PRELIMINARY STATEMENT. The Assignor is a party to a Credit Agreement (which, as it may be amended, modified, renewed or extended from time to time is herein called the "Credit Agreement") described in Item 1 of Schedule 1 attached hereto ("Schedule 1"). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.
PRELIMINARY STATEMENT. The Company intends to sell certain mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued under the Agreement in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows:
PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund (excluding the Pre-funding Account, the Capitalized Interest Account and the Carryover Reserve Fund) for federal income tax purposes will consist of three REMICs (the "Swap-IO REMIC," the " Strip REMIC" and the "Master REMIC"). Each Certificate, other than the Class A-R Certificate, will represent ownership of one or more regular interests in the Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate will represent ownership of the sole class of residual interest in each of the Swap-IO REMIC, the Strip REMIC and the Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Strip REMIC Interests (other than the STR-A-R Interest). Each Strip REMIC Interest (other than the STR-A-R Interest) is hereby designated as a regular interest in the Strip REMIC. The Strip REMIC will hold as assets the several classes of uncertificated Swap-IO REMIC Interests (other than the SWR-A-R Interest). Each Swap-IO REMIC Interest (other than the SWR-A-R Interest) is hereby designated as a regular interest in the Swap-IO REMIC. The Swap-IO REMIC will hold as assets all property of the Trust Fund (excluding the Pre-funding Account, the Capitalized Interest Account and the Carryover Reserve Fund). The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The Swap Trust, the Swap Contract and the Swap Account will not constitute any part of any REMIC. SWAP-IO REMIC: The Swap-IO REMIC Interests will have the principal balances and pass-through rates as set forth below: SWAP-IO REMIC Interests Initial Principal Balance(1) Pass-Through Rate ----------------------- ---------------------------- ----------------- SWR-1A $ 2,819,054.15 (2) SWR-1B $ 2,819,054.15 (3) SWR-2A $ 3,159,887.67 (2) SWR-2B $ 3,159,887.67 (3) SWR-3A $ 3,494,814.73 (2) SWR-3B $ 3,494,814.73 (3) SWR-4A $ 3,778,807.75 (2) SWR-4B $ 3,778,807.75 (3) SWR-5A $ 3,771,999.94 (2) SWR-5B $ 3,771,999.94 (3) SWR-6A $ 4,094,118.63 (2) SWR-6B $ 4,094,118.63 (3) SWR-7A $ 4,406,637.77 (2) SWR-7B $ 4,406,637.77 (3) SWR-8A $ 4,708,295.81 (2) SWR-8B $ 4,708,295.81 (3) SWR-9A $ 4,997,864.85 (2) SWR-9B $ 4,997,864.85 (3) SWR-10A $ 5,274,159.69 (2) SWR-10B $ 5,274,159.69 (3) SWR-11A $ 5,534,651.06 (2) SWR-11B $ 5,534,651.06 (3) SWR-12A $ 5,660,648.81 (2) SWR-12B $ 5,660,648.81 (3) S...
PRELIMINARY STATEMENT. The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of nineteen classes of certificates, designated as (i) the Class I-A-1 Certificates, (ii) the Class II-A-1 Certificates, (iii) the Class II-A-2 Certificates, (iv) Class II-A-3 Certificates, (v) the Class II-A-4 Certificates, (vi) the Class M-1 Certificates (vii) the Class M-2 Certificates, (viii) the Class M-3 Certificates, (ix) the Class M-4 Certificates, (x) the Class M-5 Certificates, (xi) the Class M-6 Certificates, (xii) the Class M-7 Certificates, (xiii) the Class M-8 Certificates, (xiv) the Class M-9 Certificates, (xv) the Class M-10 Certificates, (xvi) the Class C Certificates, (xvii) the Class P Certificates, (xviii) the Class R Certificates and (xix) the Class R-X Certificates. As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement (exclusive of the Pre-Funding Accounts, the Interest Coverage Accounts, any Subsequent Mortgage Loan Interest, the Net WAC Rate Carryover Reserve Account, the Cap Allocation Agreement, the Cap Account, the Interest Rate Swap Agreement, the Swap Acount, the Supplemental Interest Trust, any Servicer Prepayment Charge Payment Amounts, the Basis Risk Cap Agreement and the Interest Rate Cap Contract) as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC 1.” The Class R-1 Interest shall represent the sole class of “residual interests” in REMIC 1 for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 1 Regular Interests (as defined herein). None of the REMIC 1 Regular Interests shall be certificated. Designation Uncertificated REMIC 1 Pass-Through Rate Initial Uncertificated Principal Balance Latest Possible Maturity Date(1) I-LT1 Variable(2 ) $ 444,210,719.25 February 25, 2037 I-LT1PF Variable(2 ) $ 229,839,482.91 February 25, 2000 X-XX0 Variable(2 ) $ 618,617,188.27 February 25, 2037 I-LT2...
PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I LATEST POSSIBLE DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE I-1-A Variable(1) $ 2,988,391.23 July 2036 I-2-A Variable(1) $ 3,948,712.65 July 2036 I-3-A Variable(1) $ 4,909,679.78 July 2036 I-4-A Variable(1) $ 5,863,829.49 July 2036 I-5-A Variable(1) $ 6,803,977.36 July 2036 I-6-A Variable(1) $ 7,721,057.41 July 2036 I-7-A Variable(1) $ 8,585,403.70 July 2036 I-8-A Variable(1) $ 9,378,934.35 July 2036 I-9-A Variable(1) $ 9,870,775.35 July 2036 I-10-A Variable(1) $ 10,272,442.34 July 2036 I-11-A Variable(1) $ 9,900,355.42 July 2036 I-12-A Variable(1) $ 9,542,018.99 July 2036 I-13-A Variable(1) $ 9,200,258.34 July 2036 I-14-A Variable(1) $ 8,867,317.87 July 2036 I-15-A Variable(1) $ 8,546,630.40 July 2036 I-16-A Variable(1) $ 8,239,617.57 July 2036 I-17-A Variable(1) $ 7,973,711.75 July 2036 I-18-A Variable(1) $ 7,681,233.87 July 2036 I-19-A Variable(1) $ 7,426,794.22 July 2036 I-20-A Variable(1) $ 7,503,675.55 July 2036 I-21-A Variable(1) $ 11,943,367.68 July 2036 I-22-A Variable(1) $ 11,0...
PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the Yield Maintenance Agreement and the Reserve Fund) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each, a “REMIC”): Lower-Tier REMIC 1, Middle-Tier REMIC 1 and Upper-Tier REMIC 1. Lower-Tier REMIC 1 shall hold the assets of the Trust Fund related to the Aggregate Pool and shall issue several uncertificated interests, including the LT-R-1 Interest, which is hereby designated as the sole residual interest in Lower-Tier REMIC 1. Each remaining uncertificated interest in Lower-Tier REMIC 1 is hereby designated as a REMIC regular interest.
PRELIMINARY STATEMENT. The Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets comprised of the Mortgage Loans and certain other related assets subject to this Agreement. REMIC I-A --------- As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the Group A Mortgage Loans and certain other related assets subject to this Agreement as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I-A". The Class R-IA Interest will be the sole class of "residual interests" in REMIC I-A for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I-A Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I-A Regular Interests. None of the REMIC I-A Regular Interests will be certificated. REMIC I-A REMIC I-A REMIC I-A Initial Latest Possible Regular Interest Remittance Rate Uncertificated Balance Maturity Date(1) ---------------- --------------- ---------------------- ---------------- LT-A (2) $195,356,000.00 December 26, 2034 LT-B1 (2) $5,493,000.00 December 26, 2034 LT-B2 (2) $2,487,000.00 December 26, 2034 LT-B3 (2) $1,244,000.00 December 26, 2034 LT-B4 (2) $1,244,000.00 December 26, 2034 LT-B5 (2) $829,000.00 December 26, 2034 LT-B6 (2) $622,444.56 December 26, 2034 LT-R (2) $100.00 December 26, 2034
PRELIMINARY STATEMENT or an affiliate thereof is the holder of the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.
PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Xxxxxx Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each Certificate, other than the Class E, Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following ta...
PRELIMINARY STATEMENT. (the "Purchaser") is the holder of the entire interest in Bank of America Mortgage Securities, Inc.; Mortgage Pass-Through Certificates, Series ______, Class ____ (the "Class B Certificates"). The Class B Certificates were issued pursuant to a Pooling and Servicing Agreement dated ___________________among Bank of America Mortgage Securities, Inc., as depositor (the "Depositor"), the Servicer, and The Bank of New York, as Trustee. The Purchaser has requested the Servicer to engage the Loss Mitigation Advisor, at the Purchaser's expense, to assist the Servicer with respect to default management and reporting situations for the benefit of the Purchaser. In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Servicer hereby engages the Loss Mitigation Advisor to provide advice in connection with default management and reporting situations with respect to defaulted loans, including providing to the Servicer recommendations with respect to foreclosures, the acceptance of so-called short payoffs, deeds in lieu of or in aid of foreclosure and deficiency notes, as well as with respect to the sale of REO properties. The Loss Mitigation Advisor hereby accepts such engagement, and acknowledges that its fees will be paid by the Purchaser and not the Servicer, and that it will not look to the Servicer for financial remuneration. It is the intent of the parties to this Agreement that the services of the Loss Mitigation Advisor are provided without fee to the Servicer for the benefit of the Purchaser for the life of the Class B Certificates.
