth
for the applicable Group in clause (i),
(ii), (iii), (iv), (v) or (vi) above,
provided that on such Distribution Date
(a) the CB Crossed Loan Group Subordinate
Percentage for such Distribution Date
is less than twice the initial CB Crossed
Loan Group Subordinate Percentage or
(b) the outstanding principal balance of
all Mortgage Loans in the CB Crossed
Loan Groups (including, for this purpose,
any Mortgage Loans in foreclosure or
any REO Property and any Mortgage Loan for
which the mortgagor has filed for
bankruptcy) delinquent 60 days or more
(averaged over the preceding six month
period), as a percentage of the aggregate
Class Certificate Balance of the Class
CB Certificates, is greater than or equal
to 50%. If the Senior Certificates of
two or more CB Crossed Groups remain
outstanding, the distributions described
above will be made to the Senior
Certificates of such Groups, pro rata, in
proportion to the aggregate Class
Certificate Balance of the Senior Certificates
of each such Group. In addition, after
giving effect to the second preceding
sentence, if on any Distribution Date the
aggregate Class Certificate Balance of
the Senior Certificates of a CB Crossed
Group is greater than the Adjusted Pool
Amount of the related CB Crossed Loan Group
(any such Group, the "CB
Undercollateralized Group" and any such
excess, the "CB Undercollateralized
Amount"), all amounts otherwise
distributable as principal on the Class CB
Certificates pursuant to 5.02(a)(iii)(L),
(J), (H), (F), (D) and (B), in that
order, will be paid as principal to the
Senior Certificates of the CB
Undercollateralized Group in accordance
with the priorities set forth for the
applicable Group above under (i), (ii),
(iii), (iv), (v) or (vi) until the
aggregate Class Certificate Balance of the
Senior Certificates of the CB
Undercollateralized Group equals the
Adjusted Pool Amount of the related CB
Crossed Loan Group. Also, the amount of any
Class Unpaid Interest Shortfalls
with respect to the Undercollateralized
Group (including any Class Unpaid
Interest Shortfalls for such Distribution
Date) will be paid to the
Undercollateralized Group prior to the
payment of any Undercollateralized Amount
from amounts otherwise distributable as
principal on the Class CB Certificates
pursuant to 5.02(a)(iii)(L), (J), (H), (F),
(D) and (B), in that order: such
amount will be paid to the Senior
Certificates of such Undercollateralized Group
up to their Interest Distribution Amounts
for such Distribution Date. If two or
more Groups are CB Undercollateralized
Groups, the distributions described above
will be made, pro rata, in proportion to
the amount by which the aggregate Class
Certificate Balance of the Senior
Certificates of each such CB Crossed Group
exceeds the Adjusted Pool Amount of the
related CB Crossed Loan Group.
Notwithstanding the foregoing, on each Distribution Date prior
to
the Senior Credit Support Depletion Date
for the DB Crossed Loan Groups but on
or after the date on which the aggregate
Class Certificate Balance of the Senior
Certificates of a DB Crossed Group have
been reduced to zero, amounts otherwise
distributable from the Unscheduled
Principal Amounts with respect to the related
DB Crossed Loan Group on the Class DB
Certificates will be paid as principal to
the remaining classes of Senior
Certificates of the other DB Crossed Groups in
accordance with the priorities set forth
for the applicable Group in clause
(vii), (viii) or (ix) above, provided that
on such Distribution Date (a) the DB
Crossed Loan Group Subordinate Percentage
for such Distribution Date is less
than twice the initial DB Crossed Loan
Group Subordinate Percentage or (b) the
outstanding principal balance of all
Mortgage Loans in the DB Crossed Loan
Groups (including, for this purpose, any
Mortgage Loans in foreclosure or any
REO Property and any Mortgage Loan for
which the mortgagor has filed for
bankruptcy) delinquent 60 days or more
(averaged over the preceding six month
period), as a percentage of the aggregate
Class Certificate Balance of the Class
DB Certificates, is greater than or equal
to 50%. If the Senior Certificates of
two DB Crossed Groups remain outstanding,
the distributions described above will
be made to the Senior Certificates of such
Groups, pro rata, in proportion to
the aggregate Class Certificate Balance of
the Senior Certificates of each such
Group. In addition, after giving effect to
the second preceding sentence, if on
any Distribution Date the aggregate Class
Certificate Balance of the Senior
Certificates of a DB Crossed Group is
greater than the Adjusted Pool Amount of
the related DB Crossed Loan Group (any such
Group, the "DB Undercollateralized
Group" and any such excess, the "DB
Undercollateralized Amount"), all amounts
otherwise distributable as principal on the
Class DB Certificates pursuant to
5.02(a)(iii)(L), (J), (H), (F), (D) and
(B), in that order, will be paid as
principal to the Senior Certificates of the
DB Undercollateralized Group in
accordance with the priorities set forth
for the applicable Group above under
(vii), (viii) or (ix) until the aggregate
Class Certificate Balance of the
Senior Certificates of the DB
Undercollateralized Group equals the Adjusted Pool
Amount of the related DB Crossed Loan
Group. Also, the amount of any Class
Unpaid Interest Shortfalls with respect to
the Undercollateralized Group
(including any Class Unpaid Interest
Shortfalls for such Distribution Date) will
be paid to the Undercollateralized Group
prior to the payment of any
Undercollateralized Amount from amounts
otherwise distributable as principal on
the Class DB Certificates pursuant to
5.02(a)(iii)(L), (J), (H), (F), (D) and
(B), in that order: such amount will be
paid to the Senior Certificates of such
Undercollateralized Group up to their
Interest Distribution Amounts for such
Distribution Date. If two Groups are DB
Undercollateralized Groups, the
distributions described above will be made,
pro rata, in proportion to the
amount by which the aggregate Class
Certificate Balance of the Senior
Certificates of each such DB Crossed Group
exceeds the Adjusted Pool Amount of
the related DB Crossed Loan Group.
(c) On each Distribution Date, Accrued Certificate Interest for
each
Class of Certificates for such Distribution
Date shall be reduced by such Class'
pro rata share, based on such Class'
Interest Distribution Amount for such
Distribution Date, without taking into
account the allocation made by this
Section 5.02(c), of (A) Non-Supported
Interest Shortfalls, (B) on and after the
related Senior Credit Support Depletion
Date, any other Realized Loss on the
Mortgage Loans in the Related Loan Group
allocable to interest and (C) Relief
Act Reductions incurred on the Mortgage
Loans during the Prior Period.
(d) Notwithstanding the priority and allocation contained in
Section
5.02(a)(iii), if with respect to any Class
of Class CB Certificates or Class DB
Certificates on any Distribution Date, (i)
the aggregate of the Class
Certificate Balances immediately prior to
such Distribution Date of all Classes
of Class CB Certificates or Class DB
Certificates, as the case may be, which
have a higher numerical Class designation
than such Class, divided by (ii) the
aggregate Pool Stated Principal Balance for
the CB Crossed Loan Groups
immediately prior to such Distribution Date
in the case of the Class CB
Certificates and the aggregate Pool Stated
Principal Balance for the DB Crossed
Loan Groups immediately prior to such
Distribution Date in the case of the Class
DB Certificates (for each Class, the
"Fractional Interest") is less than the
Original Fractional Interest for such
Class, no distribution of principal in
respect of clause (ii) of the Subordinate
Principal Distribution Amounts will be
made to any Classes of Class CB
Certificates or Class DB Certificates junior to
such Class (the "Restricted Classes") and
the Class Certificate Balances of the
Restricted Classes of Class CB Certificates
or Class DB Certificates will not be
used in determining the Pro Rata Share for
the Class CB Certificates or Class DB
Certificates that are not Restricted
Classes. If the aggregate Class Certificate
Balances of the Class CB Certificates or
Class DB Certificates that are not
Restricted Classes are reduced to zero,
notwithstanding the previous sentence,
any funds remaining will be distributed
sequentially to the Class CB
Certificates or Class DB Certificates that
are Restricted Classes of such
Related Group in order of their respective
numerical Class designations
(beginning with the Class of Class CB
Certificates or Class DB Certificates that
is a Restricted Class then outstanding with
the lowest numerical Class
designation).
Section 5.03 Allocation of Losses.
(a) On or prior to each Determination Date, the Master Servicer
shall inform the Securities Administrator
in writing with respect to each
Mortgage Loan: (1) whether any Realized
Loss is a Deficient Valuation or a Debt
Service Reduction, (2) of the amount of
such loss or Deficient Valuation, or of
the terms of such Debt Service Reduction
and (3) of the total amount of Realized
Losses on the Mortgage Loans in each Loan
Group. Based on such information, the
Securities Administrator shall determine
the total amount of Realized Losses on
the Mortgage Loans in each Loan Group with
respect to the related Distribution
Date. Realized Losses shall be allocated to
the Certificates by a reduction in
the Class Certificate Balances of the
designated Classes pursuant to the
operation of Section 5.03(b).
(b) The Class Certificate Balance of the Class of Class CB
Certificates then outstanding with the
highest numerical Class designation shall
be reduced or increased on each
Distribution Date by the amount, if any,
necessary such that the aggregate of the
Class Certificate Balances of all
outstanding Classes of Group 1 Senior
Certificates, Group 2 Senior Certificates,
Group 3 Senior Certificates, Group 4 Senior
Certificates, Group 5 Senior
Certificates and Group 6 Senior
Certificates (after giving effect to the amount
to be distributed as a distribution of
principal on such Distribution Date)
equals the sum of the Adjusted Pool Amounts
for the CB Crossed Loan Groups such
Distribution Date.
The Class Certificate Balance of the Class of Class DB
Certificates
then outstanding with the highest numerical
Class designation shall be reduced
or increased on each Distribution Date by
the amount, if any, necessary such
that the aggregate of the Class Certificate
Balances of all outstanding Classes
of Group 7 Senior Certificates, Group 8
Senior Certificates and Group 9 Senior
Certificates (after giving effect to the
amount to be distributed as a
distribution of principal on such
Distribution Date) equals the sum of the
Adjusted Pool Amounts for the DB Crossed
Loan Groups such Distribution Date.
After the applicable Senior Credit Support Depletion Date, the
Class
Certificate Balances of the Senior
Certificates of each Group in the aggregate
shall be reduced or increased on each
Distribution Date by the amount, if any,
necessary such that the aggregate of the
Class Certificate Balances of all
outstanding Classes of Senior Certificates
of such Group (after giving effect to
the amount to be distributed as a
distribution of principal on such Distribution
Date) equals the Adjusted Pool Amount for
the Related Loan Group for such
Distribution Date.
Any such reduction or increase shall be allocated among the
Senior
Certificates of such Group based on the
Class Certificate Balances immediately
prior to such Distribution Date.
(c) Any reduction or increase in the Class Certificate Balance of
a
Class of Certificates pursuant to Section
5.03(b) above shall be allocated among
the Certificates of such Class in
proportion to their respective Percentage
Interests.
(d) The calculation of the amount to be distributed as principal
to
any Class of Class CB Certificates or Class
DB Certificates with respect to a
Distribution Date (the "Calculated
Principal Distribution") shall be made prior
to the allocation of any Realized Losses
for such Distribution Date; provided,
however, the actual payment of principal to
the Classes of Class CB Certificates
or Class DB Certificates shall be made
subsequent to the allocation of Realized
Losses for such Distribution Date. In the
event that after the allocation of
Realized Losses for a Distribution Date,
the Calculated Principal Distribution
for a Class of Class CB Certificates or
Class DB Certificates is greater than
the Class Certificate Balance of such
Class, the excess shall be distributed
first, sequentially, to the Classes of
Class CB Certificates or the Class DB
Certificates, as the case may be, then
outstanding (beginning with the Class of
Class CB Certificates or Class DB
Certificates, as the case may be, then
outstanding with the lowest numerical
designation) until the respective Class
Certificate Balance of each such Class is
reduced to zero and then to the Group
1 Senior Certificates, Group 2 Senior
Certificates, Group 3 Senior Certificates,
Group 4 Senior Certificates, Group 5 Senior
Certificates and Group 6 Senior
Certificates, in the case of Class CB
Certificates, pro rata, in accordance with
the priorities set forth in Section 5.02,
or the Group 7 Senior Certificates,
Group 8 Senior Certificates and Group 9
Senior Certificates, in the case of the
Class DB Certificates, pro rata, in
accord
