EXHIBIT 4
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BANC OF AMERICA FUNDING CORPORATION,
as
Depositor,
GREENPOINT MORTGAGE FUNDING, INC.,
as a Servicer,
BANK OF AMERICA, NATIONAL ASSOCIATION,
as a Servicer,
NATIONAL CITY MORTGAGE CO.,
as a Servicer,
and
WELLS FARGO BANK, N.A.,
as Trustee
POOLING AND SERVICING
AGREEMENT
Dated March 30, 2005
-----------------------
Mortgage Pass-Through Certificates
Series 2005-B
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<PAGE>
TABLE OF CONTENTS
PRELIMINARY
STATEMENT......................................................
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms................................................
Section 1.02
Calculations.................................................
Section 1.03 Rights of the NIMS
Insurer...................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans.................................
Section 2.02 Acceptance by the Trustee of the
Mortgage Loans..............
Section 2.03 Representations, Warranties and
Covenants of the Servicers...
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.......................
Section 2.09 Repurchase of Converted Mortgage
Loans.......................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicers to Service Mortgage
Loans..........................
Section 3.02 Subservicing; Enforcement of the
Obligations of the
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;
Collection of BPP Mortgage Loan Payments...........
Section 3.06 Rights of the Depositor and the
Trustee in Respect
of the Servicers...........................................
Section 3.07 Trustee to Act as
Servicer...................................
Section 3.08 Collection of Mortgage Loan
Payments.........................
Section 3.09 Collection of Mortgage Loan
Payments; Servicer Custodial
Accounts, Distribution Account and Reserve Account........
Section 3.10 Collection of Taxes, Assessments
and Similar Items;
Escrow Accounts...........................................
Section 3.11 Access of Trustee and NIMS Insurer
to Certain Documentation
and Information Regarding the Mortgage Loans..............
Section 3.12 Permitted Withdrawals from the
Servicer Custodial Accounts
and the Distribution Account..............................
Section 3.13 Maintenance of Hazard Insurance
and Other Insurance..........
Section 3.14 Enforcement of Due-On-Sale
Clauses; Assumption Agreements....
Section 3.15 Realization Upon Defaulted
Mortgage Loans; REO Property......
Section 3.16 Trustee to Cooperate; Release of
Mortgage Files..............
Section 3.17 Documents, Records and Funds in
Possession of the
Servicers to be Held for the Trustee.......................
Section 3.18 Servicing
Compensation.......................................
Section 3.19 Annual Statement as to
Compliance............................
Section 3.20 Annual Independent Public
Accountants' Servicing
Statement; Financial Statements............................
Section 3.21
Advances.....................................................
Section 3.22 Modifications, Waivers, Amendments
and Consents..............
Section 3.23 Reports to the Securities and
Exchange Commission............
ARTICLE IV
SERVICERS' CERTIFICATES
Section 4.01 Servicers'
Certificates......................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01
Distributions................................................
Section 5.02 Priorities of Distributions for
the Shifting Interest Groups.
Section 5.03 Priorities of Distributions for
Group 3......................
Section 5.04 Allocation of Losses for the
Shifting Interest Certificates..
Section 5.05 Allocation of Losses for the Group
3 Certificates............
Section 5.06 Statements to
Certificateholders.............................
Section 5.07 Tax Returns and Reports to
Certificateholders................
Section 5.08 Tax Matters
Person...........................................
Section 5.09 Rights of the Tax Matters Person
in Respect of the Trustee...
Section 5.10 REMIC Related
Covenants......................................
Section 5.11 REMIC
Distributions..........................................
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 SERVICERS
Section 7.01 Respective Liabilities of the
Depositor and the Servicers....
Section 7.02 Merger or Consolidation of the
Depositor or a Servicer.......
Section 7.03 Limitation on Liability of the
Depositor, the
Servicers and Others.........................................
Section 7.04 Depositor and Servicers 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 a
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
Section 9.01 Duties of
Trustee............................................
Section 9.02 Certain Matters Affecting the
Trustee........................
Section 9.03 Trustee not Liable for
Certificates or Mortgage Loans........
Section 9.04 Trustee May Own
Certificates.................................
Section 9.05 Eligibility Requirements for
Trustee.........................
Section 9.06 Resignation and Removal of
Trustee...........................
Section 9.07 Successor
Trustee............................................
Section 9.08 Merger or Consolidation of
Trustee...........................
Section 9.09 Appointment of Co-Trustee or
Separate Trustee................
Section 9.10 Authenticating
Agents........................................
Section 9.11 Trustee's
Expenses...........................................
Section 9.12 Appointment of
Custodian.....................................
Section 9.13 Paying
Agents................................................
Section 9.14 Limitation of
Liability......................................
Section 9.15 Trustee May Enforce Claims Without
Possession
of Certificates............................................
Section 9.16 Suits for
Enforcement........................................
Section 9.17 Waiver of Bond
Requirement...................................
Section 9.18 Waiver of Inventory, Accounting
and Appraisal Requirement....
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase 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..........................................
Section 11.10 Third Party
Beneficiary.....................................
EXHIBITS
--------
Exhibit A-1-A-1
Form of Face of Class 1-A-1 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-3-A-1
Form of Face of Class 3-A-1 Certificate
Exhibit A-3-A-1A
Form of Face of Class 3-A-1A Certificate
Exhibit A-3-A-1B
Form of Face of Class 3-A-1B Certificate
Exhibit A-3-A-2
Form of Face of Class 3-A-2 Certificate
Exhibit A-3-A-2A
Form of Face of Class 3-A-2A Certificate
Exhibit A-3-A-2B
Form of Face of Class 3-A-2B Certificate
Exhibit A-3-A-3
Form of Face of Class 3-A-3 Certificate
Exhibit A-3-CE
Form of Face of Class 3-CE Certificate
Exhibit A-3-P
Form of Face of Class 3-P 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-3-M-1
Form of Face of Class 3-M-1 Certificate
Exhibit B-3-M-2
Form of Face of Class 3-M-2 Certificate
Exhibit B-3-B-1
Form of Face of Class 3-B-1 Certificate
Exhibit B-3-B-2
Form of Face of Class 3-B-2 Certificate
Exhibit B-3-B-3
Form of Face of Class 3-B-3 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 Subgroup 3A Mortgage Loan Schedule
Exhibit D-5
Loan Subgroup 3B Mortgage Loan Schedule
Exhibit E
Form of Request for Release
Exhibit F
Form of Certification of Establishment of Account
Exhibit G-1
Form of Transferor's Certificate
Exhibit G-2A
Form I of Transferee's Certificate
Exhibit G-2B
Form II of Transferee's Certificate
Exhibit H
Form of Transferee Representation Letter
for ERISA Restricted Certificates
Exhibit I
Form of Affidavit Regarding Transfer of Residual
Certificate
Exhibit J
List of Recordation States
Exhibit K
Form of Initial Certification
Exhibit L
Form of Final Certification
Exhibit M
Form of Sarbanes-Oxley Certification
Exhibit N
Form of Trustee's Sarbanes-Oxley Reliance Certification
Exhibit O
Form of Servicer's Sarbanes-Oxley Reliance Certification
Exhibit P
Form of Yield Maintenance Agreements
<PAGE>
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated March 30, 2005, is
hereby executed by and among BANC OF
AMERICA FUNDING CORPORATION, as depositor
(together with its permitted successors and
assigns, the "Depositor"),
GREENPOINT MORTGAGE FUNDING, INC., as a
servicer (together with its permitted
successors and assigns, "GreenPoint"), BANK
OF AMERICA, NATIONAL ASSOCIATION, as
a servicer (together with its permitted
successors and assigns, "BANA"),
NATIONAL CITY MORTGAGE CO., as a servicer
(together with its permitted
successors and assigns, "National City
Mortgage" and, collectively with
GreenPoint and BANA, the "Servicers"), and
WELLS FARGO BANK, N.A., as trustee
(together with its permitted successors and
assigns, the "Trustee").
W I T N E S S E T H T
H A T:
- - - - - - - - - - -
- - -
In consideration of the mutual agreements herein contained, the
Depositor, the Servicers and the Trustee
agree as follows:
PRELIMINARY STATEMENT
The Trust Estate for federal income tax purposes will be treated
as
four real estate mortgage investment
conduits (the "Upper-Tier REMIC," the
"Lower-Tier REMIC," the "Group 3 Upper-Tier
REMIC" and the "Group 3 Lower-Tier
REMIC," respectively, and each a "REMIC").
The Certificates (other than the
Class 1-A-R and the Group 3 Certificates)
shall constitute "regular interests"
in the Upper-Tier REMIC. The Offered Group
3 Certificates (other than the Class
3-A-3 Certificates) and each Component
(exclusive of the right of such
Certificates or Components to receive Cap
Carryover Amounts) and the Class 3-CE
Certificates shall constitute "regular
interests" in the Group 3 Upper-Tier
REMIC. The Certificates (other than the
Class 1-A-R and Class 3-P Certificates)
are the "Regular Certificates." The
Uncertificated Lower-Tier Interests shall
constitute the "regular interests" in the
Lower-Tier REMIC. The Uncertificated
Group 3 Lower-Tier Interests shall
constitute the "regular interests" in the
Group 3 Lower-Tier REMIC. The Class 1-LR
Interest shall be the "residual
interest" in the Lower-Tier REMIC. The
Class 1-UR Interest shall be the
"residual interest" in the Upper-Tier
REMIC. The Class 3-LR Interest shall be
the "residual interest" in the Group 3
Lower-Tier REMIC. The Class 3-UR Interest
shall be the "residual interest" in the
Group 3 Upper-Tier REMIC. The portion of
the Trust Estate consisting of the Reserve
Account, the Yield Maintenance
Agreements, the Prepayment Premiums
Certificates, the rights of the Offered
Group 3 Certificates to receive Cap
Carryover Amounts and the obligation of the
Class 3-CE Certificates to pay Cap
Carryover Amounts shall not be assets of any
REMIC created hereunder, but rather shall
be assets of the Grantor Trust. The
assets of the Grantor Trust, the
Certificates, the Uncertificated Lower-Tier
Interests and the Uncertificated Group 3
Lower-Tier Interests will represent the
entire beneficial ownership interest in the
Trust. The "latest possible maturity
date" for federal income tax purposes of
all interests created hereby will be
the REMIC Certificate Maturity Date.
The following table sets forth characteristics of the
Certificates
and Components, together with the minimum
denominations and integral multiples
in excess thereof in which the Classes of
Certificates shall be issuable:
<PAGE>
<TABLE>
<CAPTION>
====================
================================== =================
============================== ==========================
Minimum
Integral Multiples
Pass-Through
Denomination/
in Excess
Classes
Initial Class Certificate Balance
Rate
Percentage Interest
of Minimum
--------------------
---------------------------------- -----------------
------------------------------ --------------------------
<S>
<C>
<C>
<C>
<C>
Class 1-A-1
$96,530,000.00
(1)
$1,000
$1
Class 1-A-R
$100.00
(1)
$100
N/A
Class 2-A-1
$120,572,000.00
(2)
$1,000
$1
Class 3-A-1
$279,069,000.00
(3)
$1,000
$1
Class 3-A-1A
$118,000,000.00
(3)
$1,000
$1
Class 3-A-1B
$32,000,000.00
(3)
$1,000
$1
Class 3-A-2
$107,349,000.00
(4)
$1,000
$1
Class 3-A-2A
$78,000,000.00
(4)
$1,000
$1
Class 3-A-2B
$22,000,000.00
(4)
$1,000
$1
Class 3-A-3
$70,714,000.00
(5)
$1,000
$1
Class CB-1
$4,760,000.00
(6)
$25,000
$1
Class CB-2
$3,715,000.00
(6)
$25,000
$1
Class CB-3
$2,438,000.00
(6)
$25,000
$1
Class CB-4
$1,857,000.00
(6)
$25,000
$1
Class CB-5
$1,394,000.00
(6)
$25,000
$1
Class CB-6
$928,881.00
(6)
$25,000
$1
Class 3-M-1
$21,698,000.00
(7)
$25,000
$1
Class 3-M-2
$18,598,000.00
(7)
$25,000
$1
Class 3-B-1
$12,787,000.00
(7)
$25,000
$1
Class 3-B-2
$3,875,000.00
(7)
$25,000
$1
Class 3-B-3
$5,424,000.00
(7)
$25,000
$1
Class 3-CE
(8)
(8)
N/A
N/A
Class 3-P
N/A
N/A
N/A
N/A
Pass-Through
Integral Multiples In
Components
Initial Component Balance
Rate
Minimum Denomination
Excess Of Minimum
--------------------
---------------------------------- -----------------
------------------------------ --------------------------
Class 3-A-3A
$47,675,000.00
(9)
N/A
N/A
Class 3-A-3B
$23,039,000.00
(10)
N/A
N/A
</TABLE>
(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
occurring prior to and including the applicable
Termination
Date, interest will accrue on these Certificates at a per annum
rate equal to
the lesser of (i) the sum of One-Month LIBOR and 0.23%, 0.21%
and 0.31% with
respect to the Class 3-A-1, Class 3-A-1A and Class 3-A-1B
Certificates,
respectively, and (ii) the Subgroup 3A Cap. On each
Distribution
Date following the applicable Termination Date, interest will
accrue on these
Certificates at a per annum rate equal to the lesser of (i)
the sum of
One-Month LIBOR and 0.46%, 0.42% and 0.62% with respect to the
Class 3-A-1,
Class 3-A-1A and Class 3-A-1B Certificates, respectively, and
(ii) the
Subgroup 3A Cap.
(4) For each Distribution Date
occurring prior to and including the applicable
Termination
Date, interest will accrue on these Certificates at a per annum
rate equal to
the lesser of (i) the sum of One-Month LIBOR and 0.24%, 0.22%
and 0.31% with
respect to the Class 3-A-2, Class 3-A-2A and Class 3-A-2B
Certificates,
respectively, and (ii) the Subgroup 3B Cap. On each
Distribution
Date following the applicable Termination Date, interest will
accrue on these
Certificates at a per annum rate equal to the lesser of (i)
the sum of
One-Month LIBOR and 0.48%, 0.44% and 0.62% with respect to the
Class 3-A-2,
Class 3-A-2A and Class 3-A-2B Certificates, respectively, and
(ii) the
Subgroup 3B Cap.
(5) The Class 3-A-3 Certificates will
be deemed for purposes of distributions
of principal and
interest to consist of two Components as described in the
table: the Class
3-A-3A Component and the Class 3-A-3B Component (each, a
"Component").
The Components are not severable.
(6) 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 and
Group 2 Mortgage Loans.
(7) For each Distribution Date
occurring prior to and including the applicable
Termination
Date, interest will accrue on these Certificates at a per annum
rate equal to
the lesser of (i) the sum of One-Month LIBOR and 0.45%,
0.70%, 1.20%,
2.00% and 2.00% with respect to the Class 3-M-1, Class 3-M-2,
Class 3-B-1, Class
3-B-2 and Class 3-B-3 Certificates, respectively, and
(ii) the Group 3
Cap. On each Distribution Date following the applicable
Termination
Date, interest will accrue on these Certificates at a per annum
rate equal to
the lesser of (i) the sum of One-Month LIBOR and 0.675%,
1.05%, 1.80%,
3.00% and 3.00% with respect to the Class 3-M-1, Class 3-M-2,
Class 3-B-1,
Class 3-B-2 and Class 3-B-3 Certificates, respectively, and
(ii) the Group 3
Cap.
(8) Solely for REMIC purposes, the
Class 3-CE Certificates will (i) have an
initial Original
Class Certificate Balance equal to the Initial
Overcollateralization Amount and (ii) will bear interest on their
Notional
Amount at their
Pass-Through Rate.
(9) For each Distribution Date
occurring prior to and including the applicable
Termination
Date, interest will accrue on this Component at a per annum
rate equal to
the lesser of (i) the sum of One-Month LIBOR and 0.30% and
(ii) the
Subgroup 3A Cap. On each Distribution Date following the
applicable
Termination Date, interest will accrue on this Component at a
per annum rate
equal to the lesser of (i) the sum of One-Month LIBOR and
0.60% and (ii)
the Subgroup 3A Cap.
(10) For each Distribution Date occurring
prior to and including the applicable
Termination
Date, interest will accrue on this Component at a per annum
rate equal to
the lesser of (i) the sum of One-Month LIBOR and 0.30% and
(ii) the
Subgroup 3B Cap. On each Distribution Date following the
applicable
Termination Date, interest will accrue on this Component at a
per annum rate
equal to the lesser of (i) the sum of One-Month LIBOR and
0.60% and (ii)
the Subgroup 3B Cap.
<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.
60+ Day Delinquent Loan: For each Distribution Date, each Group
3
Mortgage Loan (including each Group 3
Mortgage Loan in foreclosure and each
Group 3 Mortgage Loan for which the
Mortgagor has filed for bankruptcy after the
Closing Date) with respect to which any
portion of a Monthly Payment is, as of
the Due Date in the prior calendar month,
two months or more past due and each
Group 3 Mortgage Loan relating to an REO
Property.
3LT Interest Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a)
the product of (i) 50% of the
aggregate Stated Principal Balance of the
Group 3 Mortgage Loans as of the Due
Date in the month of such Distribution Date
and (ii) the Group 3 Lower-Tier Rate
for Regular Interest LT1AA minus the Marker
Rate, divided by (b) 12.
3LT Marker Allocation Percentage: 50% of any amount payable from
or
loss attributable to the Group 3 Mortgage
Loans, which shall be allocated to
Regular Interest LT1AA, Regular Interest
LT1A1, Regular Interest LT1A1A, Regular
Interest LT1A1B, Regular Interest LT1A2,
Regular Interest LT1A2A, Regular
Interest LT1A2B, Regular Interest LT1A3A,
Regular Interest LT1A3B, Regular
Interest LT1M1, Regular Interest LT1M2,
Regular Interest LT1B1, Regular Interest
LT1B2, Regular Interest LT1B3 and Regular
Interest LT1ZZ as provided in Section
5.11(c)(i).
3LT Overcollateralization Target Amount: 0.50% of the Targeted
Overcollateralization Amount.
3LT Overcollateralized Amount: With respect to any date of
determination, (i) 0.50% of the aggregate
Uncertificated Principal Balances of
the Group 3 Uncertificated Lower-Tier
Interests minus (ii) the aggregate of the
Uncertificated Principal Balances of
Regular Interest LT1A1, Regular Interest
LT1A1A, Regular Interest LT1A1B, Regular
Interest LT1A2, Regular Interest
LT1A2A, Regular Interest LT1A2B, Regular
Interest LT1A3A, Regular Interest
LT1A3B, Regular Interest LT1M1, Regular
Interest LT1M2, Regular Interest LT1B1,
Regular Interest LT1B2 and Regular Interest
LT1B3, in each case as of such date
of determination.
3LT Principal Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a)
the product of (i) 50% of the
aggregate Stated Principal Balance of the
Group 3 Mortgage Loans as of the Due
Date in the month of such Distribution Date
and (ii) 1 minus a fraction, the
numerator of which is two times the
aggregate of the Uncertificated Principal
Balances of Regular Interest LT1A1, Regular
Interest LT1A1A, Regular Interest
LT1A1B, Regular Interest LT1A2, Regular
Interest LT1A2A, Regular Interest
LT1A2B, Regular Interest LT1A3A, Regular
Interest LT1A3B, Regular Interest
LT1M1, Regular Interest LT1M2, Regular
Interest LT1B1, Regular Interest LT1B2
and Regular Interest LT1B3 and the
denominator of which is the aggregate of the
Uncertificated Principal Balances of
Regular Interest LT1A1, Regular Interest
LT1A1A, Regular Interest LT1A1B, Regular
Interest LT1A2, Regular Interest
LT1A2A, Regular Interest LT1A2B, Regular
Interest LT1A3A, Regular Interest
LT1A3B, Regular Interest LT1M1, Regular
Interest LT1M2, Regular Interest LT1B1,
Regular Interest LT1B2, Regular Interest
LT1B3 and Regular Interest LT1ZZ.
3LT Sub WAC Allocation Percentage: 50% of any amount payable or
loss
attributable from the Group 3 Mortgage
Loans, which shall be allocated to
Regular Interest LT1SUB, Regular Interest
LT1GRP, Regular Interest LT2SUB,
Regular Interest LT2GRP and Regular
Interest LT1XX.
Accrued Certificate Interest: For any Distribution Date and
each
Class of interest-bearing Certificates
(other than the Class 3-A-3
Certificates), one month's interest accrued
during the related Interest Accrual
Period at the applicable Pass-Through Rate
on the related Class Certificate
Balance less, in the case of the Offered
Group 3 Certificates (other than the
Class 3-A-3 Certificates), such Class'
Interest Percentage of Relief Act
Shortfalls for such Distribution Date. For
any Distribution Date and the Class
3-A-3 Certificates, the sum of the Accrued
Component Interest for each
Component.
Accrued Component Interest: For any Distribution Date and each
Component, one month's interest accrued
during the related Interest Accrual
Period at the applicable Pass-Through Rate
on the related Component Balance less
such Component's Interest Percentage of
Relief Act Shortfalls for such
Distribution Date.
Adjusted Pool Amount: With respect to any Distribution Date and
Shifting Interest 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 of the
Related Group on such Distribution Date and
all prior Distribution Dates and
(ii) the principal portion of all Realized
Losses (other than Debt Service
Reductions) incurred on the Mortgage Loans
in such Loan Group from the Cut-off
Date through the end of the month preceding
such Distribution Date.
Advance: A Periodic Advance or a Servicing Advance.
Agreement: This Pooling and Servicing Agreement together with
all
amendments hereof and supplements
hereto.
Amount Held for Future Distribution: As to any Distribution Date
and
Loan Group, the total of the amounts held
in the Servicer Custodial Accounts at
the close of business on the preceding
Determination Date on account of (i)
Principal Prepayments and Liquidation
Proceeds received or made on the Mortgage
Loan in such Loan Group in the month of
such Distribution Date and (ii) payments
which represent receipt of Monthly Payments
on the Mortgage Loans in such Loan
Group in respect of a Due Date or Due Dates
subsequent to the related Due Date.
Ancillary Income: All assumption fees, late payment charges and
all
other ancillary income and fees (other than
Prepayment Premiums) with respect to
the Mortgage Loans.
Applied Realized Loss Amount: With respect to each Distribution
Date, the excess, if any, of the aggregate
of (a) the Class Certificate Balances
of the Offered Group 3 Certificates (after
taking into account the distribution
of the Group 3 Principal Distribution
Amount on such Distribution Date and any
increase in any Class Certificate Balance
of the Offered Group 3 Certificates as
a result of Recoveries) over (b) the
aggregate Stated Principal Balance of Loan
Group 3 as of the Due Date in the month of
such Distribution Date.
Appraised Value: With respect to any Mortgaged Property, either
(i)
the lesser of (a) the appraised value
determined in an appraisal obtained by the
originator at origination of such Mortgage
Loan or, in certain cases, an
automated valuation model 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.
Available Funds: As to any Distribution Date, the sum of the Group
3
Interest Remittance Amount and the Group 3
Principal Remittance Amount for such
Distribution Date.
Authenticating Agents: As defined in Section 9.10.
BAFC: Banc of America Funding Corporation or its successor in
interest.
BANA: Bank of America, National Association, a national banking
association, or its successor in interest,
in its capacity as Servicer of the
BANA Mortgage Loans, or any successor
servicer of such Mortgage Loans appointed
as herein provided.
BANA Custodial Account: The separate Eligible Account or
Accounts
created and maintained by BANA pursuant to
Section 3.09(a).
BANA Mortgage Loans: The Mortgage Loans serviced by BANA and
identified as such on Exhibit D-1, Exhibit
D-2, Exhibit D-3, Exhibit D-4 and
Exhibit D-5 of the Mortgage Loan
Schedule.
Book-Entry Certificate: All Classes of Certificates other than
the
Physical Certificates.
BPP Mortgage Loan: Any Mortgage Loan which includes a Borrowers
Protection Plan(R) addendum to the related
Mortgage Note whereby BANA agrees to
cancel (i) certain payments of principal
and interest on such Mortgage Loan for
up to twelve months upon the disability or
involuntary unemployment of the
Mortgagor or (ii) the outstanding principal
balance of the Mortgage Loan upon
the accidental death of the Mortgagor;
provided that such Borrowers Protection
Plan(R) has not been terminated in
accordance with its terms.
BPP Mortgage Loan Payment: With respect to any BPP Mortgage
Loan,
the Monthly Covered Amount or Total Covered
Amount, if any, payable by BANA
pursuant to Section 6 of the Mortgage Loan
Purchase Agreement.
Business Day: Any day other than (i) a Saturday or a Sunday or
(ii)
a day on which banking institutions in the
State of North Carolina, the State of
New York, the State of Ohio, the State of
California, the State of Minnesota,
the State of Maryland or any state in which
the Corporate Trust Office of the
Trustee is located are required or
authorized by law or executive order to be
closed.
Calculated Principal Distribution: As defined in Section
5.04(c).
Cap: Any of the Subgroup 3A Cap, the Subgroup 3B Cap or the Group
3
Cap.
Cap Carryover Amount: If on any Distribution Date the Accrued
Certificate Interest for any Class of
Offered Group 3 Certificates or the
Accrued Component Interest for any
Component is based upon clause (ii) of the
definition of the applicable Cap, the
excess of (i) the amount of interest such
Class or Component would have been entitled
to receive on such Distribution Date
based on the related Pass-Through Rate
(without regard to the applicable Cap),
over (ii) the amount of interest such Class
or Component received on such
Distribution Date based on the applicable
Cap, together with the unpaid portion
of any such excess from prior Distribution
Dates (and interest accrued thereon
at the then applicable Pass-Through Rate on
such Class or Component).
CB Crossed Group: Any of Group 1 or Group 2.
CB Crossed Loan Group: Any of Loan Group 1 or Loan Group 2.
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 Loan Group 1 and Loan
Group 2.
Certificate: Any of the Banc of America Funding Corporation
Mortgage
Pass-Through Certificates, Series 2005-B
that are issued pursuant to this
Agreement.
Certificate Balance: With respect to any Certificate (other than
the
Class 3-CE and Class 3-P Certificates) at
any date, the maximum dollar amount of
principal to which the Holder thereof is
then entitled hereunder, such amount
being equal to the product of the
Percentage Interest of such Certificate and
the Class Certificate Balance of the Class
of Certificates of which such
Certificate is a part. The Class 3-CE and
Class 3-P Certificates have no
Certificate Balance.
Certificate Custodian: Initially, Wells Fargo Bank, N.A.;
thereafter
any other Certificate Custodian acceptable
to the Depository and selected by the
Trustee.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of a
Book-Entry Certificate. With respect to
any Definitive Certificate, the
Certificateholder of such Certificate.
Certificate Register: The register maintained pursuant to
Section
6.02.
Certificate Registrar: The registrar appointed pursuant to
Section
6.02.
Certificateholder: The Person in whose name a Certificate is
registered in the Certificate Register,
except that, solely for the purpose of
giving any consent pursuant to this
Agreement, any Certificate registered in the
name of the Depositor or the Servicers or
any affiliate thereof shall be deemed
not to be outstanding and the Percentage
Interest and Voting Rights evidenced
thereby shall not be taken into account in
determining whether the requisite
amount of Percentage Interests or Voting
Rights, as the case may be, necessary
to effect any such consent has been
obtained, unless such entity is the
registered owner of the entire Class of
Certificates, provided that the Trustee
shall not be responsible for knowing that
any Certificate is registered in the
name of an affiliate of the Depositor or
the Servicers unless one of its
Responsible Officers has actual knowledge
thereof.
Certification:
As defined in Section 3.23.
Class: As to the Certificates, the Class 1-A-1, Class 1-A-R,
Class
2-A-1, Class 3-A-1, Class 3-A-1A, Class
3-A-1B, Class 3-A-2, Class 3-A-2A, Class
3-A-2B, Class 3-A-3, Class 3-CE, Class 3-P,
Class 3-M-1, Class 3-M-2, Class
3-B-1, Class 3-B-2, Class 3-B-3, Class
CB-1, Class CB-2, Class CB-3, Class CB-4,
Class CB-5 and Class CB-6 Certificates, as
the case may be.
Class 3-A Certificates: The Class 3-A-1, Class 3-A-1A, Class
3-A-1B,
Class 3-A-2, Class 3-A-2A, Class 3-A-2B and
Class 3-A-3 Certificates.
Class 3-A-3 Realized Loss Amortization Amount: As to the
Components
and as of any Distribution Date, the lesser
of (x) the Unpaid Realized Loss
Amount for the Components as of such
Distribution Date and (y) the excess of (i)
the Monthly Excess Cashflow Amount over
(ii) the sum of the amounts described in
Section 5.03(c)(i) through (iii) hereof, in
each case for such Distribution
Date.
Class 3-A-3A Applied Realized Loss Amount: With respect to any
Distribution Date on and after the Class
Certificate Balance of the Class 3-M-1
Certificates has been reduced to zero, and
after the Applied Realized Loss
Amount has been allocated pursuant to the
first paragraph of Section 5.05, the
excess, if any, of (a) the sum of the
aggregate Class Certificate Balance of the
Class 3-A-1, Class 3-A-1A and Class 3-A-1B
Certificates and the Component
Balance of the Class 3-A-3A Component
(after taking into account the
distribution of the Group 3 Principal
Distribution Amount on such Distribution
Date and any increase in the Component
Balance of the Class 3-A-3A Component as
a result of Recoveries) over (b) the
aggregate Stated Principal Balance of the
Subgroup 3A Mortgage Loans as of the Due
Date in the month of such Distribution
Date.
Class 3-A-3B Applied Realized Loss Amount: With respect to any
Distribution Date on and after the Class
Certificate Balance of the Class 3-M-1
Certificates has been reduced to zero, and
after the Applied Realized Loss
Amount has been allocated pursuant to the
first paragraph of Section 5.05, the
excess, if any, of (a) the sum of the
aggregate Class Certificate Balance of the
Class 3-A-2, Class 3-A-2A and Class 3-A-2B
Certificates and the Component
Balance of the Class 3-A-3B Component
(after taking into account the
distribution of the Group 3 Principal
Distribution Amount on such Distribution
Date and any increase in the Component
Balance of the Class 3-A-3B Component as
a result of Recoveries) over (b) the
aggregate Stated Principal Balance of the
Subgroup 3B Mortgage Loans as of the Due
Date in the month of such Distribution
Date.
Class 3-B Certificates: The Class 3-B-1, Class 3-B-2 and Class
3-B-3
Certificates.
Class 3-B-1 Principal Distribution Amount: As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the aggregate Class Certificate Balance
of the Class 3-A Certificates (after taking
into account the payment of the
Group 3 Senior Principal Distribution
Amount on such Distribution Date), (ii)
the Class Certificate Balance of the Class
3-M-1 Certificates (after taking into
account the payment of the Class 3-M-1
Principal Distribution Amount on such
Distribution Date), (iii) the Class
Certificate Balance of the Class 3-M-2
Certificates (after taking into account the
payment of the Class 3-M-2 Principal
Distribution Amount on such Distribution
Date), and (iv) the Class Certificate
Balance of the Class 3-B-1 Certificates
immediately prior to such Distribution
Date over (y) the lesser of (A) the product
of (i) 96.20% and (ii) the aggregate
Stated Principal Balance of the Group 3
Mortgage Loans as of the Due Date in the
month of such Distribution Date and (B) the
amount by which the aggregate Stated
Principal Balance of the Group 3 Mortgage
Loans as of the Due Date in the month
of such Distribution Date exceeds the
product of (i) 0.50% and (ii) the Cut-off
Date Pool Principal Balance for Loan Group
3.
Class 3-B-1 Realized Loss Amortization Amount: As to the Class
3-B-1
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class 3-B-1
Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the
sum of the amounts described in Section
5.03(c)(i) through (xi) hereof, in each
case for such Distribution Date.
Class 3-B-2 Principal Distribution Amount: As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the aggregate Class Certificate Balance
of the Class 3-A Certificates (after taking
into account the payment of the
Group 3 Senior Principal Distribution
Amount on such Distribution Date), (ii)
the Class Certificate Balance of the Class
3-M-1 Certificates (after taking into
account the payment of the Class 3-M-1
Principal Distribution Amount on such
Distribution Date), (iii) the Class
Certificate Balance of the Class 3-M-2
Certificates (after taking into account the
payment of the Class 3-M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Class Certificate
Balance of the Class 3-B-1 Certificates
(after taking into account the payment
of the Class 3-B-1 Principal Distribution
Amount on such Distribution Date), and
(v) the Class Certificate Balance of the
Class 3-B-2 Certificates immediately
prior to such Distribution Date over (y)
the lesser of (A) the product of (i)
97.20% and (ii) the aggregate Stated
Principal Balance of the Group 3 Mortgage
Loans as of the Due Date in the month of
such Distribution Date and (B) the
amount by which the aggregate Stated
Principal Balance of the Group 3 Mortgage
Loans as of the Due Date in the month of
such Distribution Date exceeds the
product of (i) 0.50% and (ii) the Cut-off
Date Pool Principal Balance for Loan
Group 3.
Class 3-B-2 Realized Loss Amortization Amount: As to the Class
3-B-2
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class 3-B-2
Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the
sum of the amounts described in Section
5.03(c)(i) through (xiv) hereof, in each
case for such Distribution Date.
Class 3-B-3 Principal Distribution Amount: As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the aggregate Class Certificate Balance
of the Class 3-A Certificates (after taking
into account the payment of the
Group 3 Senior Principal Distribution
Amount on such Distribution Date), (ii)
the Class Certificate Balance of the Class
3-M-1 Certificates (after taking into
account the payment of the Class 3-M-1
Principal Distribution Amount on such
Distribution Date), (iii) the Class
Certificate Balance of the Class 3-M-2
Certificates (after taking into account the
payment of the Class 3-M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Class Certificate
Balance of the Class 3-B-1 Certificates
(after taking into account the payment
of the Class 3-B-1 Principal Distribution
Amount on such Distribution Date), (v)
the Class Certificate Balance of the Class
3-B-2 Certificates (after taking into
account the payment of the Class 3-B-2
Principal Distribution Amount on such
Distribution Date) and (vi) the Class
Certificate Balance of the Class 3-B-3
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 98.60% and (ii) the
aggregate Stated Principal Balance of
the Group 3 Mortgage Loans as of the Due
Date in the month of such Distribution
Date and (B) the amount by which the
aggregate Stated Principal Balance of the
Group 3 Mortgage Loans as of the Due Date
in the month of such Distribution Date
exceeds the product of (i) 0.50% and (ii)
the Cut-off Date Pool Principal
Balance for Loan Group 3.
Class 3-B-3 Realized Loss Amortization Amount: As to the Class
3-B-3
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class 3-B-3
Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the
sum of the amounts described in Section
5.03(c)(i) through (xvii) hereof, in
each case for such Distribution Date.
Class 3-CE Distributable Amount: With respect to any
Distribution
Date, the sum of (i) the interest accrued
on such Class 3-CE Certificate at its
Pass-Through Rate calculated on its
Notional Amount less the amount (without
duplication) of Cap Carryover Amounts paid
pursuant to Section 5.03(c)(xix),
(ii) any remaining Overcollateralization
Release Amounts, (iii) the aggregate of
amounts remaining in the Reserve Account
after the distributions in Section
3.09(f)(i)(A).
Class 3-CE Uncertificated Principal Balance: As of any date of
determination, the Initial
Overcollateralization Amount minus the sum of (i) any
Realized Losses allocated thereto and (ii)
any amounts distributed (or deemed
distributed) to the Class 3-CE Certificates
with respect thereto.
Class 3-M-1 Principal Distribution Amount: As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the aggregate Class Certificate Balance
of the Class 3-A Certificates (after taking
into account the payment of the
Group 3 Senior Principal Distribution
Amount on such Distribution Date) and (ii)
the Class Certificate Balance of the Class
3-M-1 Certificates immediately prior
to such Distribution Date over (y) the
lesser of (A) the product of (i) 88.10%
and (ii) the aggregate Stated Principal
Balance of the Group 3 Mortgage Loans as
of the Due Date in the month of such
Distribution Date and (B) the amount by
which the aggregate Stated Principal
Balance of the Group 3 Mortgage Loans as of
the Due Date in the month of such
Distribution Date exceeds the product of (i)
0.50% and (ii) the Cut-off Date Pool
Principal Balance for Loan Group 3.
Class 3-M-1 Realized Loss Amortization Amount: As to the Class
3-M-1
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class 3-M-1
Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the
sum of the amounts described in Section
5.03(c)(i) through (v) hereof, in each
case for such Distribution Date.
Class 3-M-2 Principal Distribution Amount: As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the aggregate Class Certificate Balance
of the Class 3-A Certificates (after taking
into account the payment of the
Group 3 Senior Principal Distribution
Amount on such Distribution Date), (ii)
the Class Certificate Balance of the Class
3-M-1 Certificates (after taking into
account the payment of the Class 3-M-1
Principal Distribution Amount on such
Distribution Date) and (iii) the Class
Certificate Balance of the Class 3-M-2
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 92.90% and (ii) the
aggregate Stated Principal Balance of
the Group 3 Mortgage Loans as of the Due
Date in the month of such Distribution
Date and (B) the amount by which the
aggregate Stated Principal Balance of the
Group 3 Mortgage Loans as of the Due Date
in the month of such Distribution Date
exceeds the product of (i) 0.50% and (ii)
the Cut-off Date Pool Principal
Balance for Loan Group 3.
Class 3-M-2 Realized Loss Amortization Amount: As to the Class
3-M-2
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class 3-M-2
Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the
sum of the amounts described in Section
5.03(c)(i) through (viii) hereof, in
each case for such Distribution Date.
Class A Certificates: The Class 1-A-1, Class 1-A-R, Class
2-A-1,
Class 3-A-1, Class 3-A-1A, Class 3-A-1B,
Class 3-A-2, Class 3-A-2A, Class 3-A-2B
and Class 3-A-3 Certificates.
Class B Certificates: The Class CB Certificates and the Class
3-B
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 CB Subordinate Balance Ratio: As of any date of
determination,
the ratio between the principal balances of
the Class 1-LS Interest and the
Class 2-LS Interest, equal to the ratio
among the Group Subordinate Amount of
Loan Group 1 and the Group Subordinate
Amount of Loan Group 2.
Class Certificate Balance: Class Certificate Balance means,
with
respect to (i) any Class of Shifting
Interest Certificates and any date of
determination, and subject to Section
5.04(e), the Initial Class Certificate
Balance of such Class minus (A) the sum of
(i) all distributions of principal
made with respect thereto and (ii) all
reductions in Class Certificate Balance
previously allocated thereto pursuant to
Section 5.04(a) plus (B) all increases
in Class Certificate Balance previously
allocated thereto pursuant to Section
5.04(a) and (ii) any Class of Offered Group
3 Certificates (other than the Class
3-A-3 Certificates) and any Distribution
Date, and subject to Section 5.03(f),
the Initial Class Certificate Balance of
such Class (a) reduced by the sum of
(i) all amounts actually distributed in
respect of principal of such Class on
all prior Distribution Dates and (ii)
Applied Realized Loss Amounts allocated
thereto for previous Distribution Dates
pursuant to Section 5.05 and (b)
increased by any Recoveries allocated to
such Class for previous Distribution
Dates. The Class Certificate Balance of the
Class 3-A-3 Certificates will equal
the sum of the Component Balances of the
Components. The Class 3-CE and Class
3-P Certificates do not have a Class
Certificate Balance.
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class of Shifting Interest
Certificates, the amount by which
Accrued Certificate Interest for such Class
(as reduced pursuant to Section
5.02(c)) exceeds the amount of interest
actually distributed on such Class on
such Distribution Date pursuant to clause
(i) of the definition of "Interest
Distribution Amount."
Class M Certificates: The Class 3-M-1 Certificates and the
Class
3-M-2 Certificates.
Class M Certificateholders: Collectively, the Holders of the Class
M
Certificates.
Class Unpaid Interest Shortfall: As to any Distribution Date
and
each interest-bearing Class of Shifting
Interest Certificates, 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: March 30, 2005.
Code: The Internal Revenue Code of 1986, as amended.
Compensating Interest: As defined in Section 3.18.
Component Balance: With respect to any Component and any date
of
determination, the Initial Component
Balance of such Component (a) reduced by
the sum of (i) all amounts actually
distributed in respect of principal of such
Component on all prior Distribution Dates
and (ii) Class 3-A-3A Applied Realized
Loss Amounts, Class 3-A-3B Applied Realized
Loss Amount or Applied Realized Loss
Amounts allocated thereto, as the case may
be, for previous Distribution Dates
pursuant to Section 5.05 and (b) increased
by any Recoveries allocated to such
Component for previous Distribution
Dates.
Conversion Date: The date on which a Mortgage Loan becomes a
Converted Mortgage Loan.
Converted Mortgage Loan: Any Mortgage Loan as to which the
related
Mortgagor has exercised its option pursuant
to the related Mortgage Note to
convert the adjustable rate of interest on
such Mortgage Loan to a fixed rate of
interest.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal corporate trust office of
the
Trustee at which at any particular time its
corporate trust business with
respect to this Agreement is conducted,
which office at the date of the
execution of this instrument is located at
9062 Old Annapolis Road, Columbia,
Maryland 21045-1951, Attention: Corporate
Trust Services - BAFC 2005-B, and for
certificate transfer purposes is located at
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479, Attention:
Corporate Trust Services - BAFC 2005-B,
or at such other address as the Trustee may
designate from time to time by
notice to the Certificateholders, the
Depositor, the NIMS Insurer and the
Servicers.
Corresponding Classes or Components: With respect to the Group
3
Lower-Tier REMIC and the Group 3 Upper-Tier
REMIC, the following Classes or
Components shall be Corresponding Classes
or Components:
Corresponding Group 3
Corresponding Group 3 Upper-Tier
Lower-Tier Interests
Classes or Components
---------------------
--------------------------------
LT1A1
Class 3-A-1 Certificates
LT1A1A
Class 3-A-1A Certificates
LT1A1B
Class 3-A-1B Certificates
LT1A2
Class 3-A-2 Certificates
LT1A2A
Class 3-A-2A Certificates
LT1A2B
Class 3-A-2B Certificates
LT1A3A
Class 3-A-3A Component
LT1A3B
Class 3-A-3B Component
LT1M1
Class 3-M-1 Certificates
LT1M2
Class 3-M-2 Certificates
LT1B1
Class 3-B-1 Certificates
LT1B2
Class 3-B-2 Certificates
LT1B3
Class 3-B-3 Certificates
Custodial Agreement: Initially, the Custodial Agreement, dated
March
30, 2005, by and among the Depositor, the
Servicers, Trustee and the Custodian
and thereafter any custodial agreement
entered into pursuant to Section 9.12.
Custodian: Initially, Wachovia Bank, National Association, as
custodian under the Custodial Agreement,
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
the Trustee. None of the Depositor,
any Servicer nor any Person directly or
indirectly controlling or controlled by
or under common control with any such
Person may be appointed Custodian.
Customary
Servicing Procedures: With respect to each Servicer,
procedures (including collection
procedures) that such Servicer customarily
employs and exercises in servicing and
administering mortgage loans for its own
account and which are in accordance with
accepted mortgage servicing practices
of prudent lending institutions servicing
mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in
which the related Mortgaged Properties
are located.
Cut-off Date: March 1, 2005.
Cut-off Date Pool Principal Balance: For each Loan Group or
Loan
Subgroup, the aggregate of the Cut-off Date
Principal Balances of the Mortgage
Loans in such Loan Group or Loan Subgroup
which is $103,240,084.16 for Loan
Group 1, $128,954,896.89 for Loan Group 2,
$774,939,272.86 for Loan Group 3,
$522,458,685.42 for Loan Subgroup 3A and
$252,480,587.44 for Loan Subgroup 3B.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid
principal balance thereof as of the close
of business on the Cut-off Date,
reduced by all installments of principal
due on or prior thereto whether or not
paid.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (i) the
Monthly Payment due on the related Due
Date under the terms of such Mortgage Loan
over (ii) the amount of the monthly
payment of principal and/or interest
required to be paid with respect to such
Due Date by the Mortgagor as established by
a court of competent jurisdiction
(pursuant to an order which has become
final and nonappealable) as a result of a
proceeding initiated by or against the
related Mortgagor under the Bankruptcy
Code, as amended from time to time (11
U.S.C.); provided that no such excess
shall be considered a Debt Service
Reduction so long as (a) the related Servicer
is pursuing an appeal of the court order
giving rise to any such modification
and (b)(1) such Mortgage Loan is not in
default with respect to payment due
thereunder in accordance with the terms of
such Mortgage Loan as in effect on
the Cut-off Date or (2) Monthly Payments
are being advanced by the related
Servicer in accordance with the terms of
such Mortgage Loan as in effect on the
Cut-off Date.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that
became
the subject of a Debt Service
Reduction.
Defective Mortgage Loan: Any Mortgage Loan which is required to
be
cured, repurchased or substituted for
pursuant to Section 2.02.
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 related 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 related
Servicer in accordance with the terms of
such Mortgage Loan as in effect on the
Cut-off Date.
Deficient Valuation Mortgage Loan: Any Mortgage Loan that became
the
subject of a Deficient Valuation.
Definitive Certificates: As defined in Section 6.02(c)(iii).
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: As to any Distribution Date, the 15th day of
the
month of the related Distribution Date or,
if such 15th day is not a Business
Day, the Business Day immediately preceding
such day.
Distribution Account: The Eligible Account created and maintained
by
the Trustee pursuant to Section 3.09(b) in
the name of the Trustee for the
benefit of the Certificateholders and
designated "Wells Fargo Bank, N.A., as
Trustee, in trust for registered holders of
Banc of America Funding Corporation
Mortgage Pass-Through Certificates, Series
2005-B." The Distribution Account
shall be deemed to consist of five
sub-accounts: one for each Loan Group
(designated as Sub-Account 1, Sub-Account 2
and Sub-Account 3) and two
sub-accounts referred to herein as the
Upper-Tier Certificate Sub-Account and
the Group 3 Upper-Tier Certificate
Sub-Account, respectively. 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
April
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 NIMS Insurer 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), 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.
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 3-A-3, Class 3-M-1, Class
3-M-2, Class 3-B-1, Class 3-B-2,
Class 3-B-3, Class 3-CE and Class 3-P
Certificates.
Escrow Account: As defined in Section 3.10.
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.
Event 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
related Servicer as Nonrecoverable
Advance(s) with respect to such Mortgage Loan
pursuant to Section 3.12(a)(iii), exceeds
(i) the unpaid principal balance of
such Liquidated Mortgage Loan as of the Due
Date in the month in which such
Mortgage Loan became a Liquidated Mortgage
Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due
Date as to which interest was last paid
or for which a Periodic Advance was made
(and not reimbursed) up to the Due Date
applicable to the Distribution Date
immediately following the calendar month
during which such liquidation occurred.
Extra Principal Distribution Amount: As of any Distribution
Date,
the lesser of (x) the Monthly Excess
Interest Amount for such Distribution Date
and (y) the Overcollateralization
Deficiency for such Distribution Date.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
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 the Certificates
will be made pursuant to Section
10.01.
Financial Market Service: Bloomberg Financial Service and any
other
financial information provider designated
by the Depositor by written notice to
the Trustee.
FIRREA: The Financial Institutions Reform, Recovery and
Enforcement
Act of 1989, as amended.
FNMA: Fannie Mae, or any successor thereto.
Form 10-K: As defined in Section 3.23(a).
Fractional Interest:
As defined in Section 5.02(d).
Grantor Trust: That portion of the Trust exclusive of the
REMICs
consisting of (a) the Prepayment Premiums
and the right of the Class 3-P
Certificateholders to receive such
Prepayment Premiums, (a) the right of the
Offered Group 3 Certificates to receive Cap
Carryover Amounts, (b) each Yield
Maintenance Agreement, the Reserve Account
and the beneficial interest of the
Class 3-CE Certificates with respect
thereto and (c) the obligation of the Class
3-CE Certificates to pay Cap Carryover
Amounts.
GreenPoint: GreenPoint Mortgage Funding, Inc., a New York
corporation, or its successor in interest,
in its capacity as Servicer of the
GreenPoint Mortgage Loans, or any successor
servicer for such Mortgage Loans
appointed as herein provided.
GreenPoint Custodial Account: The separate Eligible Account or
Accounts created and maintained by
GreenPoint pursuant to Section 3.09(a).
GreenPoint Mortgage Loans: The Mortgage Loans serviced by
GreenPoint
and identified as such on Exhibit D-1,
Exhibit D-2, Exhibit D-3, Exhibit D-4 and
Exhibit D-5 of the Mortgage Loan
Schedule.
GreenPoint Servicing Agreement: The Flow Sale and Servicing
Agreement, dated as of September 1, 2004,
by and between Bank of America,
National Association and GreenPoint
Mortgage Funding, Inc., as amended by that
certain Amendment No. 1, dated as of
October 1, 2004, by and between Bank of
America, National Association and
GreenPoint Mortgage Funding, Inc.
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 or Group 3.
Group 1: The Group 1 Senior Certificates.
Group 1 Lower-Tier Rate: For each Distribution Date, a per
annum
rate equal to the Net WAC for the Group 1
Mortgage Loans.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1
hereto.
Group 1 Senior Certificates: Class 1-A-1 and Class 1-A-R
Certificates.
Group 2: The Group 2 Senior Certificates.
Group 2 Lower-Tier Rate: For each Distribution Date, a per
annum
rate equal to the Net WAC for the Group 2
Mortgage Loans.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2
hereto.
Group 2 Senior Certificates: Class 2-A-1 Certificates.
Group 3: The Group 3 Senior Certificates, the Class M
Certificates
and the Class 3-B Certificates.
Group 3 Cap: As of any Distribution Date and the Class M and
Class
3-B Certificates, a per annum rate equal to
the lesser of (i) 11.00% and (ii) a
per annum rate (subject to adjustment based
on the actual number of days elapsed
in the related Interest Accrual Period)
equal to the weighted average of the
Subgroup 3A Cap and the Subgroup 3B Cap
(each calculated without regard to
clause (i) of the definitions thereof),
weighted on the basis of the related
Subgroup Subordinate Amount.
Group 3 Certificates: The Group 3 Senior Certificates, the Class
M
Certificates, the Class 3-B Certificates,
the Class 3-CE Certificates and the
Class 3-P Certificates.
Group 3 Interest Remittance Amount: As of any Distribution Date,
the
sum of the Subgroup 3A Interest Remittance
Amount and the Subgroup 3B Interest
Remittance Amount for such Distribution
Date.
Group 3 Lower-Tier Distribution Amount: As defined in Section
5.11(b).
Group 3 Lower-Tier Rate: With respect to Regular Interest
LT1AA,
Regular Interest LT1A1, Regular Interest
LT1A1A, Regular Interest LT1A1B,
Regular Interest LT1A2, Regular Interest
LT1A2A, Regular Interest LT1A2B,
Regular Interest LT1A3A, Regular Interest
LT1A3B, Regular Interest LT1M1,
Regular Interest LT1M2, Regular Interest
LT1B1, Regular Interest LT1B2, Regular
Interest LT1B3, Regular Interest LT1ZZ,
Regular Interest LT1SUB, Regular
Interest LT2SUB and Regular Interest LT1XX,
the Net WAC of the Group 3 Mortgage
Loans. With respect to Regular Interest
LT1GRP, the Subgroup 3A Cap. With
respect Regular Interest LT2GRP, the
Subgroup 3B Cap.
Group 3 Lower-Tier REMIC: As defined in the Preliminary
Statement,
the segregated asset pool, the assets of
which consist of the Group 3 Mortgage
Loans, such amounts as shall from time to
time be held in respect of the Group 3
Mortgage Loans in the Distribution Account
(other than amounts held in respect
of the Group 3 Upper-Tier Certificate
Sub-Account), the insurance policies, if
any, relating to a Group 3 Mortgage Loan
and the Mortgaged Property that secured
a Group 3 Mortgage Loan and that has been
acquired by foreclosure or deed in
lieu of foreclosure.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3
hereto.
Group 3 Principal Distribution Amount: As to any Distribution
Date,
the sum of (i) the Group 3 Principal
Remittance Amount minus the
Overcollateralization Release Amount, if
any, and (ii) the Extra Principal
Distribution Amount, if any.
Group 3 Principal Remittance Amount: With respect to any
Distribution Date and Group 3 Mortgage
Loans, to the extent of funds available
therefor, the sum (less amounts available
for reimbursement to the Servicers of
Advances and expenses pursuant to this
Agreement and amounts reimbursable or
payable to the Trustee pursuant to this
Agreement) of: (i) each payment of
principal on a Mortgage Loan due on the Due
Date in the month of such
Distribution Date and received by the
Servicers on or prior to the related
Determination Date, and any Advances with
respect thereto (or in the case of any
Monthly Covered Amount, the related
Remittance Date), (ii) all Principal
Prepayments (other than Total Covered
Amounts) received by the applicable
Servicer during the prior calendar month
and all Total Covered Amounts received
and deposited in the Servicer Custodial
Accounts by the related Remittance Date,
(iii) Insurance Proceeds, net Liquidation
Proceeds and Recoveries allocable to
principal actually collected by the
applicable Servicer during the prior
calendar month, (iv) with respect to
Defective Mortgage Loans repurchased with
respect to the prior calendar month, the
portion of the Repurchase Price
allocable to principal, (v) any
Substitution Adjustment Amounts paid during the
prior calendar month and (vi) on the
Distribution Date on which the Group 3
Mortgage Loans and related REO Property are
sold at auction in accordance with
Section 10.01 hereof, that portion of the
Termination Price in respect of
principal.
Group 3 Senior Certificates: Class 3-A-1, Class 3-A-1A, Class
3-A-1B, Class 3-A-2, Class 3-A-2A, Class
3-A-2B and Class 3-A-3 Certificates.
Group 3 Senior Principal Distribution Amount: With respect to
any
Distribution Date, (i) before the Stepdown
Date or as to which a Trigger Event
is in effect, the lesser of (a) the
aggregate Class Certificate Balance of the
Class 3-A Certificates immediately prior to
such Distribution Date and (b) the
Group 3 Principal Distribution Amount and
(ii) on or after the Stepdown Date and
as long as a Trigger Event is not in
effect, the excess of (a) the aggregate
Class Certificate Balance of the Class 3-A
Certificates immediately prior to
such Distribution Date over (b) the lesser
of (x) the product of (i) 82.50% and
(ii) the aggregate Stated Principal Balance
of the Group 3 Mortgage Loans as of
the Due Date in the month of such
Distribution Date and (y) the amount by which
the aggregate Stated Principal Balance of
the Group 3 Mortgage Loans as of the
Due Date in the month of such Distribution
Date exceeds the product of (i) 0.50%
and (ii) the Cut-off Date Pool Principal
Balance for Loan Group 3.
Group 3 Subordinate Balance Ratio: As of any date of
determination,
the ratio between the Uncertificated
Principal Balances of Regular Interest
LT1SUB and Regular Interest LT2SUB, equal
to the ratio between the Subgroup
Subordinate Amount for Loan Subgroup 3A and
the Subgroup Subordinate Amount for
Loan Subgroup 3B.
Group 3 Upper-Tier Certificate Sub-Account: The sub-account of
the
Distribution Account designated by the
Trustee pursuant to Section 3.09(e).
Group 3 Upper-Tier REMIC: As defined in the Preliminary
Statement,
the segregated asset pool, the assets of
which consist of the Group 3
Uncertificated Lower-Tier Interests and
such amounts as shall from time to time
be deemed to be held in the Group 3
Upper-Tier Certificate Sub-Account.
Group Subordinate Amount: With respect to any Distribution Date
and
any Shifting Interest 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.
Indenture: An indenture relating to the issuance of net
interest
margin notes secured by the Class 3-CE
Certificates and the Class 3-P
Certificates, which may or may not be
guaranteed by the NIMS Insurer.
Independent: When used with respect to any specified Person
means
such a Person who (i) is in fact
independent of the Depositor, the Trustee and
the Servicers, (ii) does not have any
direct financial interest or any material
indirect financial interest in the
Depositor, the Trustee or the Servicers or in
an affiliate of any of them, and (iii) is
not connected with the Depositor, the
Trustee or the Servicers as an officer,
employee, promoter, underwriter,
trustee, partner, director or person
performing similar functions.
Index: As to any Mortgage Loan and Rate Adjustment Date, any of
the
One-Year LIBOR Index or the Six-Month 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.
Initial Component Balance: As to each Component, the Component
Balance set forth in the Preliminary
Statement.
Initial Overcollateralization Amount: $5,425,272.86.
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 Shifting Interest Certificates, the
period from and including the first day
of the previous calendar month to but not
including the first day of the
calendar month of the current Distribution
Date. As to each Distribution Date
and each Class of Offered Group 3
Certificates, the period from and including
the Distribution Date in the prior calendar
month (or in the case of the first
Distribution Date, from the Closing Date)
through and including the day prior to
the current Distribution Date. Interest on
each Class of Shifting Interest
Certificates will be calculated on the
basis of a 360-day year consisting of
twelve 30-day months. Interest on each
Class of Offered Group 3 Certificates
will be calculated on the basis of the
actual number of days in the related
Interest Accrual Period and a 360-day
year.
Interest Carry Forward Amount: For any Class of Offered Group 3
Certificates (other than the Class 3-A-3
Certificates) and the Components and
any Distribution Date, the sum of (a) the
excess, if any, of the Accrued
Certificate Interest or Accrued Component
Interest, as the case may be, and any
Interest Carry Forward Amount for the prior
Distribution Date, over the amount
in respect of interest actually distributed
on such Class or Component on such
prior Distribution Date and (b) interest on
such excess at the applicable
Pass-Through Rate for the related Interest
Accrual Period.
Interest Distribution Amount: For any Distribution Date and
each
Class of Shifting Interest Certificates,
the sum of (i) the Accrued Certificate
Interest, subject to reduction pursuant to
Section 5.02(c) and (ii) any Class
Unpaid Interest Shortfall for such
Class.
Interest Percentage: With respect to any Class of Offered Group
3
Certificates (other than the Class 3-A-3
Certificates) or any Component and any
Distribution Date, the ratio (expressed as
a decimal carried to six places) of
the Accrued Certificate Interest for such
Class or Accrued Component Interest
for such Component to the sum of the
Accrued Certificate Interest for all
Classes and Accrued Component Interest for
all Components, in each case with
respect to such Distribution Date, without
regard to Relief Act Shortfalls.
LIBOR Business Day: Any day on which banks in the London,
England
and The City of New York are open and
conducting transactions in foreign
currency and exchange.
LIBOR Determination Date: With respect to the Offered Group 3
Certificates and each Interest Accrual
Period (after the first Interest Accrual
Period), the second LIBOR Business Day
prior to the day on which such Interest
Accrual Period commences.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (including any REO
Property) that was liquidated in the
calendar month preceding the month of such
Distribution Date and as to which the
related Servicer has certified (in
accordance with this Agreement) that it has
received all proceeds it expects to receive
in connection with the liquidation
of such Mortgage Loan including the final
disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or
complete liquidation of defaulted
Mortgage Loans, whether through trustee's
sale, foreclosure sale or otherwise or
amounts received in connection with any
condemnation or partial release of a
Mortgaged Property and any other proceeds
received in connection with an REO
Property, less the sum of related
unreimbursed Servicing Fees and Advances.
Loan Group: Any of Loan Group 1, Loan Group 2 or Loan Group 3.
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 Subgroup: Any of Loan Subgroup 3A or Loan Subgroup 3B.
Loan Subgroup 3A: The Subgroup 3A Mortgage Loans.
Loan Subgroup 3B: The Subgroup 3B Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any
date
of determination, the fraction, expressed
as a percentage, the numerator of
which is the outstanding principal balance
of the related Mortgage Loan at the
date of determination and the denominator
of which is the Appraised Value of the
related Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 5.11(a).
Lower-Tier REMIC: As defined in the Preliminary Statement, the
segregated asset pool, the assets of which
consist of the Mortgage Loans (other
than the Group 3 Mortgage Loans), such
amounts as shall from time to time be
held in the Distribution Account (other
than amounts held in respect of the
Upper-Tier Certificate Sub-Account or any
amounts held in respect of the Group 3
Mortgage Loans or in the Group 3 Upper-Tier
Certificate Sub-Account), the
insurance policies, if any, relating to a
Mortgage Loan and the Mortgaged
Property which secured a Mortgage Loan and
which has been acquired by
foreclosure or deed in lieu of
foreclosure.
Marker Rate: With respect to the Class 3-CE Certificates and
any
Distribution Date, a per annum rate equal
to two (2) times the weighted average
of the applicable Group 3 Lower-Tier Rates
for Regular Interest LT1A1, Regular
Interest LT1A1A, Regular Interest LT1A1B,
Regular Interest LT1A2, Regular
Interest LT1A2A, Regular Interest LT1A2B,
Regular Interest LT1A3A, Regular
Interest LT1A3B, Regular Interest LT1M1,
Regular Interest LT1M2, Regular
Interest LT1B1, Regular Interest LT1B2,
Regular Interest LT1B3 and Regular
Interest LT1ZZ, (i) with the rate on each
such Uncertificated Group 3 Lower-Tier
Interest (other than Regular Interest
LT1ZZ) subject to a cap equal to the
Pass-Through Rate of its Corresponding
Class or Component (taking into account
in determining any such Pass-Through Rate
the imposition of the applicable Cap
as described in footnote 3, 4, 7, 9 or 10
to the table in the Preliminary
Statement relating to the Certificates) for
the purposes of this calculation and
(ii) with the rate on Regular Interest
LT1ZZ subject to a cap of zero for the
purpose of this calculation; provided,
however, that for this purpose,
calculations of the Group 3 Lower-Tier Rate
and the related caps with respect to
each such Uncertificated Group 3 Regular
Interest (other than Regular Interest
LT1ZZ) shall be multiplied by a fraction,
the numerator of which is the actual
number of days in the Interest Accrual
Period and the denominator of which is
30.
Maximum LT1ZZ Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the
excess of (a) accrued interest at the
Group 3 Lower-Tier Rate applicable to
Regular Interest LT1ZZ for such
Distribution Date on a balance equal to the
Uncertificated Principal Balance of
Regular Interest LT1ZZ minus the 3LT
Overcollateralized Amount, in each case for
such Distribution Date, over (b)
Uncertificated Accrued Interest on Regular
Interest LT1A1, Regular Interest LT1A1A,
Regular Interest LT1A1B, Regular
Interest LT1A2, Regular Interest LT1A2A,
Regular Interest LT1A2B, Regular
Interest LT1A3A, Regular Interest LT1A3B,
Regular Interest LT1M1, Regular
Interest LT1M2, Regular Interest LT1B1,
Regular Interest LT1B2 and Regular
Interest LT1B3, each subject to a cap equal
to the Pass-Through Rate of the
related Corresponding Class for the purpose
of this calculation; provided,
however, that for this purpose,
calculations of the Group 3 Lower-Tier Rate and
the related caps with respect to
Uncertificated Accrued Interest on Regular
Interest LT1A1, Regular Interest LT1A1A,
Regular Interest LT1A1B, Regular
Interest LT1A2, Regular Interest LT1A2A,
Regular Interest LT1A2B, Regular
Interest LT1A3A, Regular Interest LT1A3B,
Regular Interest LT1M1, Regular
Interest LT1M2, Regular Interest LT1B1,
Regular Interest LT1B2 and Regular
Interest LT1B3 shall be multiplied by a
fraction, the numerator of which is the
actual number of days in the Interest
Accrual Period and the denominator of
which is 30.
MERS: As defined in Section 2.01(b)(iii).
Monthly Covered Amount: As defined in the Mortgage Loan
Purchase
Agreement.
Monthly Excess Cashflow Amount: The sum of the Monthly Excess
Interest Amount, the Overcollateralization
Release Amount and (without
duplication) any portion of the Group 3
Principal Distribution Amount remaining
after principal distributions on the
Offered Group 3 Certificates.
Monthly Excess Interest Amount: With respect to each
Distribution
Date, the amount, if any, by which the
Group 3 Interest Remittance Amount for
such Distribution Date exceeds the
aggregate amount distributed on such
Distribution Date to the Group 3
Certificates pursuant to priorities first
through ninth under Section 5.03(a).
Monthly Form 8-K: As defined in Section 3.23(a).
Monthly Payment: The scheduled monthly payment on a Mortgage
Loan
due on any Due Date allocable to principal
and/or interest on such Mortgage Loan
which, unless otherwise specified herein,
shall give effect to any related Debt
Service Reduction and any Deficient
Valuation that affects the amount of the
monthly payment due on such Mortgage Loan
or the Monthly Covered Amount
representing such scheduled monthly
payment.
Moody's: Moody's Investors Service, Inc., or any successor
thereto.
Mortgage: The mortgage, deed of trust or other instrument creating
a
first lien on a Mortgaged Property securing
a Mortgage Note or creating a first
lien on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan
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 March 30, 2005, between
Bank of America, National Association,
as seller, and the Depositor, as
purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time
to
time amended by the applicable 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 and Exhibit D-5 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)
whether the Mortgagor under such
Mortgage Loan has the option to convert
from an adjustable rate of interest to a
fixed rate of interest; (xxiii) whether
such Mortgage Loan is subject to a
Prepayment Premium; and (xxiv) whether such
Mortgage Loan is a GreenPoint
Mortgage Loan, a BANA Mortgage Loan or a
National City Mortgage Mortgage Loan.
With respect to the Mortgage Loans in each
Loan Group or Loan Subgroup in the
aggregate, the Mortgage Loan Schedule shall
set forth the following information,
as of the Cut-off Date: (i) the number of
Mortgage Loans; (ii) the current
aggregate outstanding principal balance of
the Mortgage Loans; (iii) the
weighted average Mortgage Interest Rate of
the Mortgage Loans; and (iv) the
weighted average months to maturity of the
Mortgage Loans.
Mortgage Loans: Such of the mortgage loans transferred and
assigned
to the Trustee pursuant to Section 2.01 as
from time to time are held as a part
of the Trust Estate (including any
Substitute Mortgage Loans and REO Property),
the Mortgage Loans originally so held being
identified in the Mortgage Loan
Schedule.
Mortgage Note: The originally executed note or other evidence
of
indebtedness evidencing the indebtedness of
a Mortgagor under a Mortgage Loan,
together with all riders thereto and
amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which may include Co-op Shares or
residential long term leases.
Mortgagor: The obligor on a Mortgage Note.
National City Mortgage: National City Mortgage Co., an Ohio
corporation, or its successor in interest,
in its capacity as Servicer of the
National City Mortgage Mortgage Loans, or
any successor servicer for such
Mortgage Loans appointed as herein
provided.
National City Mortgage Custodial Account: The separate Eligible
Account or Accounts created and maintained
by National City Mortgage pursuant to
Section 3.09(a).
National City Mortgage Mortgage Loans: The Mortgage Loans
serviced
by National City Mortgage and identified as
such on Exhibit D-3, Exhibit D-4 and
Exhibit D-5 of the Mortgage Loan
Schedule.
National City Mortgage Servicing Agreement: The Master Seller's
Warranties and Servicing Agreement, dated
as of September 1, 2004, by and
between Banc of America Mortgage Capital
Corporation and National City Mortgage
Co., as amended by that certain Amendment
No. 1, dated as of July 1, 2004, by
and among Banc of America Mortgage Capital
Corporation, Bank of America,
National Association and National City
Mortgage Co. and that certain Amendment
No. 2, dated as of October 1, 2004, by and
between Bank of America, National
Association and National City Mortgage
Co.
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
Servicing Fee Rate.
Net WAC: As to any Loan Group or Loan Subgroup and any
Distribution
Date, the weighted average of the Net
Mortgage Interest Rates of the Mortgage
Loans in such Loan Group or Loan Subgroup
(based on Stated Principal Balances of
the Mortgage Loans in such Loan Group or
Loan Subgroup on the Due Date in the
month preceding the month of such
Distribution Date).
NIMS Insurer: Any insurer that is guaranteeing certain payments
under notes secured by collateral which
includes all or a portion of the Class
3-CE and Class 3-P Certificates.
Non-Supported Interest Shortfalls: As to any Distribution Date
and
the CB Crossed Loan Groups, the amount, if
any, by which the aggregate of
Prepayment Interest Shortfalls for the CB
Crossed Loan Groups exceeds the
aggregate Compensating Interest received
from the Servicers for the Mortgage
Loans in the CB 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 related Servicer or the
Trustee, as applicable, will not or, in the
case of a proposed Advance, would
not be ultimately recoverable from the
related Mortgagor, related Liquidation
Proceeds, or other recoveries in respect of
the related Mortgage Loan.
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 3-M-1, Class
3-M-2, Class 3-B-1, Class 3-B-2 and
Class 3-B-3 Certificates.
Offered Group 3 Certificates: The Class 3-A-1, Class 3-A-1A,
Class
3-A-1B, Class 3-A-2, Class 3-A-2A, Class
3-A-2B, Class 3-A-3, Class 3-M-1, Class
3-M-2, Class 3-B-1, Class 3-B-2 and Class
3-B-3 Certificates.
Officer's Certificate: A certificate signed by the Chairman of
the
Board, Vice Chairman of the Board,
President or a Vice President and by the
Treasurer, the Secretary or one of the
Assistant Treasurers or Assistant
Secretaries, or any other duly authorized
officer of the Depositor and delivered
to the Trustee.
One-Month LIBOR: With respect to the initial Interest Accrual
Period, 2.85% per annum. With respect to
each Interest Accrual Period (other
than the initial Interest Accrual Period),
the rate determined by the Trustee on
the related LIBOR Determination Date on the
basis of the offered rate for
one-month United States dollar deposits, as
such rate appears on the Telerate
Page 3750, as of 11:00 a.m. (London time)
on such LIBOR Determination Date. If
no such quotations are available on a LIBOR
Determination Date, One-Month LIBOR
for the related Interest Accrual Period
will be the higher of (i) One-Month
LIBOR for the previous LIBOR Determination
Date (or, in the case of the first
LIBOR Determination Date for which the
Trustee is required to determine
One-Month LIBOR, 2.85% per annum) or (ii) a
per annum rate which the Trustee
determines to be either (a) the arithmetic
mean (rounding such arithmetic mean
upwards if necessary to the nearest whole
multiple of 1/16%) of the one-month
United States dollar lending rate that New
York City banks selected by the
Trustee are quoting on the relevant LIBOR
Determination Date to the principal
London offices of at least two leading
banks in the London interbank market or
(b) in the event that the Trustee can
determine no such arithmetic mean, the
lowest one-month United States dollar
lending rate that the New York City banks
selected by the Trustee are quoting on such
LIBOR Determination Date to leading
European banks.
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 who may be counsel for the
Depositor or a 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 Class CB Certificate Balance: $15,092,881.00.
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
4.45%
Class CB-2
2.85%
Class CB-3
1.80%
Class CB-4
1.00%
Class CB-5
0.40%
Class CB-6
0.00%
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
which
was not the subject of a Principal
Prepayment in Full prior to such Due Date,
which did not become a Liquidated Mortgage
Loan prior to such Due Date and which
was not purchased from the Trust prior to
such Due Date pursuant to Section
2.02, 2.04, 2.09 or Section 3.15(b).
Overcollateralization Amount: As of any Distribution Date, the
excess, if any, of (x) the aggregate Stated
Principal Balance of the Group 3
Mortgage Loans as of the Due Date in the
month of such Distribution Date over
(y) the aggregate Class Certificate Balance
of all Classes of Offered Group 3
Certificates (after taking into account all
distributions of principal on such
Distribution Date and the increase of any
Class Certificate Balance of a Class
of Offered Group 3 Certificates as a result
of Recoveries).
Overcollateralization Deficiency: As of any Distribution Date,
the
excess, if any, of (x) the Targeted
Overcollateralization Amount for such
Distribution Date over (y) the
Overcollateralization Amount for such
Distribution Date, calculated for this
purpose after taking into account the
reduction on such Distribution Date of the
Class Certificate Balances of all
Classes of Offered Group 3 Certificates
resulting from the distribution of the
Group 3 Principal Distribution Amount (but
not the Extra Principal Distribution
Amount) on such Distribution Date, but
prior to taking into account any Applied
Realized Loss Amounts, Class 3-A-3A Applied
Realized Loss Amounts or Class
3-A-3B Applied Realized Loss Amounts on
such Distribution Date.
Overcollateralization Release Amount: With respect to any
Distribution Date on or after the Stepdown
Date on which a Trigger Event is not
in effect, the lesser of (x) the Group 3
Principal Remittance Amount for such
Distribution Date and (y) the excess, if
any, of (i) the Overcollateralization
Amount for such Distribution Date, assuming
that 100% of the Group 3 Principal
Remittance Amount is applied as a principal
payment on the Offered Group 3
Certificates on such Distribution Date,
over (ii) the Targeted
Overcollateralization Amount for such
Distribution Date. With respect to any
Distribution Date on which a Trigger Event
is in effect, the
Overcollateralization Release Amount will
be zero.
Ownership Interest: As to any Certificate, any ownership or
security
interest in such Certificate, including any
interest in such Certificate as the
Holder thereof and any other interest
therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As to each Class of interest-bearing
Certificates, the per annum rate set forth
or described in the Preliminary
Statement.
With respect to the Class 3-CE Certificates and any
Distribution
Date, a per annum rate equal to the
percentage equivalent of a fraction, the
numerator of which is the sum of the
amounts calculated pursuant to clauses (A)
through (O) below, and the denominator of
which is the aggregate of the
Uncertificated Principal Balances of
Regular Interest LT1AA, Regular Interest
LT1A1, Regular Interest LT1A1A, Regular
Interest LT1A1B, Regular Interest LT1A2,
Regular Interest LT1A2A, Regular Interest
LT1A2B, Regular Interest LT1A3A,
Regular Interest LT1A3B, Regular Interest
LT1M1, Regular Interest LT1M2, Regular
Interest LT1B1, Regular Interest LT1B2,
Regular Interest LT1B3 and Regular
Interest LT1ZZ. For purposes of calculating
the Pass-Through Rate for the Class
3-CE Certificates, the numerator is equal
to the sum of the following
components:
(A) the Group 3 Lower-Tier Rate for Regular Interest LT1AA minus
the
Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance
of Regular Interest LT1AA;
(B) the Group 3 Lower-Tier Rate for Regular Interest LT1A1 minus
the
Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance
of Regular Interest LT1A1;
(C) the Group 3
Lower-Tier Rate for Regular Interest LT1A1A minus
the Marker Rate, applied to an amount equal
to the Uncertificated Principal
Balance of Regular Interest LT1A1A;
(D) the Group 3 Lower-Tier Rate for Regular Interest LT1A1B
minus
the Marker Rate, applied to an amount equal
to the Uncertificated Principal
Balance of Regular Interest LT1A1B;
(E) the Group 3 Lower-Tier Rate for Regular Interest LT1A2 minus
the
Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance
of Regular Interest LT1A2;
(F) the Group 3 Lower-Tier Rate for Regular Interest LT1A2A
minus
the Marker Rate, applied to an amount equal
to the Uncertificated Principal
Balance of Regular Interest LT1A2A;
(G) the Group 3 Lower-Tier Rate for Regular Interest LT1A2B
minus
the Marker Rate, applied to an amount equal
to the Uncertificated Principal
Balance of Regular Interest LT1A2B;
(H) the Group 3 Lower-Tier Rate for Regular Interest LT1A3A
minus
the Marker Rate, applied to an amount equal
to the Uncertificated Principal
Balance of Regular Interest LT1A3A;
(I) the Group 3 Lower-Tier Rate for Regular Interest LT1A3B
minus
the Marker Rate, applied to an amount equal
to the Uncertificated Principal
Balance of Regular Interest LT1A3B;
(J) the Group 3 Lower-Tier Rate for Regular Interest LT1M1 minus
the
Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance
of Regular Interest LT1M1;
(K) the Group 3 Lower-Tier Rate for Regular Interest LT1M2 minus
the
Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance
of Regular Interest LT1M2;
(L) the Group 3 Lower-Tier Rate for Regular Interest LT1B1 minus
the
Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance
of Regular Interest LT1B1;
(M) the Group 3 Lower-Tier Rate for Regular Interest LT1B2 minus
the
Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance
of Regular Interest LT1B2;
(N) the Group 3 Lower-Tier Rate for Regular Interest LT1B3 minus
the
Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance
of Regular Interest LT1B3;
(O) the Group 3 Lower-Tier Rate for Regular Interest LT1ZZ minus
the
Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance
of Regular Interest LT1ZZ.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate (other than the
Class
3-CE and Class 3-P Certificates), 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. With respect to the
Class 3-CE and Class 3-P Certificates, the
portion of the Class evidenced
thereby, expressed as a percentage, as
stated on the face of such Certificate;
provided, however, that the sum of all such
percentages for each such Class
totals 100%.
Periodic Advance: The payment required to be made by a Servicer
with
respect to any Distribution Date pursuant
to Section 3.21, the amount of any
such payment being equal to the aggregate
of Monthly Payments (net of the
Servicing Fee) on the Mortgage Loans
(including any REO Property) serviced by
such Servicer that were due on the related
Due Date and not received as of the
close of business on the related
Determination Date, less the aggregate amount
of any such delinquent payments that such
Servicer has determined would
constitute a Nonrecoverable Advance if
advanced.
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, if any,
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 "P-1" by Moody's and "A-1" by
S&P;
(iii) federal funds, certificates of deposit, demand deposits,
time
deposits
and bankers' acceptances (which shall each have an original
maturity
of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more
than 365
days or a
remaining maturity of more than 30 days) denominated in United
States
dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state
thereof,
rated not
lower than "P-1" by Moody's and "A-1" by S&P;
(iv) commercial paper (having original maturities of not more
than
365 days)
of any corporation incorporated under the laws of the United
States or
any state thereof which is rated not lower than "P-1" by
Moody's
and "A-1"
by S&P;
(v) investments in money market funds (including funds of the
Trustee or
its affiliates, or funds for which an affiliate of the Trustee
acts as
advisor, as well as funds for which the Trustee and its
affiliates
may
receive compensation) rated either "Aaa" by Moody's and "AAAm G"
by
S&P or
otherwise approved in writing by each Rating Agency; and
(vi) other obligations or securities that are acceptable to
each
Rating
Agency and the NIMS Insurer and, as evidenced by an Opinion of
Counsel
obtained by the Trustee and addressed to the Depositor, 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 Trustee
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 3-CE and Class 3-P
Certificates.
Plan: As defined in Section 6.02(e).
Pool Distribution Amount: As to any Distribution Date and
Shifting
Interest Loan Group, the excess of (a) the
sum of (i) the aggregate of (A) the
interest portion of any Monthly Payment on
a Mortgage Loan in such Loan Group
(net of the Servicing Fee), the principal
portion of any Monthly Payment on a
Mortgage Loan in such Loan Group due on the
Due Date in the calendar month in
which such Distribution Date occurs and
which is received prior to the related
Determination Date (or in the case of any
Monthly Covered Amount, the related
Remittance Date) and (B) all Periodic
Advances made by a Servicer (or the
Trustee, if applicable) in respect of such
Loan Group and payments of
Compensating Interest allocable to such
Loan Group in respect of such
Distribution Date deposited to the Servicer
Custodial Accounts pursuant to
Section 3.09(a)(vii); (ii) all Liquidation
Proceeds received on the Mortgage
Loans in such Loan Group during the
preceding calendar month and deposited to
the Servicer Custodial Accounts pursuant to
Section 3.09(a)(iii); (iii) all
Principal Prepayments (other than Total
Covered Amounts) received on the
Mortgage Loans in such Loan Group during
the calendar month preceding the month
of such Distribution Date and deposited to
the Servicer Custodial Accounts
pursuant to Section 3.09(a)(i) and all
Total Covered Amounts received and
deposited in the Servicer Custodial
Accounts by the related Remittance Date;
(iv) in connection with Defective Mortgage
Loans and Converted Mortgage Loans in
such Loan Group, the aggregate of the
Repurchase Prices and Substitution
Adjustment Amounts received during the
calendar month preceding the month of
such Distribution Date and deposited to the
Servicer Custodial Accounts pursuant
to Section 3.09(a)(vi); (v) any other
amounts in the Servicer Custodial Accounts
deposited therein pursuant to Sections
3.09(a)(iv), (v), (viii) and (ix) 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 in respect of such Distribution
Date; over (b) any (i) amounts
permitted to be withdrawn from the Servicer
Custodial Accounts pursuant to
clauses (i) through (viii), inclusive, of
Section 3.12(a) in respect of such
Loan Group and (ii) amounts permitted to be
withdrawn from the Distribution
Account pursuant to clauses (i) and (ii) of
Section 3.12(b) in respect of such
Loan Group.
Pool Stated Principal Balance: As to any Distribution Date and
Shifting Interest Loan Group, the aggregate
Stated Principal Balance of all
Mortgage Loans in such Loan Group that were
Outstanding Mortgage Loans at the
close of business on 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 calendar
month preceding such Distribution Date, the
amount, if any, by which one month's
interest at the related Mortgage Interest
Rate (net of the Servicing Fee Rate)
on such Principal Prepayment exceeds the
amount of interest paid in connection
with such Principal Prepayment.
Prepayment Premium: Any prepayment premium, penalty or charge
collected by a Servicer from a Mortgagor in
connection with any voluntary
Principal Prepayment in Full pursuant to
the terms of the related Mortgage Note
as from time to time held as a part of the
Trust Fund, the Prepayment Premiums
so held being identified in the Mortgage
Loan Schedule.
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
(other
than Loan Group 3), 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 each
Mortgage Loan in such Loan Group that was
repurchased by the Depositor, the
Seller or the related Servicer as of such
Distribution Date, (c) any
Substitution Adjustment Amount in
connection with a Defective Mortgage Loan in
such Loan Group received with respect to
such Distribution Date, (d) any
Liquidation Proceeds allocable to
recoveries of principal of Mortgage Loans in
such Loan Group that are not yet Liquidated
Mortgage Loans received by a
Servicer during the calendar month
preceding the month of such Distribution
Date, (e) with respect to each Mortgage
Loan in such Loan Group that became a
Liquidated Mortgage Loan during the
calendar month preceding the month of such
Distribution Date, the amount of
Liquidation Proceeds (excluding Excess
Proceeds) allocable to principal received
by a Servicer with respect to such
Mortgage Loan during the calendar month
preceding the month of such Distribution
Date and (f) all Principal Prepayments on
the Mortgage Loans in such Loan Group
received by a Servicer during the calendar
month preceding the month of such
Distribution Date; and (ii) any Recovery
related to such Loan Group for such
Distribution Date.
Principal Prepayment: Any payment or other recovery of principal
on
a Mortgage Loan (other than Liquidation
Proceeds) which is received in advance
of its scheduled Due Date and is not
accompanied by an amount of interest
representing scheduled interest due on any
date or dates in any month or months
subsequent to the month of prepayment
including the principal portion of any
Total Covered Amount.
Principal Prepayment in Full: Any Principal Prepayment of the
entire
principal balance of a Mortgage Loan.
Private Certificates: The Class CB-4, Class CB-5, Class CB-6,
Class
3-CE and Class 3-P Certificates.
Pro Rata Share: As to any Distribution Date and any Class of
Class
CB Certificates that is not a Restricted
Class, the portion of the Subordinate
Principal Distribution Amounts allocable to
such Class, equal to the product of
the Subordinate Principal Distribution
Amounts for such Distribution Date and a
fraction, the numerator of which is the
related Class Certificate Balance
thereof and the denominator of which is the
aggregate Class Certificate Balance
of the Class CB Certificates that are not
Restricted Classes. The Pro Rata Share
of a Restricted Class shall be 0%. The Pro
Rata Share of a Class of Class CB
Certificates may be computed for each of
clause (i) and clause (ii) of the
definition of "Subordinate Principal
Distribution Amount" in the event the
Restricted Classes differ with respect to
each clause.
Rate Adjustment Date: As to each Mortgage Loan, the Due Date on
which date 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 Moody's and S&P. If either such
organization
or a successor is no longer in existence,
"Rating Agency" shall be such
nationally recognized statistical rating
organization, or other comparable
Person, as is designated by the Depositor,
notice of which designation shall be
given to the Trustee, the Servicers and the
NIMS Insurer. References herein to a
given rating or rating category of a Rating
Agency shall mean such rating
category without giving effect to any
modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan,
an
amount as of the date of such liquidation,
equal to (i) the unpaid principal
balance of the Liquidated Mortgage Loan as
of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest
Rate from the Due Date as to which
interest was last paid or advanced (and not
reimbursed) to Certificateholders up
to the Due Date in the month in which
Liquidation Proceeds are required to be
distributed on the Stated Principal Balance
of such Liquidated Mortgage Loan
from time to time, minus (iii) the
Liquidation Proceeds, if any, received during
the month in which such liquidation
occurred, to the extent applied as
recoveries of interest at the Net Mortgage
Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to
each Mortgage Loan that has become the
subject of a Deficient Valuation, if the
principal amount due under the related
Mortgage Note has been reduced, the
difference between the principal balance of
the Mortgage Loan outstanding immediately
prior to such Deficient Valuation and
the principal balance of the Mortgage Loan
as reduced by the Deficient
Valuation. With respect to each Mortgage
Loan that has become the subject of a
Debt Service Reduction and any Distribution
Date, the amount, if any, by which
the principal portion of the related
Monthly Payment has been reduced.
Realized Loss Amortization Amount: Any of the Class 3-A-3
Realized
Loss Amortization Amount, the Class 3-M-1
Realized Loss Amortization Amount, the
Class 3-M-2 Realized Loss Amortization
Amount, the Class 3-B-1 Realized Loss
Amortization Amount, the Class 3-B-2
Realized Loss Amortization Amount or the
Class 3-B-3 Realized Loss Amortization
Amount.
Record Date: With respect to all of the Certificates (other than
the
Class 3-A, Class M and Class 3-B
Certificates), the last Business Day of the
month immediately preceding the month in
which the related Distribution Date
occurs and with respect to the Class 3-A,
Class M and Class 3-B Certificates,
the Business Day immediately preceding such
Distribution Date; provided,
however, that if any such Class 3-A, Class
M and Class 3-B Certificates becomes
a Definitive Certificate, the Record Date
for such Certificate shall be the last
Business Day of the month immediately
preceding the month in which the related
Distribution Date occurs.
Recovery: As to any Distribution Date and Loan Group or Loan
Subgroup, the sum of all amounts received
during the calendar month preceding
the month of such Distribution Date on each
Mortgage Loan in such Loan Group or
Loan Subgroup subsequent to such Mortgage
Loan being determined to be a
Liquidated Mortgage Loan.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Regular Interest LT1AA: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1AA shall accrue interest at the
applicable Group 3 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT1A1: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1A1 shall accrue interest at the
applicable Group 3 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT1A1A: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1A1A shall accrue interest at
the applicable Group 3 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT1A1B: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1A1B shall accrue interest at
the applicable Group 3 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT1A2: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1A2 shall accrue interest at the
applicable Group 3 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT1A2A: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1A2A shall accrue interest at
the applicable Group 3 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT1A2B: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1A2B shall accrue interest at
the applicable Group 3 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT1A3A: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1A3A shall accrue interest at
the applicable Group 3 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT1A3B: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1A3B shall accrue interest at
the applicable Group 3 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT1M1: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1M1 shall accrue interest at the
applicable Group 3 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT1M2: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1M2 shall accrue interest at the
applicable Group 3 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT1B1: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1B1 shall accrue interest at the
applicable Group 3 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT1B2: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1B2 shall accrue interest at the
applicable Group 3 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT1B3: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1B3 shall accrue interest at the
applicable Group 3 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT1GRP: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1GRP shall accrue interest at
the applicable Group 3 Lower-Tier Rate
in effect from time to time, and shall be
entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT1SUB: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1SUB shall accrue interest at
the applicable Group 3 Lower-Tier Rate
in effect from time to time, and shall be
entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT1XX: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1XX shall accrue interest at the
applicable Group 3 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT1ZZ: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT1ZZ shall accrue interest at the
applicable Group 3 Lower-Tier Rate
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
Preliminary Statement hereto.
Regular Interest LT2GRP: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT2GRP shall accrue interest at
the applicable Group 3 Lower-Tier Rate
in effect from time to time, and shall be
entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
Regular Interest LT2SUB: One of the separate non-certificated
beneficial ownership interests in the Group
3 Lower-Tier REMIC issued hereunder
and designated as a Regular Interest in the
Group 3 Lower-Tier REMIC. Regular
Interest LT2SUB shall accrue interest at
the applicable Group 3 Lower-Tier Rate
in effect from time to time, and shall be
entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
definition of Uncertificated Group 3
Lower-Tier Interest.
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 and for the CB
Crossed Loan Groups, Group 1 and Group
2 and the Class CB Certificates.
Related Loan Group: For Group 1, Loan Group 1, for Group 2,
Loan
Group 2, for Group 3, Loan Group 3, and for
the Class CB Certificates, Loan
Group 1 and Loan Group 2.
Related Loan Subgroup: For Subgroup 3A, Loan Subgroup 3A, and
for
Subgroup 3B, Loan Subgroup 3B.
Related Subgroup: For Loan Subgroup 3A, Subgroup 3A, and for
Loan
Subgroup 3B, Subgroup 3B.
Relief
Act: The Servicemembers Civil Relief Act, as it may be
amended from time to time.
Relief Act Reduction: With respect to any Distribution Date, for
any
Mortgage Loan as to which there has been a
reduction in the amount of interest
collectible thereon for the most recently
ended calendar month as a result of
the application of the Relief Act or
comparable state legislation, the amount,
if any, by which (i) interest collectible
on such Mortgage Loan for the most
recently ended calendar month is less than
(ii) interest accrued pursuant to the
terms of the Mortgage Note on the same
principal amount and for the same period
as the interest collectible on such
Mortgage Loan for the most recently ended
calendar month.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code. "Each
REMIC" or "any REMIC" means each of
the Lower-Tier REMIC, the Upper-Tier REMIC,
the Group 3 Lower-Tier REMIC and the
Group 3 Upper-Tier REMIC.
REMIC Certificate Maturity Date: The "latest possible maturity
date"
of the Regular Certificates as that term is
defined in Section 2.07.
REMIC Provisions: Provisions of the federal income tax law
relating
to real estate mortgage investment
conduits, which appear at Section 860A
through 860G of Subchapter M of Chapter 1
of the Code, and related provisions,
and regulations promulgated thereunder, as
the foregoing may be in effect from
time to time, as well as provisions of
applicable state laws.
Remittance Date: As to any Distribution Date, by 2:00 p.m.
Eastern
time on the 18th calendar day of each
month, of if such day is not a Business
Day, the immediately preceding Business
Day.
REO Property: A Mortgaged Property acquired by a Servicer on
behalf
of the Trust through foreclosure or
deed-in-lieu of foreclosure in connection
with a defaulted Mortgage Loan.
Repurchase Price: As to any Defective Mortgage Loan repurchased
on
any date pursuant to Section 2.02 or 2.04
or a Converted Mortgage Loan
repurchased on any date pursuant to Section
2.09, an amount equal to (a) in the
case of the Depositor or the Seller, the
sum of (i) the unpaid principal balance
thereof and (ii) the unpaid accrued
interest thereon at the applicable Mortgage
Interest Rate from the Due Date to which
interest was last paid by the Mortgagor
to the first day of the month following the
month in which such Mortgage Loan
became eligible to be repurchased and (b)
in the case of a Servicer, 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 such Servicer is servicing such Mortgage
Loan under this Agreement, the
Servicing Fee Rate for such Mortgage
Loan.
Request for Release: The Request for Release submitted by a
Servicer
to the Trustee or the Custodian on behalf
of the Trustee, substantially in the
form of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy which is required to be
maintained from time to time under this
Agreement in respect of such Mortgage
Loan.
Reserve Account: The trust account created and maintained by
the
Trustee pursuant to Section 3.09(f) which
shall be entitled the "Reserve
Account, Wells Fargo Bank, N.A., as
Trustee, in trust for registered Holders of
the Offered Group 3 Certificates of the
Banc of America Funding Trust, Series
2005-B" and which must be an Eligible
Account. Amounts on deposit in the Reserve
Account shall not be invested. The Reserve
Account shall not be an asset of any
REMIC formed under this Agreement.
Residual Certificate: The Class 1-A-R Certificate.
Responsible Officer: Any officer of the Corporate Trust
Department
of the Trustee, including any Senior Vice
President, any Vice President, any
Assistant Vice President, any Assistant
Secretary, any Trust Officer or
Assistant Trust Officer, or any other
officer of the Trustee customarily
performing functions similar to those
performed by any of the above designated
officers and having responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies,
Inc., or any successor thereto.
Seller: Bank of America, 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 A 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.
Senior Enhancement Percentage: For any Distribution Date, the
percentage obtained by dividing (x) the sum
of (i) the aggregate Class
Certificate Balance of the Class M and
Class 3-B Certificates before taking into
account the distribution of the Group 3
Principal Distribution Amount on such
Distribution Date and (ii) the
Overcollateralization Amount as of the prior
Distribution Date by (y) the aggregate
Stated Principal Balance of Loan Group 3
as of the due date in the month of such
Distribution Date.
Senior Percentage: With respect to any Distribution Date and
each
Shifting Interest Loan Group, the
percentage, carried to at least six places
rounded up, obtained by dividing the
aggregate Class Certificate Balance of the
Senior Certificates of the Related Group
immediately prior to such Distribution
Date by the Pool Stated Principal Balance
of such Loan Group for such
Distribution Date.
Senior Prepayment Percentage: For each CB Crossed Loan Group
during
the seven years beginning on the first
Distribution Date, 100%. The Senior
Prepayment Percentage for any Distribution
Date and each CB Crossed Loan Group
occurring on or after the seventh year
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 CB Crossed
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. If, however, on any of
the foregoing Distribution Dates (i)
the CB Crossed Loan Group Senior Percentage
exceeds the initial CB Crossed Loan
Group Senior Percentage, the Senior
Prepayment Percentage for the CB Crossed
Loan Groups for such Distribution Date will
once again equal 100%, (ii) before
the Distribution Date occurring in April
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, the Senior
Prepayment Percentage each CB Crossed 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 or after the
Distribution Date in April 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, 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 Subordinate Percentage
(for calculating the applicable Senior
Prepayment Percentage for any 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 are satisfied.
Senior Principal Distribution Amount: As to any Distribution
Date
and Loan Group (other than Loan Group 3),
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 Specified Enhancement Percentage: 17.50%.
Senior Step Down Conditions: As of any Distribution Date and a
CB
Crossed Loan Group 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 such Loan Groups
(including, for this purpose, any
Mortgage Loans in foreclosure, any REO
Property and any Mortgage Loan for which
the Mortgagor has filed for bankruptcy
after the Closing Date) delinquent 60
days or more (averaged over the preceding
six-month period), as a percentage of
the aggregate Class Certificate Balance of
the Class CB Certificates, is not
equal to or greater than 50% or (ii)
cumulative Realized Losses with respect to
the Mortgage Loans in such Loan Groups as
of the applicable Distribution Date do
not exceed the percentages of the Original
Class CB Certificate Balance set
forth below:
Percentage of
Original Class CB
Distribution Date Occurring
Certificate Balance
-----------------------------
-------------------
April 2005 through March 2008
20%
April 2008 through March 2013
30%
April 2013 through March 2014
35%
April 2014 through March 2015
40%
April 2015 through March 2016
45%
April 2016 and thereafter
50%
Servicer: Any of GreenPoint, BANA or National City Mortgage, each
in
their capacity as originator or servicer of
the Mortgage Loans, or any successor
servicer appointed as herein provided.
Servicer Advance Date: As to any Distribution Date, 11:30 a.m.,
Eastern time, on the Remittance Date.
Servicer Custodial Account: The GreenPoint Custodial Account,
the
BANA Custodial Account or the National City
Mortgage Custodial Account, as
applicable.
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 related
Servicer Custodial Account.
Servicers' Certificates: The monthly reports required by
Section
4.01.
Servicing Advances: All customary, reasonable and necessary "out
of
pocket" costs and expenses incurred in the
performance by any Servicer of its
servicing obligations, including, but not
limited to (i) the preservation,
restoration and protection of a Mortgaged
Property, (ii) expenses reimbursable
to any Servicer pursuant to Section 3.15
and any enforcement or judicial
proceedings, including foreclosures, (iii)
the management and liquidation of any
REO Property and (iv) compliance with the
obligations under Section 3.13.
Servicing Agreements: Any of the GreenPoint Servicing Agreement,
the
BANA Servicing Agreement and the National
City Mortgage Servicing Agreement.
Servicing Compensation: With respect to each Distribution Date,
the
sum of (i) the aggregate Servicing Fee for
such Distribution Date subject to
reduction as provided in Section 3.18, (ii)
any Ancillary Income, (iii) Excess
Proceeds for the preceding month and (iv)
the Servicer Custodial Account
Reinvestment Income for such Distribution
Date.
Servicing Fee: With respect to each Mortgage Loan and
Distribution
Date, the amount of the fee payable to the
related Servicer, which shall, for
such Distribution Date, be equal to
one-twelfth of the product of the Servicing
Fee Rate with respect to such Mortgage Loan
and the Stated Principal Balance of
such Mortgage Loan. Such fee shall be
payable monthly, computed on the basis of
the same Stated Principal Balance and
period respecting which any related
interest payment on a Mortgage Loan is
computed. Each Servicer's right to
receive the Servicing Fee is limited to,
and payable solely from, the interest
portion (including recoveries with respect
to interest from Liquidation Proceeds
and other proceeds, to the extent permitted
by Section 3.12) of related Monthly
Payments collected by such Servicer, or as
otherwise provided under Section
3.12.
Servicing Fee Rate: With respect to each Mortgage Loan, as set
forth
on the Mortgage Loan Schedule.
Servicing File: The items pertaining to a particular Mortgage
Loan
referred to in Exhibit P hereto, and any
additional documents required to be
added to the Servicing File pursuant to the
Agreement.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and
servicing of the applicable Mortgage
Loans whose name appears on a list of
servicing officers furnished to the
Trustee and the Custodian by such Servicer,
as such list may from time to time
be amended.
Servicing Transfer Costs: All reasonable costs and expenses of
the
Trustee related to any termination of a
Servicer, appointment of a successor
Servicer or the transfer and assumption of
servicing by the Trustee (including,
without limitation, (i) all legal costs and
expenses and all due diligence costs
and expenses associated with an evaluation
of the potential termination of the
Servicer as a result of an event of default
by such Servicer and (ii) any costs
or expenses associated with the complete
transfer of all servicing data and the
completion, correction or manipulation of
such servicing data as may be required
by the Trustee to correct any errors or
insufficiencies in the servicing data or
otherwise to enable the Trustee to service
the Mortgage Loans properly and
effectively).
Shifting Interest Certificates: Any of the Group 1 Certificates
and
Group 2 Certificates.
Shifting Interest Group: Any of Group 1 and Group 2.
Shifting Interest Loan Group: Any of Loan Group 1 and Loan Group
2.
Similar Law: As defined in Section 6.02(e).
Six-Month LIBOR Index: A rate per annum that is defined to be
the
arithmetic mean of the 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 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.
Stepdown Date: The earlier to occur of (i) the Distribution Date
on
which the aggregate Class Certificate
Balance of the Group 3 Senior Certificates
is reduced to zero and (ii) the later to
occur of (x) the Distribution Date in
April 2008 and (y) the Distribution Date on
which the Senior Enhancement
Percentage is greater than or equal to the
Senior Specified Enhancement
Percentage.
Sub-Account 1: The sub-account of the Distribution Account
designated by the Trustee pursuant to
Section 3.09(e).
Sub-Account 2: The sub-account of the Distribution Account
designated by the Trustee pursuant to
Section 3.09(e).
Sub-Account 3: The sub-account of the Distribution Account
designated by the Trustee pursuant to
Section 3.09(e).
Subgroup: Any of Subgroup 3A or Subgroup 3B.
Subgroup 3A: The Class 3-A-1, Class 3-A-1A and Class 3-A-1B
Certificates and the Class 3-A-3A
Component.
Subgroup 3A Cap:
As of any Distribution Date and Subgroup 3A, a per
annum rate equal to the lesser of (i)
11.00% and (ii) the Net WAC for the
Subgroup 3A Mortgage Loans (subject to
adjustment based on the actual number of
days elapsed in the related Interest
Accrual Period).
Subgroup 3A Interest Remittance Amount: As of any Distribution
Date,
the sum, without duplication, of (i) all
interest due and collected or advanced
with respect to the payments due on the
Subgroup 3A Mortgage Loans on the Due
Date in the calendar month in which such
Distribution Date occurs and received
by the Servicers on or prior to the
Determination Date for such Distribution
Date (less the Servicing Fees for such
Mortgage Loans, amounts available for
reimbursement of Advances pursuant to this
Agreement and expenses and
indemnities reimbursable pursuant to this
Agreement) or in the case of any
Monthly Covered Amount, the related
Remittance Date, (ii) all Compensating
Interest paid by the Servicers for such
Distribution Date with respect to the
Subgroup 3A Mortgage Loans, (iii) the
portion of any payment in connection with
any Principal Prepayment, substitution,
Repurchase Price, Insurance Proceeds or
net Liquidation Proceeds relating to
interest with respect to such Mortgage
Loans received during the prior calendar
month, (iv) on the Distribution Date on
which the Subgroup 3A Mortgage Loans and
related REO Property are sold at
auction in accordance with Section 10.01
hereof, that portion of the Termination
Price in respect of interest and (v) any
Reimbursement Amount relating to the
Subgroup 3A Mortgage Loans received during
the prior calendar month.
Subgroup 3A Mortgage Loan: Each Mortgage Loan listed on Exhibit
D-4
hereto.
Subgroup 3A Principal Percentage: With respect to any
Distribution
Date and Subgroup 3A, the percentage
equivalent of a fraction, the numerator of
which is the portion of the Group 3
Principal Remittance Amount for such
Distribution Date allocable to the Subgroup
3A Mortgage Loans and the
denominator of which is the Group 3
Principal Remittance Amount for such
Distribution Date.
Subgroup 3B: The Class 3-A-2, Class 3-A-2A and Class 3-A-2B
Certificates and the Class 3-A-3B
Component.
Subgroup 3B Cap: As of any Distribution Date and Subgroup 3B, a
per
annum rate equal to the lesser of (i)
11.00% and (ii) the Net WAC for the
Subgroup 3B Mortgage Loans (subject to
adjustment based on the actual number of
days elapsed in the related Interest
Accrual Period).
Subgroup 3B Interest Remittance Amount: As of any Distribution
Date,
the sum, without duplication, of (i) all
interest due and collected or advanced
with respect to the payments due on the
Subgroup 3B Mortgage Loans on the Due
Date in the calendar month in which such
Distribution Date occurs and received
by the Servicers on or prior to the
Determination Date for such Distribution
Date (less the Servicing Fees for such
Mortgage Loans, amounts available for
reimbursement of Advances pursuant to this
Agreement and expenses and
indemnities reimbursable pursuant to this
Agreement) or in the case of any
Monthly Covered Amount, the related
Remittance Date, (ii) all Compensating
Interest paid by the Servicers for such
Distribution Date with respect to the
Subgroup 3B Mortgage Loans, (iii) the
portion of any payment in connection with
any Principal Prepayment, substitution,
Repurchase Price, Insurance Proceeds or
net Liquidation Proceeds relating to
interest with respect to such Mortgage
Loans received during the prior calendar
month, (iv) on the Distribution Date on
which the Subgroup 3B Mortgage Loans and
related REO Property are sold at
auction in accordance with Section 10.01
hereof, that portion of the Termination
Price in respect of interest and (v) any
Reimbursement Amount relating to the
Subgroup 3B Mortgage Loans received during
the prior calendar month.
Subgroup 3B Mortgage Loan: Each Mortgage Loan listed on Exhibit
D-5
hereto.
Subgroup 3B Principal Percentage: With respect to any
Distribution
Date and Subgroup 3B, the percentage
equivalent of a fraction, the numerator of
which is the portion of the Group 3
Principal Remittance Amount for such
Distribution Date allocable to the Subgroup
3B Mortgage Loans and the
denominator of which is the Group 3
Principal Remittance Amount for such
Distribution Date.
Subgroup Subordinate Amount: With respect to any Distribution
Date
and any Loan Subgroup, the excess of the
aggregate Stated Principal Balance of
the Mortgage Loans in such Loan Subgroup
over the sum of the Class Certificate
Balance of the Senior Certificates of the
Related Subgroup and the Component
Balance of the Component of the Related
Subgroup immediately prior to such date.
Subordinate Certificates: The Class CB Certificates, the Class
M
Certificates, the Class 3-B Certificates,
the Class 3-CE Certificates and the
Class 3-P 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 Shifting Interest
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
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.
Subservicer: Any Person with which a Servicer has entered into
a
Subservicing Agreement and which satisfies
the requirements set forth therein.
Subservicing Agreement: Any subservicing agreement (which, in
the
event the Subservicer is an affiliate of a
Servicer, need not be in writing)
between a Servicer and any Subservicer
relating to servicing and/or
administration of certain Mortgage Loans as
provided in Section 3.02.
Substitute Mortgage Loan: A Mortgage Loan substituted for a
Defective Mortgage Loan which must, on the
date of such substitution (i) have a
Stated Principal Balance, after deduction
of the principal portion of the
Monthly Payment due in the month of
substitution, not in excess of 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 Gross Margin not
less than that of the Defective
Mortgage Loan; (vi) have a credit grade not
lower in quality than that of the
Defective Mortgage Loan; (vii) have a
Periodic Cap and Rate Ceiling equal to
that of the Defective Mortgage Loan; (viii)
have the same Index and frequency of
Mortgage Interest Rate Adjustment as the
Defective Mortgage Loan; (ix) have a
remaining term to maturity not greater than
(and not more than one year less
than) that of the Defective Mortgage Loan;
and (x) comply with each Mortgage
Loan representation and warranty set forth
in the applicable Servicing
Agreement, the Mortgage Loan Purchase
Agreement and this Agreement relating to
the Defective Mortgage Loan. More than one
Substitute Mortgage Loan may be
substituted for a Defective Mortgage Loan
if such Substitute Mortgage Loans meet
the foregoing attributes in the
aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
Targeted Overcollateralization Amount: As of any Distribution
Date,
(x) prior to the Stepdown Date, 0.70% of
the Cut-off Date Pool Principal Balance
of the Group 3 Mortgage Loans and (y) on
and after the Stepdown Date, (i) if a
Trigger Event has not occurred, the greater
of (A) 1.40% of the aggregate Stated
Principal Balance of the Group 3 Mortgage
Loans as of Due Date in the month of
such Distribution Date and (B) 0.50% of the
Cut-off Date Pool Principal Balance
for the Group 3 Mortgage Loans and (ii) if
a Trigger Event has occurred, the
Targeted Overcollateralization Amount for
the immediately preceding Distribution
Date.
Tax Matters Person: Any person designated as "tax matters person"
in
accordance with Section 5.06 and the manner
provided under Treasury Regulations
Section 1.860F-4(d) and Treasury
Regulations Section 301.6231(a)(7)-1.
Telerate Page 3750: The display page currently so designated on
the
Moneyline Telerate Service (or such other
page as may replace the Telerate Page
3750 page on that service for the purpose
of displaying London interbank offered
rates of major banks).
Termination Date: As defined in Section 10.01 hereof.
Termination Price: As defined in Section 10.01 hereof.
Total Covered Amount: As defined in the Mortgage Loan Purchase
Agreement.
Trigger Event: With respect to any Distribution Date, if (i)
the
three-month rolling average of 60+ Day
Delinquent Loans equals or exceeds 40% of
the Senior Enhancement Percentage or (ii)
the aggregate amount of Realized
Losses incurred on the Group 3 Mortgage
Loans since the Cut-off Date through the
Due Date in the month of such Distribution
Date (reduced by the aggregate amount
of Recoveries received since the Cut-off
Date through the Due Date in the month
of such Distribution Date on the Group 3
Mortgage Loans) divided by the Cut-off
Date Pool Principal Balance for Loan Group
3 exceeds the applicable percentages
set forth below with respect to such
Distribution Date:
Distribution Date Occurring In
Percentage
------------------------------
----------
April 2008
through March 2009
0.95%
April 2009
through March 2010
1.45%
April 2010 through March 2011
1.85%
April 2011
and thereafter
1.90%
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-B Trust."
Trust Estate: The segregated pool of assets subject hereto,
constituting the primary trust created
hereby and to be administered hereunder,
with respect to a portion of which four
REMIC elections are to be made, such
entire Trust Estate consisting of: (i) such
Mortgage Loans as from time to time
are subject to this Agreement, together
with the Mortgage Files relating
thereto, and together with all collections
thereon and proceeds thereof, (ii)
any REO Property, together with all
collections thereon and proceeds thereof,
(iii) the Trustee's rights with respect to
the Mortgage Loans under all
insurance policies required to be
maintained pursuant to this Agreement and any
proceeds thereof, (iv) the Depositor's
rights under the Servicing Agreements and
the Mortgage Loan Purchase Agreement
(including any security interest created
thereby), (v) the Trustee's rights under
the Yield Maintenance Agreements, (vi)
the right to receive any BPP Mortgage Loan
Payment and (vii) the Servicer
Custodial Accounts, the Distribution
Account and the Reserve Account and such
assets that are deposited therein from time
to time and any investments thereof,
together with any and all income, proceeds
and payments with respect thereto.
Trustee: Wells Fargo Bank, N.A., and its successors-in-interest
and,
if a successor trustee is appointed
hereunder, such successor, as trustee.
Uncertificated Accrued Interest: With respect to each
Uncertificated
Group 3 Lower-Tier Interest on each
Distribution Date, an amount equal to one
month's interest at the applicable Group 3
Lower-Tier Rate on the Uncertificated
Principal Balance of such Regular Interest.
In each case, Uncertificated Accrued
Interest will be reduced by any Prepayment
Interest Shortfalls and Relief Act
Interest Shortfalls (allocated to such
Regular Interests based on their
respective entitlements to interest
irrespective of any Prepayment Interest
Shortfalls and Relief Act Interest
Shortfalls for such Distribution Date).
Uncertificated Group 3 Lower-Tier Interest: A regular interest
in
the Group 3 Lower-Tier REMIC which is held
as an asset of the Group 3 Upper-Tier
REMIC and is entitled to monthly
distributions as provided in Section 5.11
hereof. Any of the Regular Interest LT1AA,
Regular Interest LT1A1, Regular
Interest LT1A1A, Regular Interest LT1A1B,
Regular Interest LT1A2, Regular
Interest LT1A2A, Regular Interest LT1A2B,
Regular Interest LT1A3A, Regular
Interest LT1A3B, Regular Interest LT1M1,
Regular Interest LT1M2, Regular
Interest LT1B1, Regular Interest LT1B2,
Regular Interest LT1B3, Regular Interest
LT1GRP, Regular Interest LT1SUB, Regular
Interest LT1XX, Regular Interest LT1ZZ,
Regular Interest LT2GRP and Regular
Interest LT2SUB are Uncertificated Group 3
Lower-Tier Interests. The Uncertificated
Group 3 Lower-Tier Interests shall have
the following original Uncertificated
Principal Balances as of the Closing Date:
Designation
Uncertificated Principal Balance
-----------
--------------------------------
LT1AA
$379,720,243.70
LT1A1
$1,395,345.00
LT1A1A
$590,000.00
LT1A1B
$160,000.00
LT1A3A
$238,375.00
LT1A2
$536,745.00
LT1A2A
$390,000.00
LT1A2B
$110,000.00
LT1A3B
$115,195.00
LT1M1
$108,490.00
LT1M2
$92,990.00
LT1B1
$63,935.00
LT1B2
$19,375.00
LT1B3
$27,120.00
LT1ZZ
$3,901,822.73
LT1SUB
$28,171.47
LT1GRP
$52,245.87
LT2SUB
$2,209.26
LT2GRP
$25,248.06
LT1XX
$387,361,761.78
Uncertificated Lower-Tier Interest: A regular interest in the
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and is
entitled to monthly distributions as
provided in Section 5.11 hereof. Any of the
Class 1-L Interest, Class 1-LS Interest,
Class 2-L Interest and Class 2-LS
Interest are Uncertificated Lower-Tier
Interests.
Uncertificated Principal Balance: The amount of any
Uncertificated
Group 3 Lower-Tier Interest outstanding as
of any date of determination. As of
the Closing Date, the Uncertificated
Balance of each Uncertificated Group 3
Lower-Tier Interest shall equal the amount
set forth in the definition of
"Uncertificated Group 3 Lower-Tier
Interest" hereto as its initial
uncertificated balance. On each
Distribution Date, the Uncertificated Principal
Balance of each Uncertificated Group 3
Lower-Tier Regular Interest shall be
reduced by all distributions of principal
made on such Uncertificated Group 3
Lower-Tier Regular Interest on such
Distribution Date pursuant to Section 5.11
and, if and to the extent necessary and
appropriate, shall be further reduced on
such Distribution Date by Realized Losses
as provided in Section 5.11(c) and
shall be increased by all Recoveries
allocated to such Group 3 Lower-Tier
Regular Interest on such Distribution Date
pursuant to Section 5.11(d). The
Uncertificated Balance of Regular Interest
LT1ZZ shall be increased by interest
deferrals as provided in Section
5.11(b)(i). The Uncertificated Principal
Balance of each Uncertificated Group 3
Lower-Tier Regular Interest shall never
be less than zero.
Unpaid Realized Loss Amount: For the Class 3-A-3A Component,
the
Class 3-A-3B Component, the Class 3-M-1
Certificates, the Class 3-M-2
Certificates, the Class 3-B-1 Certificates,
the Class 3-B-2 Certificates and the
Class 3-B-3 Certificates and as to any
Distribution Date, the excess of (x) the
aggregate Applied Realized Loss Amounts,
Class 3-A-3A Applied Realized Loss
Amounts or Class 3-A-3B Applied Realized
Loss Amounts allocated to such Class or
Component for all prior Distribution Dates
over (y) the sum of (a) the
cumulative amount of any Recoveries
allocated to such Class or Component and (b)
the aggregate Realized Loss Amortization
Amounts with respect to such Class or
Component for all prior Distribution
Dates.
Unscheduled Principal Payments: As to any Distribution Date and
Loan
Group (other than Loan Group 3), the sum of
(i) with respect to each Mortgage
Loan in such Loan Group that became a
Liquidated Mortgage Loan during the
calendar month preceding the month of such
Distribution Date, the amount of
Liquidation Proceeds (excluding Excess
Proceeds) allocable to principal received
by a Servicer with respect to such Mortgage
Loan during the calendar month
preceding the month of such Distribution
Date and (b) all Principal Prepayments
on the Mortgage Loans in such Loan Group
received by a Servicer during the
calendar month preceding the month of such
Distribution Date.
Upper-Tier Certificate Sub-Account: The sub-account of the
Distribution Account designated by the
Trustee pursuant to Section 3.09(e).
Upper-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the
Uncertificated Lower-Tier Interests and such
amounts as shall from time to time be
deemed to be held in the Upper-Tier
Certificate Sub-Account.
U.S. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the
case of a partnership, Treasury
Regulations are adopted that provide
otherwise) created or organized in or under
the laws of the United States, any state
thereof or the District of Columbia,
including an entity treated as a
corporation or partnership for federal income
tax purposes, an estate whose income is
subject to United States federal income
tax regardless of its source, or a trust if
a court within the United States is
able to exercise primary supervision over
the administration of such trust, and
one or more such U.S. Persons have the
authority to control all substantial
decisions of such trust (or, to the extent
provided in applicable Treasury
Regulations, certain trusts in existence on
August 20, 1996 which are eligible
to elect to be treated as U.S.
Persons).
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any
Certificate. As of any date of
determination, (a) 1% of all Voting Rights
shall be allocated to the Holders of
the Class 3-CE Certificates, (b) 1% of all
Voting Rights shall be allocated to
the Holders of the Class 3-P Certificates,
(c) 1% of all Voting Rights shall be
allocated to the Holder of the Residual
Certificate and (d) the remaining Voting
Rights shall be allocated among Holders of
the remaining Classes of Certificates
in proportion to the Certificate Balances
of their respective Certificates on
such date.
Yield Maintenance Agreements: Any of the eleven yield
maintenance
agreements between the Trustee, on behalf
of the Trust, and the Yield
Maintenance Agreement Provider
substantially in the form attached hereto as
Exhibit P. The Yield Maintenance Agreements
shall not be an asset of any REMIC
formed under this Agreement.
Yield Maintenance Agreement Payment: For each Distribution Date
from
May 2005 through the Distribution Date in
May 2010, the amount the Yield
Maintenance Agreement Provider is obligated
to pay to the Trustee two Business
Days prior to such Distribution Date for
deposit into the Reserve Account equal
to the product of (a) the excess of the
lesser of (i) One-Month LIBOR and (ii)
11.00% over the applicable strike rate for
such Distribution Date, as set forth
on the applicable table in Exhibit P
hereto, (b) the cap notional amount for
such Distribution Date as set forth on the
table in Exhibit P hereto and (c) a
fraction, the numerator of which is the
actual number of days elapsed since the
previous Distribution Date to but excluding
the current Distribution Date and
the denominator of which is 360.
Yield Maintenance Agreement Provider: Bank of America, National
Association and any successor thereto.
Section 1.02 Calculations. All dollar amounts calculated
hereunder
shall be rounded to the nearest penny with
one-half of one penny being rounded
down.
Section 1.03 Rights of the NIMS Insurer. Each of the rights of
the
NIMS Insurer set forth in this Agreement
shall exist so long as (i) the NIMS
Insurer has undertaken to guarantee certain
payments of notes issued pursuant to
the Indenture and (ii) any series of notes
issued pursuant to the Indenture
remains outstanding or the NIMS Insurer is
owed amounts in respect of its
guarantee of payment on such notes;
provided, however, the NIMS Insurer shall
not have any rights hereunder (except
pursuant to Section 11.01 in the case of
clause (ii) below) during the period of
time, if any, that (i) the NIMS Insurer
has not undertaken to guarantee certain
payments of notes issued pursuant to the
Indenture or (ii) any default has occurred
and is continuing under the insurance
policy issued by the NIMS Insurer with
respect to such notes.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and
delivery hereof, hereby sells, transfers,
assigns, sets over and otherwise conveys to
the Trustee on behalf of the Trust
for the benefit of the Certificateholders,
without recourse, all the right,
title and interest of the Depositor in and
to the Mortgage Loans, including all
interest and principal received on or with
respect to the Mortgage Loans (other
than payments of principal and interest due
and payable on the Mortgage Loans on
or before the Cut-off Date), the
Depositor's rights under the Mortgage Loan
Purchase Agreement, including the rights of
the Depositor as assignee of the
Seller with respect to the Seller's rights
under the Servicing Agreements. The
foregoing sale, transfer, assignment and
set over does not and is not intended
to result in a creation of an assumption by
the Trustee of any obligation of the
Depositor or any other Person in connection
with the Mortgage Loans or any
agreement or instrument relating thereto,
except as specifically set forth
herein. In addition, the Depositor,
concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns,
sets over and otherwise conveys to the
Trustee on behalf of the Trust for the
benefit of the Certificateholders,
without recourse, the Depositor's rights to
receive any BPP Mortgage Loan
Payment.
(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 Wells Fargo Bank,
N.A., as
trustee for holders of Banc of America Funding Corporation
Mortgage
Pass-Through Certificates, Series 2005-B, 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 "Wells Fargo Bank, N.A., as trustee
for
the
holders of Banc of America Funding Corporation Mortgage
Pass-Through
Certificates, Series 2005-B" (which may be included in a
blanket
assignment
or assignments), together with, except as provided below,
originals
of all interim recorded assignments of such mortgage or a copy
of such
interim assignment certified by the applicable Servicer (which
may
be part of
a blanket certification) as being a true and complete copy of
the
original recorded intervening assignments of Mortgage (each
such
assignment, when duly and validly completed, to be in recordable
form and
sufficient
to effect the assignment of and transfer to the assignee
thereof,
under the Mortgage to which the assignment relates); provided
that, if
the related Mortgage has not been returned from the applicable
public
recording office, such Assignment of Mortgage may exclude the
information to be provided by the recording office; and provided,
further,
if the
related Mortgage has been recorded in the name of Mortgage
Electronic
Registration Systems, Inc. ("MERS") or its designee, no
Assignment
of Mortgage in favor of the Trustee will be required to be
prepared
or delivered and instead, the applicable Servicer shall take
all
actions as
are necessary to cause the Trust to be shown as the owner of
the
related Mortgage Loan on the records of MERS for purposes of
the
system of
recording transfers of beneficial ownership of mortgages
maintained
by MERS;
(iv) the originals of all assumption, modification, consolidation
or
extension
agreements, if any, with evidence of recording thereon, if any;
(v) any of (A) the original or duplicate original mortgagee
title
insurance
policy and all riders thereto; (B) a title search showing no
lien
(other than standard exceptions) on the Mortgaged Property senior
to
the lien
of the Mortgage or (C) an opinion of counsel of the type
customarily rendered in the applicable jurisdiction in lieu of a
title
insurance
policy;
(vi) the original of any guarantee executed in connection with
the
Mortgage
Note;
(vii) for each Mortgage Loan, if any, which is secured by a
residential long-term lease, a copy of the lease with evidence
of
recording
indicated thereon, or, if the lease is in the process of being
recorded,
a photocopy of the lease, certified by an officer of the
respective
prior owner of such Mortgage Loan or by the applicable title
insurance
company, closing/settlement/escrow agent or company or closing
attorney
to be a true and correct copy of the lease transmitted for
recordation;
(viii) the original of any security agreement, chattel mortgage
or
equivalent
document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Co-op Shares, the
originals
of the
following documents or instruments:
(A) The stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of recognition agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate
UCC financing statements required by state law, evidencing a
complete and unbroken line from the mortgagee to the Trustee
with
evidence of recording thereon (or in a form suitable for
recordation).
provided, however, that on the Closing
Date, with respect to item (iii), 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). As set forth on Exhibit J
attached hereto is a list of all
states where recordation is required by any
Rating Agency to obtain the initial
ratings of the Certificates. The Trustee
may rely and shall be protected in
relying upon the information contained in
such Exhibit J.
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 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) above, there
has been a continuing delay at the
applicable insurer and the Depositor has
delivered the Officer's Certificate to such
effect to the Trustee. The Depositor
shall forward or cause to be forwarded to
the Trustee, 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. In the event that the
original Mortgage is not delivered and in
connection with the payment in full of the
related Mortgage Loan the public
recording office requires the presentation
of a "lost instruments affidavit and
indemnity" or any equivalent document,
because only a copy of the Mortgage can
be delivered with the instrument of
satisfaction or reconveyance, the Depositor
shall prepare, execute and deliver or cause
to be prepared, executed and
delivered, on behalf of the Trust, such a
document to the public recording
office.
As promptly as practicable subsequent to such transfer and
assignment, the applicable Servicer shall
(except for any Mortgage which has
been recorded in the name of MERS or its
designee) (I) cause each Assignment of
Mortgage to be in proper form for recording
in the appropriate public office for
real property records within 30 days of the
Closing Date and (II) at the
Depositor's expense, cause to be delivered
for recording in the appropriate
public office for real property records the
Assignments of the Mortgages to the
Trustee, except that, with respect to any
Assignment of a Mortgage as to which
the 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 any
event within 30 days after the receipt
thereof; provided, however, no recording of
an Assignment of Mortgage will be
required in a state if either (i) the
Depositor furnishes to the Trustee an
unqualified Opinion of Counsel reasonably
acceptable to the Trustee to the
effect that recordation of such assignment
is not necessary under applicable
state law to preserve the Trustee's
interest in the related Mortgage Loan
against the claim of any subsequent
transferee of such Mortgage Loan or any
successor to, or creditor of, the Depositor
or the originator of such Mortgage
Loan or (ii) the recordation of an
Assignment of Mortgage in such state is not
required by any Rating Agency in order to
obtain the initial ratings on the
Certificates on the Closing Date.
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 deposit in the
applicable Servicer Custodial Account the
portion of such payment that is required to
be deposited in such Servicer
Custodial Account pursuant to Section
3.09.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
Subject to the provisions of the following
paragraph, the Trustee declares that
it, or the Custodian as its agent, will
hold the documents referred to in
Section 2.01 and the other documents
delivered to it constituting the Mortgage
Files, and that it will hold such other
assets as are included in the Trust
Estate delivered to it, in trust for the
exclusive use and benefit of all
present and future Certificateholders. Upon
execution and delivery of this
document, the Trustee shall deliver, or
shall cause the Custodian to deliver, to
the Depositor, the Trustee and the NIMS
Insurer 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 shall review, or shall cause
the Custodian to review, the Mortgage
Files in its possession, and shall deliver
to the Depositor, the Trustee and the
NIMS Insurer 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).
If, in the course of such review, the Trustee or the Custodian
finds
any document constituting a part of a
Mortgage File which does not meet the
requirements of Section 2.01 or is omitted
from such Mortgage File or if the
Depositor, a Servicer, the Trustee or the
NIMS Insurer 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 Seller or such
Servicer, the Trustee, the NIMS Insurer
and the Depositor of such failure to meet
the requirements of Section 2.01 or of
such breach and request that the Depositor,
the applicable Servicer or the
Seller, as the case may be, 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
Depositor, the Seller or the applicable
Servicer, as the case may be, does not
deliver such missing document or cure such
defect or breach in all material
respects during such period, the Trustee
shall enforce the obligation of the
Depositor, the applicable Servicer or the
Seller, as the case may be, under this
Agreement, the applicable Servicing
Agreement or the Mortgage Loan Purchase
Agreement, as applicable, and cause the
Depositor, the applicable Servicer or
the Seller to either (a) in the case of the
Seller only, 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 Repurchase Price for such
Mortgage Loan; provided, however, that in
no event shall such a substitution
occur more than two years from the Closing
Date; provided, further, that such
substitution or repurchase 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 may
conclusively rely on the purported
genuineness of any such document and any
signature thereon. It is understood that
the scope of the Trustee's or the
Custodian's review of the Mortgage Files is
limited solely to confirming that
the documents listed in Section 2.01 have
been received and further confirming
that any and all documents delivered
pursuant to Section 2.01 appear on their
face to have been executed and relate to
the Mortgage Loans identified in the
Mortgage Loan Schedule based solely upon
the review of items (i) and (xi) in the
definition of Mortgage Loan Schedule.
Neither the Trustee nor the Custodian
shall have any responsibility for
determining whether any document is valid and
binding, whether the text of any assignment
or endorsement is in proper or
recordable form, whether any document has
been recorded in accordance with the
requirements of any applicable
jurisdiction, or whether a blanket assignment is
permitted in any applicable
jurisdiction.
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 remedies
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 NIMS Insurer or the
Trustee that the substance of such
representation or warranty is inaccurate and
such inaccuracy materially and adversely
affects the interest of the
Certificateholders in the related Mortgage
Loan then, notwithstanding the
Seller's lack of knowledge with respect to
the substance of such representation
or warranty being inaccurate at the time
the representation or warranty was
made, such inaccuracy shall be deemed a
breach of the applicable representation
or warranty.
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 applicable 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 such
Servicer shall deliver the amended
Mortgage Loan Schedule to the NIMS Insurer,
the Trustee and the Custodian. Upon
such substitution, each Substitute Mortgage
Loan shall be subject to the terms
of this Agreement in all respects, and the
applicable Servicer (in the case of a
GreenPoint Mortgage Loan or a National City
Mortgage Loan) or the Seller (in the
case of a BANA Mortgage Loan) 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 the applicable Servicing
Agreement or paragraph 4 of the Mortgage
Loan Purchase Agreement, as the case
may be. Upon any such substitution and the
remittance to the Trustee for deposit
to the Distribution Account of any required
Substitution Adjustment Amount (as
described in the next paragraph) and
receipt of a Request for Release, the
Trustee shall, or the Custodian on behalf
of the Trustee upon receipt of written
notice from the Trustee of such deposit
shall, 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 Trustee for deposit to the
Distribution 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
Repurchase Price of any repurchase and the
Substitution Adjustment Amount, if
any, shall be remitted to the Trustee for
deposited to the Distribution Account.
The Trustee, or the Custodian on behalf of the Trustee, shall
retain
possession and custody of each Mortgage
File in accordance with and subject to
the terms and conditions set forth herein.
Each Servicer shall cause to be
promptly delivered to the Trustee, or the
Custodian on behalf of the Trustee,
upon the execution or, in the case of
documents requiring recording, receipt
thereof, the originals of such other
documents or instruments constituting the
Mortgage File as come into such Servicer's
possession from time to time.
The Trustee, or the Custodian on behalf of the Trustee, shall
be
under no duty or obligation (i) to inspect,
review or examine any such
documents, instruments, certificates or
other papers to determine that they are
genuine, enforceable, or appropriate for
the represented purpose or that they
are other than what they purport to be on
their face or (ii) to determine
whether any Mortgage File should include
any of the documents specified in
Section 2.01(b)(iv), (vi), (vii), (viii)
and (ix).
The Trustee is hereby directed to execute and deliver, on behalf
of
the Trust, the Yield Maintenance
Agreements.
Section 2.03 Representations, Warranties and Covenants of the
Servicers.
(a) GreenPoint hereby makes the following representations and
warranties to the Depositor, the NIMS
Insurer and the Trustee, as of the Closing
Date:
(i) GreenPoint is a corporation duly organized, validly existing
and
in good
standing under the laws of the State of New York and has all
licenses
necessary to carry on its business as now being conducted and
is
licensed,
qualified and in good standing in each state where a Mortgaged
Property
is located if the laws of such state require licensing or
qualification in order to conduct business of the type conducted
by
GreenPoint, and in any event GreenPoint is in compliance with the
laws of
any such
state to the extent necessary to ensure the enforceability of
the
related
Mortgage Loan and the servicing of such Mortgage Loan in
accordance
with the terms of this Agreement; GreenPoint has the full
corporate
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 GreenPoint and the consummation of the
transactions contemplated hereby have been duly and validly
authorized;
this
Agreement evidences the valid, binding and enforceable obligation
of
GreenPoint; and all requisite corporate action has been taken
by
GreenPoint
to make this Agreement valid and binding upon GreenPoint in
accordance
with its terms.
(ii) The consummation of the transactions contemplated by this
Agreement
are in the ordinary course of business of GreenPoint.
(iii) Neither the execution and delivery of this Agreement or
the
transactions contemplated hereby, nor the fulfillment of or
compliance
with the
terms and conditions of this Agreement will conflict with or
result in
a breach of any of the terms, articles of incorporation or
by-laws or
any legal restriction or any agreement or instrument to which
GreenPoint
is now a party or by which it is bound, or constitute a default
or result
in the violation of any law, rule, regulation, order, judgment
or decree
to which GreenPoint or its property is subject, or impair the
value of
the Mortgage Loans.
(iv) GreenPoint is an approved seller/servicer of conventional
residential mortgage loans for Fannie Mae or Freddie Mac, with
the
facilities, procedures, and experienced personnel necessary for the
sound
servicing
of mortgage loans of the same type as the Mortgage Loans.
GreenPoint
is a HUD approved mortgagee pursuant to Section 203 of the
National
Housing Act and is in good standing to sell mortgage loans to
and
service
mortgage loans for Fannie Mae or Freddie Mac, and no event has
occurred,
including but not limited to a change in insurance coverage,
which
would make GreenPoint unable to comply with Fannie Mae or
Freddie
Mac
eligibility requirements or which would require notification to
either
Fannie Mae
or Freddie Mac.
(v) GreenPoint does not believe, nor does it have any reason or
cause to
believe, that it cannot perform each and every covenant
contained
in this
Agreement.
(vi) There is no action, suit, proceeding or investigation
pending
or to its
knowledge threatened against GreenPoint which, either in any
one
instance
or in the aggregate, may result in any material adverse change
in
the
business, operations, financial condition, properties or assets
of
GreenPoint, or in any material impairment of the right or ability
of
GreenPoint
to carry on its business substantially as now conducted, or in
any
material liability on the part of GreenPoint, or which would draw
into
question
the validity of this Agreement or of any action taken or to be
contemplated herein, or which would be likely to impair materially
the
ability of
GreenPoint to perform under the terms of this Agreement.
(vii) No consent,
approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery
and
performance by GreenPoint of or compliance by GreenPoint with
this
Agreement
as evidenced by the consummation of the transactions
contemplated by this Agreement, or if required, such approval has
been
obtained
prior to the Closing Date.
(viii) Neither this Agreement nor any statement, report or
other
document
prepared and furnished by or on behalf of GreenPoint or to be
prepared
and furnished by or on behalf of GreenPoint pursuant to this
Agreement
or in connection with the transactions contemplated hereby
contains
any untrue material statement of fact or omits to state a
material
fact necessary to make the statements contained therein not
misleading.
(ix) There has been no material adverse change in the business,
operations, financial condition or assets of GreenPoint since the
date of
GreenPoint's most recent financial statements.
(x) GreenPoint has fully furnished, and shall continue to fully
furnish
for so long as it is servicing the GreenPoint Mortgage Loans
hereunder,
in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information on the
related
Mortgagor
credit files to Equifax, Experian and Trans Union Credit
Information Company on a monthly basis.
(b) BANA hereby makes the following representations and
warranties
to the Depositor, the NIMS Insurer and the
Trustee, as of the Closing Date:
(i) BANA is a national banking association duly organized,
validly
existing
and in good standing under the laws of the United States of
America
and has all licenses necessary to carry on its business as now
being
conducted and is licensed, qualified and in good standing in
each
state
where a Mortgaged Property is located if the laws of such state
require
licensing or qualification in order to conduct business of the
type
conducted by BANA, and in any event BANA is in compliance with
the
laws of
any such state to the extent necessary to ensure the
enforceability of the related Mortgage Loan and the servicing of
such
Mortgage
Loan in accordance with the terms of this Agreement; BANA has
the
full
corporate 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 BANA and the consummation of the
transactions contemplated hereby have been duly and validly
authorized;
this
Agreement evidences the valid, binding and enforceable obligation
of
BANA; and
all requisite corporate action has been taken by BANA to make
this
Agreement valid and binding upon BANA in accordance with its
terms.
(ii) The
consummation of the transactions contemplated by this
Agreement
are in the ordinary course of business of BANA.
(iii) Neither the execution and delivery of this Agreement or
the
transactions contemplated hereby, nor the fulfillment of or
compliance
with the
terms and conditions of this Agreement will conflict with or
result in
a breach of any of the terms, charter or by-laws or any legal
restriction or any agreement or instrument to which BANA is now a
party or
by which
it is bound, or constitute a default or result in the violation
of any
law, rule, regulation, order, judgment or decree to which BANA
or
its
property is subject, or impair the value of the Mortgage Loans.
(iv) BANA is an approved seller/servicer of conventional
residential
mortgage
loans for Fannie Mae or Freddie Mac, with the facilities,
procedures, and experienced personnel necessary for the sound
servicing of
mortgage
loans of the same type as the Mortgage Loans. BANA is a HUD
approved
mortgagee pursuant to Section 203 of the National Housing Act
and
is in good
standing to sell mortgage loans to and service mortgage loans
for Fannie
Mae or Freddie Mac, and no event has occurred, including but
not
limited to a change in insurance coverage, which would make
BANA
unable to
comply with Fannie Mae or Freddie Mac eligibility requirements
or which
would require notification to either Fannie Mae or Freddie Mac.
(v) BANA does not believe, nor does it have any reason or cause
to
believe,
that it cannot perform each and every covenant contained in
this
Agreement.
(vi) There is no action, suit, proceeding or investigation
pending
or to its
knowledge threatened against BANA which, either in any one
instance
or in the aggregate, may result in any material adverse change
in
the
business, operations, financial condition, properties or assets
of
BANA, or
in any material impairment of the right or ability of BANA to
carry on
its business substantially as now conducted, or in any material
liability
on the part of BANA, or which would draw into question the
validity
of this Agreement or of any action taken or to be contemplated
herein, or
which would be likely to impair materially the ability of BANA
to perform
under the terms of this Agreement.
(vii) No consent, approval, authorization or order of any court
or
governmental agency or body is required for the execution, delivery
and
performance by BANA of or compliance by BANA with this Agreement
as
evidenced
by the consummation of the transactions contemplated by this
Agreement,
or if required, such approval has been obtained prior to the
Closing
Date.
(viii) Neither this Agreement nor any statement, report or
other
document
prepared and furnished by or on behalf of BANA or to be
prepared
and
furnished by or on behalf of BANA pursuant to this Agreement or
in
connection
with the transactions contemplated hereby contains any untrue
material
statement of fact or omits to state a material fact necessary
to
make the
statements contained therein not misleading.
(ix) There has been no material adverse change in the business,
operations, financial condition or assets of BANA since the date of
BANA's
most
recent financial statements.
(x) BANA has fully furnished, and shall continue to fully
furnish
for so
long as it is servicing the BANA Mortgage Loans in Loan Group 1
hereunder,
in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information on the
related
Mortgagor credit
files to Equifax, Experian and Trans Union Credit
Information Company on a monthly basis.
(c) National City Mortgage hereby makes the following
representations and warranties to the
Depositor, the NIMS Insurer and the
Trustee, as of the Closing Date:
(i) National City Mortgage is a corporation duly organized,
validly
existing
and in good standing under the laws of the State of Ohio and
has
all
licenses necessary to carry on its business as now being conducted
and
is
licensed, qualified and in good standing in each state where a
Mortgaged
Property is located if the laws of such state require licensing
or
qualification in order to conduct business of the type conducted
by
National
City Mortgage, and in any event National City Mortgage is in
compliance
with the laws of any such state to the extent necessary to
ensure the
enforceability of the related Mortgage Loan and the servicing
of such
Mortgage Loan in accordance with the terms of this Agreement;
National
City Mortgage has the full corporate 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
National
City Mortgage and the consummation of the transactions
contemplated hereby have been duly and validly authorized; this
Agreement
evidences
the valid, binding and enforceable obligation of National City
Mortgage;
and all requisite corporate action has been taken by National
City
Mortgage to make this Agreement valid and binding upon National
City
Mortgage
in accordance with its terms.
(ii) The consummation of the transactions contemplated by this
Agreement
are in the ordinary course of business of National City
Mortgage.
(iii) Neither the execution and delivery of this Agreement or
the
transactions contemplated hereby, nor the fulfillment of or
compliance
with the
terms and conditions of this Agreement will conflict with or
result in
a breach of any of the terms, articles of incorporation or
by-laws or
any legal restriction or any agreement or instrument to which
National
City Mortgage is now a party or by which it is bound, or
constitute
a default or result in the violation of any law, rule,
regulation, order, judgment or decree to which National City
Mortgage or
its
property is subject, or impair the value of the Mortgage Loans.
(iv) National City Mortgage is an approved seller/servicer of
conventional residential mortgage loans for Fannie Mae or Freddie
Mac,
with the facilities, procedures,
and experienced personnel necessary for
the sound
servicing of mortgage loans of the same type as the Mortgage
Loans.
National City Mortgage is a HUD approved mortgagee pursuant to
Section
203 of the National Housing Act and is in good standing to sell
mortgage
loans to and service mortgage loans for Fannie Mae or Freddie
Mac, and
no event has occurred, including but not limited to a change in
insurance
coverage, which would make National City Mortgage unable to
comply
with Fannie Mae or Freddie Mac eligibility requirements or
which
would
require notification to either Fannie Mae or Freddie Mac.
(v) National City Mortgage does not believe, nor does it have
any
reason or cause to believe,
that it cannot perform each and every covenant
contained
in this Agreement.
(vi) There is no action, suit, proceeding or investigation
pending
or to its
knowledge threatened against National City Mortgage which,
either in
any one instance or in the aggregate, may result in any
material
adverse
change in the business, operations, financial condition,
properties
or assets of National City Mortgage, or in any material
impairment
of the right or ability of National City Mortgage to carry on
its
business substantially as now conducted, or in any material
liability
on the
part of National City Mortgage, or which would draw into
question
the
validity of this Agreement or of any action taken or to be
contemplated herein, or which would be likely to impair materially
the
ability of
National City Mortgage to perform under the terms of this
Agreement.
(vii) No consent, approval, authorization or order of any court
or
governmental agency or body is required for the execution, delivery
and
performance by National City Mortgage of or compliance by National
City
Mortgage
with this Agreement as evidenced by the consummation of the
transactions
contemplated by this Agreement, or if required, such approval
has been
obtained prior to the Closing Date.
(viii) Neither this Agreement nor any statement, report or
other
document
prepared and furnished by or on behalf of National City
Mortgage
or to be
prepared and furnished by or on behalf of National City
Mortgage
pursuant
to this Agreement or in connection with the transactions
contemplated hereby contains any untrue material statement of fact
or
omits to
state a material fact necessary to make the statements
contained
therein
not misleading.
(ix) There has been no material adverse change in the business,
operations, financial condition or assets of National City Mortgage
since
the date
of National City Mortgage's most recent financial statements.
The representations and warranties made pursuant to this
Section
2.03 shall survive delivery of the
respective Mortgage Files to the Trustee, or
the Custodian on behalf of 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 and
the
NIMS Insurer with respect to the Mortgage
Loans or each Mortgage Loan, as the
case may be, as of the date hereof or such
other date set forth herein that as
of the Closing Date:
(i) Immediately prior to the transfer and assignment
contemplated
herein,
the Depositor was the sole owner and holder of the Mortgage
Loans.
The
Mortgage Loans were not assigned or pledged by the Depositor and
the
Depositor
had good and marketable title thereto, and the Depositor had
full right
to transfer and sell the Mortgage Loans to the Trustee free and
clear of
any encumbrance, participation interest, lien, equity, pledge,
claim or
security interest and had full right and authority subject to
no
interest
or participation in, or agreement with any other party to sell
or
otherwise
transfer the Mortgage Loans.
(ii) As of the Closing Date, the Depositor has transferred all
right,
title and interest in the Mortgage Loans to the Trustee on
behalf
of the
Trust.
(iii) As of the Closing Date, the Depositor has not transferred
the
Mortgage
Loans to the Trustee on behalf of the Trust with any intent to
hinder,
delay or defraud 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, or the Custodian on
behalf of the Trustee, and shall inure
to the benefit of the Trustee,
notwithstanding any restrictive or qualified
endorsement or assignment.
Section 2.05 Designation of Interests in the REMICs. The
Depositor
hereby designates the Classes of
Certificates (other than the Group 3
Certificates and the Residual Certificate)
as "regular interests" and the Class
1-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 designates the Group 3
Certificates (other than the Class 3-A-3
and Class 3-P Certificates) and the
Components as "regular interests" and the
Class 3-UR Interest as the single class of
"residual interest" in the Group 3
Upper-Tier REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2),
respectively. The Depositor hereby further
designates (i) the Uncertificated
Lower-Tier Interests as classes of "regular
interests" and the Class 1-LR
Interest as the single class of "residual
interest" in the Lower-Tier REMIC for
the purposes of Code Sections 860G(a)(1)
and 860G(a)(2), respectively; and (ii)
the Uncertificated Group 3 Lower-Tier
Interests as classes of "regular
interests" and the Class 3-LR Interest as
the single class of "residual
interest" in the Group 3 Lower-Tier REMIC
for the purposes of Code Sections
860G(a)(1) and 860G(a)(2),
respectively.
Section 2.06 Designation of Start-up Day. The Closing Date is
hereby
designated as the "start-up day" of each
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 April 20,
2035.
Section 2.08 Execution and Delivery of Certificates. The Trustee
(i)
acknowledges the issuance of and hereby
declares that it holds the
Uncertificated Lower-Tier Interests on
behalf of the Upper-Tier REMIC and the
Certificateholders (other than holders of
the Group 3 Certificates), (ii)
acknowledges the issuance of and hereby
declares that it holds the Group 3
Uncertificated Lower-Tier Interests on
behalf of the Group 3 Upper-Tier REMIC
and the holders of Group 3 Certificates
(other than the Class 3-P Certificates)
and the Class 1-A-R Certificate (in respect
of the Class 3-UR Interest), and
(iii) 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 Group 3 Lower Tier
Interests, together with all other assets
included in the definition of "Trust
Estate," receipt of which is hereby
acknowledged, Certificates in authorized
denominations which, together with the
Uncertificated Lower Tier Interests and the
Uncertificated Group 3 Lower Tier
Interests, evidence ownership of the entire
Trust Estate.
Section 2.09 Repurchase of Converted Mortgage Loans. The
Depositor
shall repurchase from the Trust any
Converted Mortgage Loan prior to the first
Due Date for such Mortgage Loan following
the Conversion Date. Any such
repurchase shall be at the Purchase Price.
The Purchase Price for any
repurchased Converted Mortgage Loan shall
be delivered to the Trustee for
deposit to the Distribution Account and,
upon receipt by the Trustee of written
notification of any such deposit signed by
an officer of the Depositor and a
Request for Release, the Trustee, or the
Custodian on behalf of the Trustee,
shall release to the Depositor the related
Mortgage File and shall execute and
deliver such instruments of transfer or
assignment prepared by the Depositor, in
each case without recourse, as shall be
necessary to vest in the Depositor legal
and beneficial ownership of such Converted
Mortgage Loan.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicers to Service Mortgage Loans. For and on
behalf
of the Certificateholders, GreenPoint shall
service and administer the
GreenPoint Mortgage Loans, BANA shall
service and administer the BANA Mortgage
Loans and National City Mortgage shall
service and administer the National City
Mortgage Mortgage Loans, each in accordance
with the terms of this Agreement,
Customary Servicing Procedures, applicable
law and the terms of the Mortgage
Notes and Mortgages. In connection with
such servicing and administration, each
Servicer shall have full power and
authority, acting alone and/or through
Subservicers as provided in Section 3.02,
to do or cause to be done any and all
things that it may deem necessary or
desirable in connection with such servicing
and administration including, but not
limited to, the power and authority,
subject to the terms hereof, (a) to execute
and deliver, on behalf of the
Certificateholders and the Trustee,
customary consents or waivers and other
instruments and documents, (b) to consent,
with respect to the Mortgage Loans it
services, to transfers of any Mortgaged
Property and assumptions of the Mortgage
Notes and related Mortgages (but only in
the manner provided in this Agreement),
(c) to collect any Insurance Proceeds and
other Liquidation Proceeds relating to
the Mortgage Loans it services, and (d) to
effectuate foreclosure or other
conversion of the ownership of the
Mortgaged Property securing any Mortgage Loan
it services. Each Servicer shall represent
and protect the interests of the
Trust in the same manner as it protects its
own interests in mortgage loans in
its own portfolio in any claim, proceeding
or litigation regarding a Mortgage
Loan and shall not make or permit any
modification, waiver or amendment of any
term of any Mortgage Loan, except as
provided pursuant to Section 3.22. Without
limiting the generality of the foregoing,
each Servicer, in its own name or in
the name of any Subservicer or the
Depositor and the Trustee, is hereby
authorized and empowered by the Depositor
and the Trustee, when such Servicer or
any Subservicer, as the case may be,
believes it appropriate in its reasonable
judgment, to execute and deliver, on behalf
of the Trustee, the Depositor, the
Certificateholders or any of them, any and
all instruments of satisfaction or
cancellation, or of partial or full release
or discharge, and all other
comparable instruments, with respect to the
Mortgage Loans it services, and with
respect to the related Mortgaged Properties
held for the benefit of the
Certificateholders. Each Servicer shall
prepare and deliver to the Depositor
and/or the Trustee such documents requiring
execution and delivery by any or all
of them as are necessary or appropriate to
enable such Servicer to service and
administer the Mortgage Loans it services
to the extent that such Servicer is
not permitted to execute and deliver such
documents pursuant to the preceding
sentence. Upon receipt of such documents,
the Depositor and/or the Trustee, upon
the direction of the related Servicer,
shall promptly execute such documents and
deliver them to the related Servicer.
In accordance with the standards of the preceding paragraph,
each
Servicer shall advance or cause to be
advanced funds as necessary for the
purpose of effecting the payment of taxes
and assessments on the Mortgaged
Properties relating to the Mortgage Loans
it services, which Servicing Advances
shall be reimbursable in the first instance
from related collections from the
Mortgagors pursuant to Section 3.10, and
further as provided in Section 3.13.
The costs incurred by the Servicers, if
any, in effecting the timely payments of
taxes and assessments on the Mortgaged
Properties and related insurance premiums
shall not, for the purpose of calculating
monthly distributions to the
Certificateholders, be added to the Stated
Principal Balances of the related
Mortgage Loans, notwithstanding that the
terms of such Mortgage Loans so permit.
The relationship of each Servicer (and of any successor to any
Servicer as servicer under this Agreement)
to the Trustee under this Agreement
is intended by the parties to be that of an
independent contractor and not that
of a joint venturer, partner or agent.
Section 3.02 Subservicing; Enforcement of the Obligations of
the
Servicers.
(a) Each Servicer may arrange for the subservicing of any
Mortgage
Loan it services by a Subservicer pursuant
to a Subservicing Agreement;
provided, however, that such subservicing
arrangement and the terms of the
related Subservicing Agreement must provide
for the servicing of such Mortgage
Loan in a manner consistent with the
servicing arrangements contemplated
hereunder. Notwithstanding the provisions
of any Subservicing Agreement, any of
the provisions of this Agreement relating
to agreements or arrangements between
a Servicer and a Subservicer or reference
to actions taken through a Subservicer
or otherwise, such Servicer shall remain
obligated and liable to the Depositor,
the Trustee and the Certificateholders for
the servicing and administration of
the Mortgage Loans it services in
accordance with the provisions of this
Agreement without diminution of such
obligation or liability by virtue of such
Subservicing Agreements or arrangements or
by virtue of indemnification from the
Subservicer and to the same extent and
under the same terms and conditions as if
such Servicer alone were servicing and
administering those Mortgage Loans. All
actions of each Subservicer performed
pursuant to the related Subservicing
Agreement shall be performed as agent of
the related Servicer with the same
force and effect as if performed directly
by such Servicer.
(b) For
purposes of this Agreement, each Servicer shall be deemed to
have received any collections, recoveries
or payments with respect to the
Mortgage Loans it services that are
received by a Subservicer regardless of
whether such payments are remitted by the
Subservicer to such Servicer.
(c) As part of its servicing activities hereunder, each
Servicer,
for the benefit of the Trustee and the
Certificateholders, shall use its best
reasonable efforts to enforce the
obligations of each Subservicer engaged by
such Servicer under the related
Subservicing Agreement, to the extent that the
non-performance of any such obligation
would have a material and adverse effect
on a Mortgage Loan. Such enforcement,
including, without limitation, the legal
prosecution of claims, termination of
Subservicing Agreements and the pursuit of
other appropriate remedies, shall be in
such form and carried out to such an
extent and at such time as the related
Servicer, in its good faith business
judgment, would require were it the owner
of the related Mortgage Loans. The
related Servicer shall pay the costs of
such enforcement at its own expense, and
shall be reimbursed therefor only (i) from
a general recovery resulting from
such enforcement to the extent, if any,
that such recovery exceeds all amounts
due in respect of the related Mortgage Loan
or (ii) from a specific recovery of
costs, expenses or attorneys fees against
the party against whom such
enforcement is directed.
(d) Any Subservicing Agreement entered into by a Servicer shall
provide that it may be assumed or
terminated by the Trustee, if the Trustee has
assumed the duties of such Servicer, or any
successor Servicer, at the Trustee's
or successor Servicer's option, as
applicable, without cost or obligation to the
assuming or terminating party or the Trust
Estate, upon the assumption by such
party of the obligations of such Servicer
pursuant to Section 8.05.
Any Subservicing Agreement, and any other transactions or
services
relating to the Mortgage Loans involving a
Subservicer, shall be deemed to be
between the related Servicer and such
Subservicer alone, and the Trustee and the
Certificateholders shall not be deemed
parties thereto and shall have no claims
or rights of action against, rights,
obligations, duties or liabilities to or
with respect to the Subservicer or its
officers, directors or employees, except
as set forth in Section 3.01.
Section 3.03 Fidelity Bond; Errors and Omissions Insurance.
Each
Servicer shall maintain, at its own
expense, a blanket fidelity bond and an
errors and omissions insurance policy, with
broad coverage on all officers,
employees or other persons acting in any
capacity requiring such persons to
handle funds, money, documents or papers
relating to the Mortgage Loans it
services. These policies must insure such
Servicer against losses resulting from
dishonest or fraudulent acts committed by
such Servicer's personnel, any
employees of outside firms that provide
data processing services for such
Servicer, and temporary contract employees
or student interns. Such fidelity
bond shall also protect and insure such
Servicer against losses in connection
with the release or satisfaction of a
Mortgage Loan without having obtained
payment in full of the indebtedness secured
thereby. No provision of this
Section 3.03 requiring such fidelity bond
and errors and omissions insurance
shall diminish or relieve such 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
such Servicer by express waiver of FNMA or
FHLMC. In the event that any such
policy or bond ceases to be in effect, each
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.
Each Servicer shall provide to the OCC, the OTS, the FDIC and
to
comparable regulatory authorities
supervising Holders of Certificates and the
examiners and supervisory agents of the
OCC, the OTS, the FDIC and such other
authorities, access to the documentation
required by applicable regulations of
the OCC, the OTS, the FDIC and such other
authorities with respect to the
Mortgage Loans. Such access shall be
afforded without charge, but only upon
reasonable and prior written request and
during normal business hours at the
offices designated by the related Servicer.
Nothing in this Section 3.04 shall
limit the obligation of the related
Servicer to observe any applicable law and
the failure of 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; Collection of BPP Mortgage Loan
Payments.
(a) With respect to each Mortgage Loan with a Loan-to-Value Ratio
in
excess of 80% or such other Loan-to-Value
Ratio as may be required by law, the
Servicer responsible for servicing such
Mortgage Loan shall, without any cost to
the Trust Estate, maintain or cause the
Mortgagor to maintain in full force and
effect a Primary Mortgage Insurance Policy
insuring that portion of the Mortgage
Loan in excess of a percentage in
conformity with FNMA requirements. The related
Servicer shall pay or shall cause the
Mortgagor to pay the premium thereon on a
timely basis, at least until the
Loan-to-Value Ratio of such Mortgage Loan is
reduced to 80% or such other Loan-to-Value
Ratio as may be required by law. If
such Primary Mortgage Insurance Policy is
terminated, the related Servicer shall
obtain from another insurer a comparable
replacement policy, with a total
coverage equal to the remaining coverage of
such terminated Primary Mortgage
Insurance Policy. If the insurer shall
cease to be an insurer acceptable to
FNMA, the related Servicer shall notify the
Trustee in writing, it being
understood that the such Servicer shall not
have any responsibility or liability
for any failure to recover under the
Primary Mortgage Insurance Policy for such
reason. If such Servicer determines that
recoveries under the Primary Mortgage
Insurance Policy are jeopardized by the
financial condition of the insurer, such
Servicer shall obtain from another insurer
which meets the requirements of this
Section 3.05 a replacement insurance
policy. A Servicer shall not take any
action that would result in noncoverage
under any applicable Primary Mortgage
Insurance Policy of any loss that, but for
the actions of such Servicer, would
have been covered thereunder. In connection
with any assumption or substitution
agreement entered into or to be entered
into pursuant to Section 3.14, the
related Servicer shall promptly notify the
insurer under the related Primary
Mortgage Insurance Policy, if any, of such
assumption or substitution of
liability in accordance with the terms of
such Primary Mortgage Insurance Policy
and shall take all actions which may be
required by such insurer as a condition
to the continuation of coverage under such
Primary Mortgage Insurance Policy. If
such Primary Mortgage Insurance Policy is
terminated as a result of such
assumption or substitution of liability,
the related Servicer shall obtain a
replacement Primary Mortgage Insurance
Policy as provided above.
In connection with its activities as servicer, each Servicer
agrees
to prepare and present, on behalf of
itself, the Trustee and the
Certificateholders, claims to the insurer
under any Primary Mortgage Insurance
Policy in a timely fashion in accordance
with the terms of such Primary Mortgage
Insurance Policy and, in this regard, to
take such action as shall be necessary
to permit recovery under any Primary
Mortgage Insurance Policy respecting a
defaulted Mortgage Loan. Pursuant to
Section 3.10(a), any amounts collected by a
Servicer under any Primary Mortgage
Insurance Policy shall be deposited in the
related Escrow Account, subject to
withdrawal pursuant to Section 3.10(b).
Each Servicer will comply with all provisions of applicable
state
and federal law relating to the
cancellation of, or collection of premiums with
respect to, each Primary Mortgage Insurance
Policy, including, but not limited
to, the provisions of the Homeowners
Protection Act of 1998, and all regulations
promulgated thereunder, as amended from
time to time.
(b) BANA shall take all actions necessary to collect, on behalf
of
the Trust, any BPP Mortgage Loan Payments
required to be made to the Trust
pursuant to the Mortgage Loan Purchase
Agreement.
Section 3.06 Rights of the Depositor and the Trustee in Respect
of
the Servicers.
The Depositor may, but is not obligated to, enforce the
obligations
of each Servicer hereunder and may, but is
not obligated to, perform, or cause a
designee to perform, any defaulted
obligation of any Servicer hereunder and in
connection with any such defaulted
obligation to exercise the related rights of
such Servicer hereunder; provided that a
Servicer shall not be relieved of any
of its obligations hereunder by virtue of
such performance by the Depositor or
its designee. Neither the Trustee nor the
Depositor shall have any
responsibility or liability for any action
or failure to act by a Servicer nor
shall the Trustee or the Depositor be
obligated to supervise the performance of
a Servicer (or any Subservicer) hereunder
or otherwise.
Section 3.07 Trustee to Act as Servicer.
If a Servicer shall for any reason no longer be a Servicer
hereunder
(including by reason of an Event of
Default), the Trustee shall within 90 days
of such time, assume, if it so elects, or
shall appoint a successor Servicer to
assume, all of the rights and obligations
of such Servicer hereunder arising
thereafter (except that the Trustee shall
not be (a) liable for losses of such
Servicer pursuant to Section 3.13 or any
acts or omissions of such predecessor
Servicer hereunder, (b) obligated to make
Advances if it is prohibited from
doing so by applicable law or (c) deemed to
have made any representations and
warranties of such Servicer hereunder). Any
such assumption shall be subject to
Sections 7.02 and 8.05. If a Servicer shall
for any reason no longer be a
Servicer (including by reason of any Event
of Default), the Trustee or the
successor Servicer may elect to succeed to
any rights and obligations of such
Servicer under each Subservicing Agreement
or may terminate each Subservicing
Agreement. If it has elected to assume the
Subservicing Agreement, the Trustee
or the successor Servicer shall be deemed
to have assumed all of a Servicer's
interest therein and to have replaced such
Servicer as a party to any
Subservicing Agreement entered into by a
Servicer as contemplated by Section
3.02 to the same extent as if the
Subservicing Agreement had been assigned to
the assuming party except that such
Servicer shall not be relieved of any
liability or obligations under any such
Subservicing Agreement.
The Servicer that is no longer a Servicer hereunder shall, upon
request of the Trustee, but at the expense
of such predecessor Servicer, deliver
to the assuming party all documents and
records relating to each Subservicing
Agreement or substitute servicing agreement
and the Mortgage Loans then being
serviced thereunder and an accounting of
amounts collected or held by it and
otherwise use its best efforts to effect
the orderly and efficient transfer of
such Subservicing Agreement to the assuming
party. The Trustee shall be entitled
to be reimbursed from the predecessor
Servicer (or the Trust if the predecessor
Servicer is unable to fulfill its
obligations hereunder) for all Servicing
Transfer Costs.
Section 3.08 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the principal and
interest
on all Mortgage Loans are paid in full,
each Servicer will proceed diligently,
in accordance with this Agreement, to
collect all payments due under each of the
Mortgage Loans it services when the same
shall become due and payable. Further,
each Servicer will in accordance with all
applicable law and Customary Servicing
Procedures ascertain and estimate taxes,
assessments, fire and hazard insurance
premiums, mortgage insurance premiums and
all other charges with respect to the
Mortgage Loans it services that, as
provided in any Mortgage, will become due
and payable to the end that the
installments payable by the Mortgagors will be
sufficient to pay such charges as and when
they become due and payable.
Consistent with the foregoing, each
Servicer may in its discretion (i) waive any
late payment charge or any Prepayment
Premium or penalty interest in connection
with the prepayment of a Mortgage Loan it
services and (ii) extend the due dates
for payments due on a Mortgage Note for a
period not greater than 120 days;
provided, however, that a Servicer cannot
extend the maturity of any such
Mortgage Loan past the date on which the
final payment is due on the latest
maturing Mortgage Loan as of the Cut-off
Date. In the event of any such
arrangement, such Servicer shall make
Periodic Advances on the related Mortgage
Loan in accordance with the provisions of
Section 3.21 during the scheduled
period in accordance with the amortization
schedule of such Mortgage Loan
without modification thereof by reason of
such arrangements. A Servicer shall
not be required to institute or join in
litigation with respect to collection of
any payment (whether under a Mortgage,
Mortgage Note or otherwise or against any
public or governmental authority with
respect to a taking or condemnation) if it
reasonably believes that enforcing the
provision of the Mortgage or other
instrument pursuant to which such payment
is required is prohibited by
applicable law.
Section 3.09 Collection of Mortgage Loan Payments; Servicer
Custodial Accounts, Distribution Account
and Reserve Account. (a) GreenPoint
shall establish and maintain the GreenPoint
Custodial Account. BANA shall
establish and maintain the BANA Custodial
Account. National City Mortgage shall
establish and maintain the National City
Mortgage Custodial Account. GreenPoint
shall deposit or cause to be deposited into
the GreenPoint Custodial Account,
BANA shall deposit or cause to be deposited
into the BANA Custodial Account and
National City Mortgage shall deposit or
cause to be deposited into the National
City Custodial Account, all on a daily
basis within one Business Day of receipt,
except as otherwise specifically provided
herein, the following payments and
collections remitted by Subservicers or
received by such Servicer in respect of
the Mortgage Loans it services subsequent
to the Cut-off Date (other than in
respect of principal and interest due on
the Mortgage Loans on or before the
Cut-off Date) and the following amounts
required to be deposited hereunder with
respect to the Mortgage Loans it
services:
(i) all payments on account of principal of such Mortgage
Loans,
including
Principal Prepayments;
(ii) all payments on account of interest on such Mortgage Loans,
net
of the
Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds,
other
than
Insurance Proceeds to be (1) applied to the restoration or repair
of
the
Mortgaged Property, (2) released to the Mortgagor in accordance
with
Customary
Servicing Procedures or (3) deposited to an Escrow Account
pursuant
to Section 3.10(a) and other than any Excess Proceeds and (B)
any
Insurance
Proceeds released from an Escrow Account pursuant to Section
3.10(b)(iv);
(iv) any amount required to be deposited by such Servicer
pursuant
to Section
3.09(c) in connection with any losses on Permitted Investments
with
respect to such Servicer Custodial Account;
(v) any amounts required to be deposited by such Servicer
pursuant
to Section
3.15 or any Prepayment Premiums required to be remitted by such
Servicer;
(vi) all Repurchase Prices, all Substitution Adjustment Amounts
and
all
Reimbursement Amounts to the extent received by such Servicer;
(vii) Periodic Advances made by such Servicer pursuant to
Section
3.21 and
any Compensating Interest;
(viii) any Recovery; and
(ix) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to the Servicer
Custodial
Accounts by the Servicers shall be
exclusive, it being understood and agreed
that, without limiting the generality of
the foregoing, any Ancillary Income
need not be deposited by a Servicer. If a
Servicer shall deposit in the related
Servicer Custodial Account any amount not
required to be deposited, it may at
any time withdraw or direct the institution
maintaining such Servicer Custodial
Account to withdraw such amount from such
Servicer Custodial Account, any
provision herein to the contrary
notwithstanding. Each Servicer Custodial
Account may contain funds that belong to
one or more trust funds created for
mortgage pass-through certificates of other
series and may contain other funds
respecting payments on mortgage loans
belonging to the applicable Servicer or
serviced by such Servicer on behalf of
others; provided that such commingling of
funds with respect to a Servicer shall not
be permitted at any time during which
S&P's senior short-term unsecured debt
rating of such Servicer falls below
"A-2." Notwithstanding such commingling of
funds, each Servicer shall keep
records that accurately reflect the funds
on deposit in the applicable Servicer
Custodial Account that have been identified
by it as being attributable to the
Mortgage Loans it services. Each Servicer
shall maintain adequate records with
respect to all withdrawals made pursuant to
this Section 3.09. All funds
required to be deposited in a Servicer
Custodial Account shall be held in trust
for the Certificateholders until withdrawn
in accordance with Section 3.12.
Amounts received in respect of the Group 1
Mortgage Loans shall be deemed
deposited in Sub-Account 1. Amounts
received in respect of the Group 2 Mortgage
Loans shall be deemed deposited in
Sub-Account 2. Amounts received in respect of
the Group 3 Mortgage Loans shall be deemed
deposited in Sub-Account 3.
(b) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Distribution
Account, which shall be deemed to consist
of five sub-accounts. The Trustee shall,
promptly upon receipt, deposit in the
Distribution Account and retain therein the
following:
(i) the aggregate amount remitted by each Servicer to the
Trustee
pursuant
to Section 3.12(a)(viii);
(ii) any amount paid by the Trustee pursuant to Section 3.09(c)
in
connection
with any losses on Permitted Investments with respect to the
Distribution Account; and
(iii) any other amounts deposited hereunder which are required to
be
deposited
in the Distribution Account.
If a Servicer shall remit any amount not required to be remitted,
it
may at any time direct the Trustee 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 Trustee which
describes the amounts deposited in error in
the Distribution Account. All funds
required to be deposited in the
Distribution Account shall be held by the
Trustee in trust for the Certificateholders
until disbursed in accordance with
this Agreement or withdrawn in accordance
with Section 3.12. In no event shall
the Trustee incur liability for withdrawals
from the Distribution Account at the
direction of a Servicer.
(c) Each institution at which any Servicer Custodial Account or
the
Distribution Account is maintained shall
invest the funds therein as directed in
writing by GreenPoint (in the case of the
GreenPoint Custodial Account), BANA
(in the case of the BANA Custodial
Account), National City Mortgage (in the case
of the National City Mortgage Custodial
Account) or the Trustee (in the case of
the Distribution Account) in Permitted
Investments, which shall mature not later
than (i) in the case of any Servicer
Custodial Account, the Business Day next
preceding the related Remittance Date
(except that if such Permitted Investment
is an obligation of the institution that
maintains such account, then such
Permitted Investment shall mature not later
than such Remittance Date) and (ii)
in the case of the Distribution Account,
the Business Day next preceding the
Distribution Date (except that if such
Permitted Investment is an obligation of
the institution that maintains such
account, then such Permitted Investment
shall mature not later than such
Distribution Date) and, in each case, shall not
be sold or disposed of prior to its
maturity. All such Permitted Investments
shall be made in the name of the Trustee,
for the benefit of the
Certificateholders. All Servicer Custodial
Account Reinvestment Income shall be
for the benefit of the related Servicer as
part of its Servicing Compensation
and shall be retained by it monthly as
provided herein. All income or gain (net
of any losses) realized from any such
investment of funds on deposit in the
Distribution Account shall be for the
benefit of the Trustee as compensation for
its duties hereunder and shall be retained
by it monthly as provided herein. The
amount of any losses realized in the
GreenPoint Custodial Account, the BANA
Custodial Account, the National City
Mortgage Custodial Account or the
Distribution Account incurred in any such
account in respect of any such
investments shall promptly be deposited by
GreenPoint in the GreenPoint
Custodial Account, BANA in the BANA
Custodial Account, National City Mortgage in
the National City Mortgage Custodial
Account or by the Trustee in the
Distribution Account, as applicable.
(d) A Servicer shall give notice to the Trustee and the NIMS
Insurer
of any proposed change of the location of
the Servicer Custodial Account
maintained by such Servicer not later than
30 days and not more than 45 days
prior to any change thereof. The Trustee
shall give notice to the Servicers,
each Rating Agency, the NIMS Insurer and
the Depositor of any proposed change of
the location of the Distribution Account
not later than 30 days after and not
more than 45 days prior to any change
thereof. The creation of any Servicer
Custodial Account and the Distribution
Account shall be evidenced by a
certification substantially in the form of
Exhibit F hereto.
(e) The T
